Common use of Xxxxxx Representations and Warranties Clause in Contracts

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 SuperGen Triangle 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 SuperGenTriangle-Xxxxxx Alliance Agreements and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other SuperGenTriangle-Xxxxxx Alliance 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 SuperGenTriangle-Xxxxxx Alliance Agreements constitute legal, valid and binding obligations of Xxxxxx, enforceable against Xxxxxx in accordance with the terms hereof and thereof;; *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (c) subject to compliance with the HSR Act and such filings as may be required pursuant to federal and state securities laws, the execution, delivery and performance by Xxxxxx of this Agreement and each of the other SuperGenTriangle-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 (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 Triangle-Xxxxxx Alliance Agreements by Xxxxxx or the consummation by Xxxxxx of the transactions contemplated hereby or thereby, except the filing of such forms with the United States Department of Justice and the Federal Trade Commission as shall be required by the HSR Act and the expiration or termination of any waiting periods thereunder and such filings, as may be required to be made with the SEC, any national securities exchange and any state securities commission. Upon their execution and delivery, and assuming the valid execution thereof by Triangle, this Agreement and the other Triangle-Xxxxxx Alliance Agreements will constitute valid and binding obligations of Xxxxxx, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except to the extent that the indemnification agreements of in Section 15 hereof may be legally unenforceable.

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; andand 43 <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 Xxxxxx or the consummation by Xxxxxx of the transactions contemplated hereby or thereby. Upon their execution and delivery, and assuming the valid execution thereof by SuperGen, this Agreement and the other SuperGen-Xxxxxx Agreements will constitute valid and binding obligations of Xxxxxx, enforceable against Xxxxxx in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except to the extent that the indemnification agreements of in Section 15 hereof may be legally unenforceable.

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 (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 Xxxxxx or the consummation by Xxxxxx of the transactions contemplated hereby or thereby. Upon their execution and delivery, and assuming the valid execution thereof by SuperGen, this Agreement and the other SuperGen-Xxxxxx Agreements will constitute valid and binding obligations of Xxxxxx, enforceable against Xxxxxx in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except to the extent that the indemnification agreements of in Section 15 hereof may be legally unenforceable.

Xxxxxx Representations and Warranties. Xxxxxx hereby represents and warrants to SuperGen Triangle 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 SuperGenTriangle-Xxxxxx Alliance Agreements and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other SuperGenTriangle-Xxxxxx Alliance 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 SuperGenTriangle-Xxxxxx Alliance Agreements constitute legal, valid and binding obligations of Xxxxxx, enforceable against Xxxxxx in accordance with the terms hereof and thereof; (c) subject to compliance with the HSR Act and such filings as may be required pursuant to federal and state securities laws, the execution, delivery and performance by Xxxxxx of this Agreement and each of the other SuperGenTriangle-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 (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 Triangle-Xxxxxx Alliance Agreements by Xxxxxx or the consummation by Xxxxxx of the transactions contemplated hereby or thereby, except the filing of such forms with the United States Department of Justice and the Federal Trade Commission as shall be required by the HSR Act and the expiration or termination of any waiting periods thereunder and such filings, as may be required to be made with the SEC, any national securities exchange and any state securities commission. Upon their execution and delivery, and assuming the valid execution thereof by Triangle, this Agreement and the other Triangle-Xxxxxx Alliance Agreements will constitute valid and binding obligations of Xxxxxx, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except to the extent that the indemnification agreements of in Section 15 hereof may be legally unenforceable.

Xxxxxx Representations and Warranties. Xxxxxx hereby represents and warrants to SuperGen each member of the CSG Group that, as followsof the Execution Date and Effective Date: (a) Xxxxxx is a corporation duly organized and validly existing in good standing under the laws of its state of incorporation, with has all requisite corporate power and authority to owncreate, lease issue and operate its properties deliver the Units (and assets the Xxxxxx Shares, Warrants and Warrant Shares underlying such Units) and the Xxxxxx Shares contemplated in the Unit Issuance (collectively the “Securities”) subject to carry on its business as presently conducted and as proposed to be conductedfulfillment of the Condition Precedent; (b) Xxxxxx and each of its Affiliates is, in all material respects, conducting its respective business in compliance with all applicable laws, rules and regulations (including all material applicable Canadian federal, provincial, state, municipal, and local environmental and licensing laws, regulations and other lawful requirements of any governmental or regulatory body) of each jurisdiction in which its respective business is carried on and each is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated and all such licences, registrations and qualifications are valid, subsisting and in good standing and it has all requisite corporate rightnot received a notice of a material non-compliance, power nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of a material non-compliance with any such laws, regulations or permits which could have an adverse material effect on Xxxxxx or its Affiliates and authority each such licence, registration, qualification or permit will at the Effective Date be valid, subsisting and in good standing; (c) the performance of Xxxxxx’x obligations hereunder do not and will not require the consent, approval, authorization, registration or qualification of or with any governmental authority, stock exchange, Securities Commission or other third party, except: (i) Xxxxxx shareholder approval (which shall be obtained prior to enter into this Agreement the Effective Date); and (ii) Exchange approval (which shall be obtained prior to the Effective Date); (d) the Securities have been, or prior to the Effective Date will be, authorized for issuance, and on the other SuperGenEffective Date the Xxxxxx Shares included in the Securities will be validly issued and fully paid and non-Xxxxxx Agreements and assessable; (e) the Warrant Shares 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 be issued upon exercise of the transactions contemplated hereby and thereby Warrants have been duly authorized been, or prior to the Effective Date will be, reserved for issuance 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 and upon payment of the full exercise price therefore and in accordance with the terms hereof and thereofwhen certificates for the Warrant Shares are countersigned by the Transfer Agent and issued and delivered, the Warrant Shares will be validly issued and fully paid and non-assessable; (cf) the executionauthorized capital of Xxxxxx consists of an unlimited number of Xxxxxx Shares, delivery and performance by Xxxxxx of this Agreement and each which, as of the other SuperGenExecution Date, 22,965,032 Xxxxxx Shares were outstanding as fully paid and non-assessable shares of Xxxxxx; (g) Xxxxxx Alliance Agreements is not aware of any legislation, or proposed legislation to be enacted or published by a legislative body, which it anticipates will materially and Xxxxxx'x compliance with adversely affect the terms and provisions hereof and thereof will notbusiness, result affairs, operations, assets, Liabilities (contingent or otherwise) or prospects of Xxxxxx or any of its Affiliate; (h) no order ceasing or suspending trading in any violation securities of Xxxxxx or prohibiting the sale of the Units or the trading of any of Xxxxxx’x issued securities has been issued and no proceedings for such purpose are pending or, to the best of Xxxxxx’x knowledge, information and belief, have been threatened; (i) except as disclosed in Xxxxxx’x financial statements, management’s discussion and analysis of financial statements and results of operations, information circulars, news releases, material change reports or otherwise available on SEDAR, no person now has any agreement or option or right or privilege (whether at law, in contract or otherwise) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of Xxxxxx or any of its Affiliates; (j) neither Xxxxxx nor its Affiliates have any Liability, direct or indirect, which materially adversely affects Xxxxxx or its Affiliates or would reasonably be expected to have a material adverse effect on the Properties. Without limiting the generality of the foregoing, neither Xxxxxx nor its Affiliates have any material obligation or Liability except those arising in the ordinary course of business none of which is materially adverse to Xxxxxx and its Affiliates taken together as a whole; (k) to the knowledge of Xxxxxx, no agreement is in force or effect which in any manner affects the voting or control of any of the securities of Xxxxxx or its Affiliates; (l) Xxxxxx will at the Effective Date be, a “reporting issuer”, not included in a list of defaulting reporting issuers maintained by the Securities Commission and in particular, without limiting the foregoing, Xxxxxx has at all relevant times complied with its obligations to make timely disclosure of all material changes relating to it, no such disclosure has been made on a confidential basis which remains confidential and there is no material change relating to Xxxxxx which has occurred and with respect to which the requisite material change report has not been filed with the Securities Commission, except to the extent that the grant of the Options and entry into this Agreement constitute a material change; (m) there has not been any “reportable event” (within the meaning of National Instrument 51-102) with the present or any former auditor of Xxxxxx; and (n) neither Xxxxxx nor any of its Affiliates, nor to the best of Xxxxxx’x knowledge, information and belief, any other person, is in default in any material respect in the observance or performance of any term, covenant or obligation to be performed by Xxxxxx or any of its Affiliates or such other person under (any material agreement to which Xxxxxx or any of its Affiliates is a party or otherwise bound and all such agreements are in good standing, and no event has occurred which with or without notice or lapse of time, time or both), or give rise to both would constitute such 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 default by Xxxxxx, its properties or assets; andAffiliate or, to the best of Xxxxxx’x knowledge, information and belief, any other party under any such agreement.