Xxxxxxx’x Representations and Warranties. 3.1 To induce Xxxx Creek to enter into and consummate this Agreement, Xxxxxxx represents and warrants and covenants to Xxxx Creek as follows:
(a) Xxxxxxx is a corporation duly incorporated and validly existing under the laws of the Province of Alberta and is in good standing regarding the filing of all documents and the payment of all fees with the applicable corporate registries of its jurisdiction, and Xxxxxxx has the power, authority, and capacity to enter into this Agreement and to carry out its terms;
(b) this Agreement has been duly executed and delivered by Xxxxxxx and is a binding agreement of Xxxxxxx, enforceable against it in accordance with its terms and conditions, except that (i) the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally, (ii) equitable remedies, including, without limitation, specific performance and injunction, may be granted only in the discretion of a court of competent jurisdiction, and (iii) rights of indemnity, contribution and the waiver of contribution provided for herein may be limited under applicable law;
(c) the execution and delivery of this Agreement and the performance by Xxxxxxx of all of its obligations hereunder has been duly authorized by all necessary corporate action required to be taken by it or on its behalf, and no consents, approvals, waivers or authorizations are required to be obtained by it to authorize or complete the transactions contemplated herein, except for shareholder approval if required under applicable corporate laws;
(d) the Share is validly issued and outstanding as a fully paid and non-assessable share of Orion;
(e) Xxxxxxx is the legal and beneficial owner of the Share, free and clear of all liens, charges, claims and encumbrances, and there are no adverse claims or challenges against, or to the ownership of, or title to the Share;
(f) during the currency of this Agreement, Xxxxxxx shall remain the registered and beneficial holder of the Share, and shall keep the Share free and clear of all liens and encumbrances whatsoever;
(g) Xxxxxxx is not a party to any agreements, debt instruments, or commitments and Xxxxxxx is not subject to any charter, by-law or other corporate restriction, nor any order or other restriction that would prevent Xxxxxxx from entering into this Agreement or from completing the transactions contemplated by this Agreement;
(h) Xxxxxxx shall not grant any options or otherw...
Xxxxxxx’x Representations and Warranties. To induce Brandywine OP to enter into this Agreement and to acquire the Property, Xxxxxxxx makes the following representations and warranties with respect to the Property, upon each of which Xxxxxxxx acknowledges and agrees that Brandywine OP is entitled to rely and has relied:
Xxxxxxx’x Representations and Warranties. Xxxxxxx represents and warrants to the Company that:
(a) the execution, delivery and performance of this Agreement by Xxxxxxx have been duly and validly authorized by all necessary corporate action on the part of Xxxxxxx; this Agreement has been duly executed by Xxxxxxx, is a valid and binding agreement of Xxxxxxx, and is enforceable against Xxxxxxx in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law); and
(b) the execution, delivery and performance by Xxxxxxx of this Agreement does not violate or conflict with or result in a breach of or constitute (or with notice or lapse of time or both constitute) a default or result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever under Xxxxxxx’x organizational documents or under any agreement or instrument to which Xxxxxxx is a party or by which any of its properties or assets is bound or under any law or any order of any court or other agency of government.
Xxxxxxx’x Representations and Warranties. Xxxxxxx hereby makes the following representations and warranties to Poseida as of the Effective Date:
(a) Xxxxxxx has not granted any Third Party any rights under the Licensed Technology that would conflict with the rights granted hereunder.
(b) Xxxxxxx has the right to grant to Poseida licenses set forth in Article III of this Agreement.
(c) Exhibit A contains a complete and correct list of all Licensed Patent Rights existing as of the Effective Date.
(d) To Xxxxxxx’x knowledge, no Third Party is infringing any of the Licensed Patent Rights identified on Exhibit A.
(e) Xxxxxxx has not received any written notice of (i) any claim that any patent or trade secret right owned or Controlled by a Third Party would be infringed or misappropriated by the manufacture, use, sale, offer for sale or importation of Licensed Products in the Poseida Field as contemplated by this Agreement, or (ii) any threatened administrative proceedings or litigation seeking to invalidate or otherwise challenge the Licensed Patent Rights.
(f) None of the Licensed Patent Rights is the subject of any pending re-examination, opposition, interference or litigation proceedings.
(g) To Xxxxxxx’x knowledge, there have been no inventorship or ownership challenges with respect to any of the Licensed Patent Rights.
(h) There are no material agreements in existence as of the Effective Date pursuant to which a Third Party has licensed to Xxxxxxx any Licensed Patent Rights or pursuant to which Xxxxxxx or any of its Affiliates has otherwise acquired any Licensed Patent Rights from a Third Party.
Xxxxxxx’x Representations and Warranties. To induce Brandywine OP to enter into this Agreement and to acquire the Assigned Partnership Interests, Xxxxxxxx makes the following representations and warranties with respect to the Property, the Partnerships and the Corporations, as applicable, upon each of which Xxxxxxxx acknowledges and agrees that Brandywine OP is entitled to rely and has relied:
Xxxxxxx’x Representations and Warranties. The representations and warranties of Xxxxxxx set forth herein shall be true and correct at the Merger Date as though made at and as of that date, except as affected by transactions contemplated hereby.
Xxxxxxx’x Representations and Warranties. Except for any matters that may affect title to the Leases or the Xxxxx or that relate to the environment, as to which Xxxxxxx makes no representations or warranties in this Section 3.1 or elsewhere in this Agreement, Xxxxxxx represents and warrants to CEP that, as of the date hereof:
Xxxxxxx’x Representations and Warranties. Xxxxxxxx represents and warrants to Mascoma as of the Effective Date that:
Xxxxxxx’x Representations and Warranties. The Xxxxxxx is the lawful owner of the pledged shares. Once the Pledgee exercises its pledge right according to this Contract at any time, there shall be no interference from any other party. The Pledgee has right to dispose and transfer its pledge right according to the way set forth herein. The Xxxxxxx does not set any pledge right on his shares except the Pledgee's.
Xxxxxxx’x Representations and Warranties. Herndon hereby represents and warrants to Xxxxxxxx as of the Effective Date and as of the Closing Date as follows:
