Xxxxxx Representations and Warranties. Each Party represents and warrants to the other Parties that:
0.0.0. xx is duly organized and validly existing under the laws of the jurisdiction of its establishment;
0.0.0. xx has the full power and authority to enter into this Agreement and to perform its obligations under this Agreement;
0.0.0. xx has obtained all material consents and approvals and taken all necessary actions for it to validly enter into and give effect to this Agreement and to engage in the activities contemplated by, and to perform its obligations under, this Agreement;
7.1.4. this Agreement will, when executed, constitute lawful, valid and binding obligations on such Party, enforceable in accordance with its terms; and
7.1.5. neither the execution and delivery of this Agreement, nor the performance by such Party of its obligations hereunder will (i) violate any Legal Requirement, (ii) require any authorization, consent, approval, exemption or other action by or notice to any government entity, or (iii) violate or conflict with, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under the governing documents of such Party or any contract, commitment, understanding, arrangement, agreement or restriction of any kind or character to which such Party is a party or by which such Party or any of its assets or properties may be bound or affected.
Xxxxxx Representations and Warranties. Xxxxxx hereby represents to SuperGen as follows:
(a) Xxxxxx 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) Xxxxxx 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 Xxxxxx and the consummation by Xxxxxx of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on Xxxxxx'x behalf. This Agreement and the other SuperGen-Xxxxxx Agreements constitute legal, valid and binding obligations of Xxxxxx, enforceable against Xxxxxx in accordance with the terms hereof and thereof;
(c) the execution, delivery and performance by Xxxxxx of this Agreement and each of the other SuperGen-Xxxxxx Alliance Agreements and Xxxxxx'x 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 Xxxxxx'x Articles 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 Xxxxxx, its properties or assets; and
Xxxxxx Representations and Warranties. Xxxxxx hereby represents and warrants to ThermoView as follows:
Xxxxxx Representations and Warranties. In connection with this Section 2, Schwab represents and warrants that:
(i) Sxxxxx'x internal control structure over the processing and transmission of Orders for Fund transactions is suitably designed to prevent or detect on a timely basis Orders received after Market Close from being aggregated with Orders received before Market Close, and to minimize errors that could result in late transmission of Orders to the Funds;
(ii) Schwab will review annually the adequacy of its Internal Control Procedures and will change and modify them as necessary to maintain their adequacy.
(iii) Each Sub-Designee will be required to adopt and implement written internal controls adequate to prevent or detect on a timely basis Orders received after Market Close from being aggregated with Orders received before Market Close ("Sub-Designee Internal Control Procedures");
(i) Each Sub-Designee will be required to review annually the adequacy of its Sub-Designee Internal Control Procedures and to change and modify them as necessary to maintain their adequacy.
(v) Upon request by Fund Company, Schwab will provide Fund Company with a description of its Internal Control Procedures and a certification from Schwab that they are adequate as of the most recent annual review as well as a certification that each Sub-Designee has adopted and implemented Sub-Designee Internal Control Procedures that are adequate as of the most recent annual review.
Xxxxxx Representations and Warranties. Xxxxxx represents and warrants to Arcadia as follows:
(i) Exhibit A and Exhibit A-1 sets forth a complete and accurate list of patents and patent applications that are either solely owned or jointly owned, solely controlled, or licensed to Xxxxxx, or jointly controlled by Xxxxxx and managed by Xxxx Products Division that pertain to GLA, DGLA, or ARA production in plant seeds and tissues or by microbial fermentation as of the date of this Agreement (not including patents and patent applications that pertain to food compositions). To the best of Xxxxxx’x knowledge, each patent listed on Exhibit A and Exhibit A-1 is validly issued under the laws of the country which issued it. To the best of Xxxxxx’x knowledge, Xxxxxx owns, co-owns or has a valid license with the right to sublicense the patents listed in Exhibit A and Exhibit A-1 and no challenge has been made to the validity of the patents. To the best of Xxxxxx’x knowledge, there are no actual or threatened claims by a Third Party against Xxxxxx’x ownership of, or proprietary rights to the Xxxxxx Co-Owned Patents, Xxxxxx Only Patents or Xxxxxx Know-How. This Exhibit may be updated by Xxxxxx to reflect new and additional patent filings.
(ii) To the best of Xxxxxx’x knowledge, there is no pending or threatened Third Party lawsuit, claim, action or demand which relates to the production of one or more of GLA, DGLA or ARA under the Xxxxxx Co-Owned Patents or Xxxxxx Only Patents.
(iii) Xxxxxx has all necessary corporate power and authority to enter into this Agreement, perform its obligations hereunder and license the Xxxxxx Co-Owned Patents or Xxxxxx Only Patents. Xxxxxx’x performance and Arcadia’s rights under this Agreement do not conflict with any other contract to which Xxxxxx is bound, including, without limitation, the agreement between Xxxxxx and Co-Assignee referenced in Section 2(h) of this Agreement.
(iv) To the best of Xxxxxx’x knowledge, there are no other Third Party patents or other proprietary rights specifically claiming rights to a nucleotide sequence under the Xxxxxx Co-Owned Patents or Xxxxxx Only Patents and Know-How for the production of one or more of GLA, DGA or ARA hereunder which would be infringed by the commercial exploitation in the Territory, by Arcadia or its Affiliates, of the Xxxxxx Co-Owned Patents or Xxxxxx Only Patents.
(v) Other than the patents and patent applications listed on Exhibit A and Exhibit A-1, Xxxxxx represents and warrants that it is not the assignee, co-assignee...
Xxxxxx Representations and Warranties. Xxxxxx represents and warrants to BGM the following as of the Execution Date of this Agreement:
(a) [***], and [***] and [***] of any [***] in order to make, have made, use, offer for sale, sell, have sold, import, distribute, have distributed Products in the Territory, it being understood and acknowledged by BGM that Xxxxxx has not performed a freedom to operate analysis with respect to the Patent Rights and its ability to commercialize the Products; and
(b) The [***] identified in paragraph (a) have [***] that Xxxxxx [***] or [***] related to [***], to [***] from [***], [***] to [***].
Xxxxxx Representations and Warranties. Xxxxxx represents and warrants to -------------------------------------- Interneuron that as of the Effective Date:
(a) this Agreement has been duly executed and delivered by it and constitutes legal, valid, and binding obligations of it enforceable against it in accordance with its terms;
(b) no approval, authorization, consent, or other order or action of or filing with any court, administrative agency or other governmental authority is required for the execution and delivery by it of this Agreement or the consummation by it of the transactions contemplated hereby;
(c) it has the full right, power and authority to enter into and deliver this Agreement, to perform and to grant the licenses granted under Article II hereof and to consummate the transactions contemplated hereby. All corporate acts and other proceedings required to be taken to authorize such execution, delivery, and consummation have been duly and properly taken and obtained;
(d) it has not previously assigned, transferred, conveyed or otherwise encumbered its right, title and interest in the Xxxxxx Know-How or entered into any agreement with any Third Party which is in conflict with the rights granted to Interneuron pursuant to this Agreement;
(e) it is the sole and exclusive owner under the Xxxxxx Know-How, all of which are free and clear of any liens, charges and encumbrances, and to the best of Xxxxxx' knowledge, no other person, corporate or other private entity, or governmental entity or subdivision thereof, has any valid claim of ownership with respect to the Xxxxxx Know-How, whatsoever;
(f) patents contained in the Xxxxxx Know-How are valid or enforceable;
(g) the Xxxxxx Know-How practiced as contemplated herein and the development, manufacture, use and sale of Compound and Licensed Products do not and will not infringe any patent rights owned or possessed by any Third Party;
(h) there are no claims, judgments or settlements against or owed by Xxxxxx or pending or, threatened claims or litigation relating to the Xxxxxx Know-How; and
(i) it has disclosed to Interneuron all relevant information known by it regarding the Xxxxxx Know-How reasonably related to the activities contemplated under this Agreement.
Xxxxxx Representations and Warranties. Each Party represents and warrants to the other Party that as of the Effective Date: (i) it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder; (ii) this Agreement has been duly executed by it and is legally binding upon it, enforceable against such Party in accordance with its terms; and (iii) the execution and delivery by such Party of this Agreement does not conflict with the terms of any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any Applicable Law.
Xxxxxx Representations and Warranties i. FESCO represents and warrants that, should it upload, record or otherwise transmit any FESCO Content, that it has all of the rights, title, licenses, permissions, approvals and authority required to do so.
ii. FESCO acknowledges that the Tools are (a) based on current medical information prepared by health and medical professionals and organizations independent of WebMD and (b) are not intended to replace professional medical advice and are not a tool for diagnosing the existence of a specific disease in any given individual. FESCO further acknowledges that, other than as specifically set forth herein or in the Schedules hereto, WebMD does not guarantee the accuracy, timeliness or completeness of the information obtained from the Tools, or warrant any results from using the Tools.
Xxxxxx Representations and Warranties. Xxxxxx represents and warrants to NeoGenomics that:
(a) it has the full power and right to enter into this Agreement and it is not currently a party to any other agreements that are inconsistent with the provisions of this Agreement;
(b) the Products will be manufactured in accordance with the Specifications, Quality Systems and GMP Requirements, as required by the Act, all pertinent rules and regulations of the FDA, and all other applicable national, state and local laws, regulations, and guidelines;
(c) the Products will not be adulterated or misbranded within the meaning of the Act;
(d) Xxxxxx owns or has the exclusive right to grant licenses and sublicenses to the patents and patent applications listed in Exhibit H; and
(e) Xxxxxx has not granted any licenses or sublicenses to any Third Party under the patents and patent applications listed in Part 2 of Exhibit H.
