Sutro Representations and Warranties Sample Clauses

Sutro Representations and Warranties. Sutro represents and warrants to Vaxcyte, as of the Effective Date, that: (A) except as disclosed (based on events that have arisen between the Execution Date and the Effective Date) by Sutro to Vaxcyte in writing within [***] of Vaxcyte’s written notification to Sutro that Vaxcyte is considering exercising the Option (as defined in the Option Agreement) in accordance with Section 4 of the Option Agreement or within [***] of receipt of the Option Notice if Vaxcyte does not provide the foregoing notice, to its knowledge (after inquiring with Xxxxx’s patent counsel regarding their actual knowledge gained through representation of Sutro in patent matters and without their conduct of any additional inquiry), the exercise of the Manufacturing Rights in accordance with the terms of this Agreement (and the performance by Sutro of the Tech Transfers contemplated hereunder) do not and shall not infringe on, misappropriate or otherwise violate any Patents or other intellectual property rights of any Third Party (and, as of the Effective Date, no Third Party has made any Claim alleging the same), (B) it has not granted prior to the Effective Date rights to any Third Party that are inconsistent with the rights granted to Vaxcyte under this Agreement, and (C) it has not amended or terminated the [***] In-License in any manner that would adversely affect Vaxcyte’s rights under this Agreement.
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Sutro Representations and Warranties. Sutro represents and warrants to Astellas, as of the Effective Date, that:
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Sutro Representations and Warranties. Sutro represents and warrants to Merck that as of the date of this Agreement:
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Related to Sutro Representations and Warranties

  • No Representations and Warranties The Generico Parties understand and agree that, except as expressly set forth herein (including Section 4.03), the Alpha Parties are not, in this Agreement, in any Transaction Agreement or any Conveyancing and Assumption Instrument or in any other agreement or document contemplated by any of the Transaction Agreements representing or warranting to in any way (a) as to the value or freedom from encumbrance of, or any other matter concerning, any Generico Assets or (b) as to the legal sufficiency to convey title to any Generico Assets of the execution, delivery and filing of the instruments relating to the conveyance of title thereto, it being agreed and understood that all the Generico Assets are being transferred “as is, where is” and that the Generico Parties shall bear the economic and legal risk that any conveyances of such Assets shall prove to be insufficient or that the Generico Parties’ title to any such Assets shall be other than good and marketable and free from encumbrances. Similarly, the Generico Parties understand and agree that the Alpha Parties are not, in this Agreement, any Transaction Agreement or in any other agreement or document contemplated by any Transaction Agreement, including any Conveyancing and Assumption Instrument, representing or warranting in any way that the obtaining of the Consents or approvals, the execution and delivery of instruments and documents and the making of the filings and applications contemplated by this Agreement or any other Transaction Agreement shall satisfy the provisions of all applicable agreements or the requirements of all Applicable Laws or judgments, it being agreed and understood that the Generico Parties and the Alpha Parties shall bear the economic and legal risk that any necessary Consents or approvals are not obtained or that any requirements of Applicable Law are not complied with as set forth in Section 3.01(j).

  • Your Representations and Warranties You represent and warrant to the Company that:

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

  • Representations and Warranties; Etc Each Obligor hereby affirms: (a) that as of the date of execution and delivery of this First Amendment, all of the representations and warranties contained in each Loan Document to which such Obligor is a party are true and correct in all material respects as though made on and as of the First Amendment Effective Date (unless made as of a specific earlier date, in which case, was true as of such date); and (b) that after giving effect to this First Amendment and to the transactions contemplated hereby, no Defaults exist under the Loan Documents or will exist under the Loan Documents.

  • Representation and Warranties The representations and warranties of Seller in Section 3 and of Purchaser in Section 4 shall be true and correct as of the Closing Date.

  • 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:

  • Representations and Warranties True The representations and warranties of the Seller hereunder shall be true and correct on the Closing Date with the same effect as if then made, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to the Closing Date.

  • 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 1933 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.

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