WARRANTIES OF EACH PARTY. Each party hereto represents to the others that it is free to enter into this Agreement and to carry out all of the provisions hereof, including, in the case of LICENSOR, its grant to COMPANY of the license described in Section 2.1.
WARRANTIES OF EACH PARTY. Each party hereto represents to the other that it is free to enter into this Agreement and to carry out all of the provisions hereof, including, in the case of EMORY, its grant to CYBERKINETICS of the license described in Article 2.1.
WARRANTIES OF EACH PARTY. Each party warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Contract.
WARRANTIES OF EACH PARTY. Each Party hereto represents to the other that it is free to enter into this Agreement and to carry out all of the provisions hereof.
WARRANTIES OF EACH PARTY. Each Party hereto represents to the other that it has the right to enter into this Agreement and to carry out all of the provisions hereof.
WARRANTIES OF EACH PARTY. Each party represents and warrants that:
(a) (STATUS) it is a company limited by shares under the Corporations Act;
(b) (POWER) it has full legal capacity and power to:
(i) own its property and to carry on its business; and
(ii) enter into this document and to carry out the transactions that this document contemplates;
(c) (CORPORATE AUTHORITY) it has taken all corporate action that is necessary or desirable to authorise its entry into this document and its carrying out the transactions that this document contemplates;
(d) (AUTHORISATIONS) it holds each Authorisation that is necessary or desirable to:
(i) enable it to properly execute this document and to carry out the transactions that this document contemplates;
(ii) ensure that this document is legal, valid, binding and admissible in evidence; or
(iii) enable it to properly carry on its business, and it is complying with any conditions to which any of these Authorisations is subject;
(e) (DOCUMENTS EFFECTIVE) this document constitutes its legal, valid and binding obligations, enforceable against it in accordance with its terms (except to the extent limited by equitable principles and laws affecting creditors' rights generally), subject to any necessary stamping or registration;
(f) (NO CONTRAVENTION) neither its execution of this document nor the carrying out by it of the transactions that this document contemplates, does or will:
(i) contravene any law to which it or any of its property is subject or any order of any Government Agency that is binding on it or any of its property;
(ii) contravene any Authorisation;
(iii) contravene any undertaking or instrument binding on it or any of its property;
(iv) contravene its constitution; or
(v) require it to make any payment or delivery in respect of any financial indebtedness before it would otherwise be obliged to do so.
WARRANTIES OF EACH PARTY. Each party to this agreement warrants to each other party as follows:
(a) It is not aware of any circumstance which might reasonably be expected materially and adversely to affect its entry into this agreement.
(b) It has the legal right and power to enter into this agreement and to consummate the transactions contemplated under this agreement on and subject to the terms and conditions of this agreement.
(c) The execution, delivery and performance of this agreement by it has been duly and validly authorised and this agreement is a valid and binding agreement of it enforceable in accordance with its terms.
(d) This agreement will not conflict with, or result in a breach of, the terms, conditions or provisions of its constitutional documents or any instrument or agreement to which it is a party or by which it may be bound, or which constitutes (with or without the passage of time, the giving of notice, or both) a default under any such instrument or agreement, or results in the acceleration of any indebtedness or the imposition of any penalty or charge.
(e) No further authorisation, consent or approval of any person is required as a condition to the validity of this agreement or to give effect to the transactions contemplated under this agreement.
WARRANTIES OF EACH PARTY. Each Party represents and warrants that:
(a) it is a limited liability company duly organized and validly existing under Laws of Uganda and has all requisite legal power and authority to execute this Agreement and to carry out the terms, conditions and provisions herein contained;
(b) all Authorisations required for the execution, delivery and performance by it of this Agreement and the transactions contemplated herein have been obtained and are in full force and effect, or have been applied for through the due process required by the relevant Governmental Authority and the receipt of such Authorisations shall be received on or prior to the Commercial Operations Date;
(c) this Agreement constitutes its valid, legal and binding obligations, enforceable in accordance with the terms hereof except where the enforceability may be limited by applicable laws affecting creditors’ rights generally;
(d) there are no actions, suits or proceedings pending or, to its knowledge, threatened, against or affecting it before any court or administrative body or arbitral tribunal that might materially adversely affect its ability to meet and carry out its obligations under this Agreement;
(e) the execution, delivery and performance of this Agreement have been duly authorised by all requisite corporate action, and will not contravene any provision of, or constitute a default under any other agreement or instrument to which it is a party or by which its property may be bound; and
(f) it has all necessary legal power and authority to perform its obligations under this Agreement.
WARRANTIES OF EACH PARTY. Each party hereto represents to the others that it is free to enter into this Agreement and to carry out all of the provisions hereof, including, in the case of GW, its grant to Emory of the license described in Section 2.1A and 2.1B hereunder.
WARRANTIES OF EACH PARTY. Each Party represents and warrants to the other that:
(a) it has the requisite corporate or partnership power and authority to enter into this Maintenance Agreement and to carry out the transactions contemplated by this Maintenance Agreement;
(b) the execution, delivery and performance of this Maintenance Agreement and the consummation of the transactions contemplated by this Maintenance Agreement have been duly authorized by the requisite corporate or partnership action on the part of such Party; and
(c) no consent, approval, order or authorization of, or registration, declaration or filing with any private entity or governmental authority is required for the execution, delivery and performance of this Agreement, except those that have been obtained and are in full force and effect.
