WARRANTIES AND INSURANCE. 13.1 Each Party warrants as of the Effective Date that (a) it has the full power and authority to enter into this Agreement, (b) this Agreement has been duly authorized, (c) this Agreement is binding upon it; and (d) that the terms of this Agreement are not inconsistent with its other contractual arrangements. 13.2 Capital warrants that, as of the Effective Date: 13.2.1 its publicly filed accounts give a true and fair view of its financial position; 13.2.2 it is solvent and has disclosed to Conduit all material information regarding its financial position; 13.2.3 it has no indebtedness and it covenants that it shall not incur, create, assume, or permit to exist any indebtedness during the Term without the prior written permission of Conduit; and 13.2.4 to the best of its knowledge its Development and Commercialisation of a Product in accordance with the Development Plan will not infringe the intellectual property rights of any Third Party. 13.3 Except to the extent expressly set out in Section 9.1 and 13.2, all warranties, express, statutory or implied and whether written or oral related to the subject matter of this Agreement are, to the fullest extent permissible by law, excluded. Without limiting the generality of the foregoing, the Parties acknowledge that the Candidate is experimental and at a very early stage of development and as such there is no guarantee the Development of the Candidate will result in asset that can be Commercialised. Capital shall have no liability to Conduit, in contract, tort or otherwise, in the event the Development of the Candidate does not result in asset that can be Commercialised. 13.4 Capital shall have and maintain, at its sole cost and expense, an adequate liability insurance (including product liability insurance) to protect against potential liabilities and risk arising out of activities to be performed under this Agreement, the Products and any agreement related hereto and upon such terms (including coverages, deductible limits and self-insured retentions) as are customary in the relevant industry generally. Such liability insurance shall insure against all types of liability, including personal injury, physical injury or property damage arising out of Capital’s activities. This Section 13.4 shall not create any limitation on the Parties’ liability under this Agreement. Capital shall provide a copy of such insurance policy to Conduit promptly on request from Conduit.
Appears in 5 contracts
Samples: Project Funding Agreement (Murphy Canyon Acquisition Corp.), Project Funding Agreement (Murphy Canyon Acquisition Corp.), Project Funding Agreement (Murphy Canyon Acquisition Corp.)
