Xxxxxxx Representations and Warranties. Xxxxxxx represents, warrants, and covenants that:
(a) As of the Effective Date, it is the owner of all right, title, and interest in all Xxxxxxx Patents (including those listed on Schedule 1.41), Existing IND(s), Existing CTA(s), and related Regulatory Documentation free and clear of any liens, claims, or encumbrances, and it did not acquire such right, title and interest from any Third Party other than by assignment from employees of Xxxxxxx or its Affiliates pursuant to the terms of their employment;
(b) As of the Effective Date, (1) neither Xxxxxxx nor any Affiliate thereof is a party to any contract, arrangement, or understanding relating to any Xxxxxxx Patent, Xxxxxxx Know-How, Existing IND(s), Existing CTA(s), or related Regulatory Documentation granting any Third Party any rights to develop or commercialize any Licensed Product; (2) neither Xxxxxxx nor any Affiliate thereof is aware of any ground rendering, or reasonably likely to render, the Xxxxxxx Patents invalid or unenforceable; (3) neither Xxxxxxx nor any Affiliate thereof is aware of any material defect regarding the preparation or prosecution of the Xxxxxxx Patents that would render such Xxxxxxx Patent invalid or unenforceable; (4) neither Xxxxxxx nor any Affiliate thereof is aware of the existence of any patent or other intellectual property right owned, licensed, or otherwise controlled by a Third Party that (i) would materially preclude the Parties from conducting Development and Commercialization of Licensed Products, or (ii) that would be infringed by the development, commercialization, use, manufacture, sale, or importation of any Licensed Product as contemplated by this Agreement; (5) neither Xxxxxxx nor any Affiliate thereof has received or is aware of any notice or other communication alleging that a Compound or any Licensed Product, or the use, manufacture, or sale thereof as contemplated by this Agreement, infringes or misappropriates the intellectual property rights of any Third Party;
(c) During any portion of the term of this Agreement during which PPD has been granted rights under any Xxxxxxx Patents or Joint Patents, Xxxxxxx will not grant, any right to any Third Party that conflicts with the rights to the Xxxxxxx Patents or Joint Patents granted to PPD hereunder, or which would grant such Third Party the right to make, have made, use, sell, offer for sale, or import Licensed Products thereunder;
(d) The Xxxxxxx Patents listed on Schedule 1.41 are, as of the Effective Date, t...
Xxxxxxx Representations and Warranties. Xxxxxxx represents and warrants to the Investor that:
x. Xxxxxxx is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Xxxxxxx has all corporate power and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Subscription Agreement.
b. As of the Closing Date, the Shares will be duly authorized and, when issued and delivered to the Investor against full payment therefor in accordance with the terms of this Subscription Agreement, the Shares will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under Xxxxxxx’x certificate of incorporation (as amended to the Closing Date) or under the General Corporation Law of the State of Delaware.
c. The Shares are not, and following the consummation of the Transaction Closing and the Closing will not be, subject to any Transfer Restriction. The term “Transfer Restriction” means any condition to or restriction on the ability of the undersigned to pledge, sell, assign or otherwise transfer the Shares under any organizational document, policy or agreement of, by or with Xxxxxxx, but excluding the restrictions on transfer described in paragraph 6(b) of this Subscription Agreement with respect to the status of the Shares as “restricted securities” pending their registration for resale under the Securities Act of 1933, as amended (the “Securities Act”) in accordance with the terms of this Subscription Agreement.
Xxxxxxx Representations and Warranties. Xxxxxxx hereby represents and warrants to Purchaser as follows:
(a) Xxxxxxx is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act").
(b) This Agreement is made with Xxxxxxx in reliance upon Xxxxxxx'x representation to Purchaser, which by Xxxxxxx'x execution of this Agreement, Xxxxxxx hereby confirms, that the Purchaser Shares to be acquired by Xxxxxxx will be acquired for investment for Xxxxxxx'x own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof.
(c) Xxxxxxx understands that the Purchaser Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Xxxxxxx'x representations as expressed herein. Xxxxxxx understands that the Purchaser Shares are "restricted securities" under applicable U.S. federal and state securities laws and that, pursuant to these laws, Xxxxxxx must hold the Purchaser Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Xxxxxxx acknowledges that Purchaser has no obligation to register or qualify the Purchaser Shares for resale. Xxxxxxx further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Purchaser Shares, and on requirements relating to Purchaser which are outside of Xxxxxxx'x control, and which Purchaser is under no obligation and may not be able to satisfy.
(d) Xxxxxxx understands that the Purchaser Shares and any securities issued in respect of or exchange for the Purchaser Shares, may bear one or all of the following legends:
(i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO PURCHASER THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES...
Xxxxxxx Representations and Warranties. Xxxxxx represents that he has read carefully and fully understands the terms of this Agreement, and that Xxxxxx has been advised to consult with an attorney and has availed himself of the opportunity to consult with an attorney prior to signing this Agreement. Xxxxxx acknowledges and agrees that he is executing this Agreement willingly, voluntarily and knowingly, of his own free will, in exchange for the payments and benefits described in Section 1 of this Agreement, and that he has not relied on any representations, promises or agreements of any kind made to him in connection with his decision to accept the terms of this Agreement, other than those set forth in this Agreement. Xxxxxx further acknowledges, understands, and agrees that as of the Termination Date his employment and/or service with the Company and each other member of the Company Group terminated, that the provisions of Section 1 of this Agreement are in lieu of any and all payments and benefits to which Xxxxxx may otherwise be entitled to receive pursuant to the Employment Agreement and the Unit Agreement. Xxxxxx represents and warrants that there is no agreement, arrangement or understanding (whether or not legally binding) between any member of the Company Group, on the one hand, and him or any person or legal entity with whom he is affiliated or related (including, without limitation, as an officer, director, principal, shareholder, limited or general partner, member or family member), on the other hand (it being understood that the parties intend that any such agreement, arrangement or understanding shall be terminated under the General Release, unless expressly provided for therein or in this Agreement, and the parties further agree from time to time to cause their related parties to enter into any documentation necessary to give effect to such intention). Xxxxxx acknowledges that he has been advised that he is entitled to take at least twenty-one (21) days to consider whether he wants to sign the General Release. Xxxxxx understands that, except as otherwise expressly provided for under this Agreement, he will not receive any payments or benefits under this Agreement (other than the Accrued Benefits) until the seven (7) day revocation period provided for under the General Release has passed, and then, only if he has not revoked the General Release (such period during which no such revocation has occurred, the “Revocation Period”); provided, however, that if such revocation occurs, the C...
Xxxxxxx Representations and Warranties. Xxxxxxx represents and warrants to Rose U as follows:
(a) Xxxxxxx has the full corporate right, power and authority to enter into and perform its obligations under this Agreement;
(b) this Agreement is legally binding upon Xxxxxxx and enforceable in accordance with its terms, and the execution, delivery, and performance of this Agreement by Xxxxxxx does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound;
(c) to Xxxxxxx’x Knowledge, neither Xxxxxxx nor any of its employees or any of its contractors involved in the [*] Program or their personnel, have been “debarred” by the FDA, or subject to a similar sanction from another regulatory, or convicted of a felony under the laws of the United States for conduct relating to regulations under the FDCA; and
(d) other than as may be set forth in the Xxxxxxx Data, to Xxxxxxx’x Knowledge, it is not aware of any materially adverse regulatory action that has been taken or determination that has been made with respect to the [*] Program, nor to Xxxxxxx’x Knowledge is it aware of any materially adverse safety or toxicology data relating to the use of topical products containing [*].
Xxxxxxx Representations and Warranties. Xxxxxx represents and warrants to MRTC as follows:
Xxxxxxx Representations and Warranties. To induce Energizer and the -------------------------------------- Bank to consent to Energizer's assumption of the Assumed Obligations and the release of Xxxxxxx as set forth above, Xxxxxxx hereby represents and warrants to the Bank that, as of the date hereof and as of the Effective Date:
(a) Xxxxxxx (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; (ii) is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which failure to be so qualified and in good standing will have or is reasonably likely to have a material adverse effect on the business, condition (financial or otherwise), operations, performance, properties or prospects of Xxxxxxx and its subsidiaries, taken as a whole, and (iii) has all requisite corporate power and authority to enter into the transactions contemplated by this Agreement.
(b) Xxxxxxx has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement.
(c) Xxxxxxx has taken all necessary corporate action to authorize the execution and delivery of, and the performance of its obligations under, this Agreement.
(d) This Agreement has been duly executed and delivered and constitutes the legal, valid and binding obligation of Xxxxxxx enforceable against Xxxxxxx in accordance with its terms (except as enforceability may be limited by bankruptcy, insolvency, or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles, including concepts of reasonableness, materiality, good faith and fair dealing and the possible unavailability of specific performance, injunctive relief or other equitable remedies (whether enforcement is sought in equity or at law)).
Xxxxxxx Representations and Warranties. Xxxxxxx hereby makes the following representations and warranties to CBS:
Xxxxxxx Representations and Warranties. XXXXXXX hereby represents and warrants to EXACT that:
6.1.1 XXXXXXX is a corporation duly organized and validly existing in the State of Delaware, and has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby;
6.1.2 This Agreement does not contravene or constitute a default under or violation of any provision of applicable law binding upon XXXXXXX or any agreement, commitment, instrument or other arrangement to which XXXXXXX is a party;
6.1.3 To the knowledge of XXXXXXX, all necessary consents, approvals and authorizations of all governmental authorities and other persons required to be obtained in connection with entry into this Agreement have been obtained;
6.1.4 The /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/ has been fully executed, is in effect as of the date that XXXXXXX signs this Agreement and includes the right for XXXXXXX to convey the rights provided in this Agreement herein, and;
6.1.5 XXXXXXX has no actual knowledge of any claim brought by a Third Party in a federal court or before the U.S. Patent Office that asserts that the Licensed Patents are invalid.
Xxxxxxx Representations and Warranties. The Company represents and warrants to, and agrees with, each Subscriber that:
