SUPERGEN REPRESENTATIONS AND WARRANTIES Sample Clauses

SUPERGEN REPRESENTATIONS AND WARRANTIES. SuperGen hereby represents and warranties to Xxxxxx as follows:
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SUPERGEN REPRESENTATIONS AND WARRANTIES. SuperGen hereby represents and warrants to Pharmachemie, subject to the exceptions specifically disclosed in writing in the disclosure letter (indicating the relevant section of this Agreement) supplied by SuperGen to Pharmachemie dated as of the date hereof 7 CONFIDENTIAL TREATMENT REQUEST and certified by a duly authorized officer of SuperGen (the "SuperGen Schedules"), as follows: 6.1.
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SUPERGEN REPRESENTATIONS AND WARRANTIES. SuperGen hereby represents and warranties to Xxxxxx as follows: (a) SuperGen is a corporation duly organized and validly existing in good standing under the laws of its state of incorporation, with all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and as proposed to be conducted; (b) SuperGen has all requisite corporate right, power and authority to enter into this Agreement and the other SuperGen-Xxxxxx Agreements and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other SuperGen-Xxxxxx Agreements by SuperGen and the consummation by SuperGen of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on SuperGen's behalf, including but not limited to approval by the stockholders of SuperGen with respect to the SuperGen-Xxxxxx Agreements. This Agreement and the other SuperGen-Xxxxxx Agreements constitute legal, valid and binding obligations of SuperGen, enforceable against SuperGen in accordance with the terms hereof and thereof, (c) the execution, delivery and performance by SuperGen of this Agreement and each of the other SuperGen-Xxxxxx Agreements and SuperGen's compliance with the terms and provisions hereof and thereof will not result in any violation of or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation pursuant to, or a loss of benefits under, any provision of its Certificate of Incorporation or By-laws, or any mortgage, indenture, lease or other agreement or instrument, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to SuperGen or SuperGen's properties or assets; 44 <PAGE> CONFIDENTIAL TREATMENT REQUESTED (d) no consent, approval or authorization of, or designation, declaration or filing with any governmental authority is required in connection with the valid execution, delivery or performance of this Agreement and the other SuperGen-Xxxxxx Agreements by SuperGen or the consummation by SuperGen of the transactions contemplated hereby or thereby. Upon their execution and delivery, and assuming the valid execution thereof by Xxxxxx, this Agreement and the other SuperGen-Xxxxxx Agreements will constitute valid and binding obligations of SuperGen, enforceable against SuperGen in accordance wit...
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Related to SUPERGEN REPRESENTATIONS AND WARRANTIES

  • Certain Representations and Warranties Each of the parties hereto represents and warrants to the other that, as of the date hereof; this Agreement has been duly and validly authorized by all necessary action (corporate, limited liability company or otherwise) on the part of such party, has been duly executed and delivered by such party and constitutes the valid and legally binding obligation of such party, enforceable against such party in accordance with its terms and conditions.

  • Investment Representations and Warranties The Purchaser understands and agrees that the offering and sale of the Securities has not been registered under the Securities Act or any applicable state securities laws and is being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein.

  • Other Representations and Warranties CMSI represents and warrants to the Underwriter that:

  • Perfection Representations and Warranties If the transfer of the Conveyed Assets under this Agreement is determined to be a pledge relating to a financing or is determined not to be an absolute sale and assignment, the Depositor makes the following representations and warranties on which the Issuer is relying in purchasing the Conveyed Assets. The representations and warranties are made as of the Closing Date, but shall survive the sale, transfer and assignment of the Conveyed Assets by the Depositor to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture:

  • Purchaser Representations and Warranties Purchaser represents and warrants to Seller that as of the date hereof:

  • Further Representations and Warranties EMPLOYEE acknowledges that this is an employment position and represents that he will perform his duties and functions herein in a timely, competent and professional manner. EMPLOYEE represents and warrants that he will be fair in his dealing with COMPANY and will not knowingly do anything against the interests of COMPANY.

  • CUSTODIAN REPRESENTATIONS AND WARRANTIES The Custodian hereby represents and warrants that (a) it is a trust company, duly organized and validly existing under the laws of the Commonwealth of Massachusetts; (b) it has the requisite power and authority to carry on its business in the Commonwealth of Massachusetts; (c) all requisite proceedings have been taken to authorize it to enter into and perform this Agreement; (d) no legal or administrative proceedings have been instituted or threatened which would materially impair the Custodian’s ability to perform its duties and obligations under this Agreement; and (e) its entering into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Custodian or any law or regulation applicable to it.

  • Representations and Warranties of Grantor Grantor hereby represents and warrants to Lender that:

  • Nature of Representations and Warranties The representations and warranties set forth in this Section 3.08, insofar as they involve conclusions of law, are made not on the basis that the Seller purports to be a legal expert or to be rendering legal advice, but rather to reflect the parties’ good faith understanding of the legal basis on which the parties are entering into this Agreement and the other Basic Documents and the basis on which the Holders are purchasing the Recovery Bonds, and to reflect the parties’ agreement that, if such understanding turns out to be incorrect or inaccurate, the Seller will be obligated to indemnify the Issuer and its permitted assigns (to the extent required by and in accordance with Section 5.01), and that the Issuer and its permitted assigns will be entitled to enforce any rights and remedies under the Basic Documents, on account of such inaccuracy to the same extent as if the Seller had breached any other representations or warranties hereunder.

  • Company Representations and Warranties The Company represents and warrants to and agrees with each Subscriber that:

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