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 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. 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. Xxxxxxxx represents and warrants to Mascoma as of the Effective Date that:
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. 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. 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 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. Xxxxxxx hereby represents and warrants to and in favour of Spectra as follows, and acknowledges that Spectra is relying upon such representations and warranties in connection with the matters contemplated by this Agreement:
(a) Xxxxxxx is a corporation duly incorporated, organized and is validly subsisting under the laws of the Commonwealth of Pennsylvania and is a non-resident corporation for the purposes of the ITA.
(b) Xxxxxxx has the requisite power and authority to execute, deliver and enter into this Agreement and the Collateral Documents and to perform the actions and complete the transactions to be completed by Xxxxxxx hereunder.
(c) This Agreement and the Collateral Documents to be executed and delivered by Xxxxxxx have been duly and validly executed and delivered by Xxxxxxx and constitute the legal, valid and binding obligation of Xxxxxxx, enforceable against it in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, moratorium or similar Laws affecting the enforcement of creditors' rights generally.
(d) Xxxxxxx is, and has been for not less than the past 12 months, a public company not in default under the securities laws of the United States and in any applicable jurisdiction in the United States (the "U.S. JURISDICTIONS") since November 13, 1996, has filed with the securities regulatory authorities of such U.S. Jurisdictions all documents required to be filed by it pursuant to the securities laws of such U.S. Jurisdictions and the published policies of such regulatory authorities and all such documents when filed complied in all material respects with the then applicable requirements of such laws and policies. As of their respective dates, none of such documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
(e) Neither the entering into and the delivery of the Agreement nor the completion of the transactions contemplated by the Agreement by Xxxxxxx will result in the violation of:
A. any of the provisions of the constituting documents or by-laws of Xxxxxxx;
B. any Applicable Law; or
C. any material agreement or other material instrument to which Xxxxxxx is a party or by which Xxxxxxx is bound.
(f) No notices, consents, authorizations, licenses, permits, approvals or orders of any per...
Xxxxxxx’x Representations and Warranties. XXXXXXX hereby represents, warrants, and agrees as follows, to and for the benefit of the SIONIX: (i) it is duly organized, validly existing, and in good standing under the laws of Ohio, and has the requisite power and authority to own and operate the properties and to carry on its business as now conducted; (ii) it has the requisite power and authority to enter into this Agreement and to carry out its obligations hereunder and the execution and delivery of this Agreement by XXXXXXX and the consummation of the transactions contemplated herein have been duly authorized, and no other corporate proceedings on the part of XXXXXXX is necessary to authorize this Agreement and such transactions; (iii) this Agreement has been duly executed and delivered by XXXXXXX and constitutes a valid and binding obligation of XXXXXXX enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, or oilier similar laws relating to the enforcement of creditors' rights generally and by general principles of equity; (iv) it possesses the legal capacity to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; (v) it is not subject to nor obligated under any provision of its articles of incorporation or bylaws, any agreement, arrangement, or understanding, any license, franchise, or permit, or any law. regulation, order, judgment, or decree, which would be breached or violated, or in respect of which a right of termination or acceleration would arise, or pursuant to which any encumbrance on any of its assets would be created, by its execution, delivery, and performance of this Agreement and the consummation by it of the transactions contemplated hereby, and (vi) there are no suits, claims, actions, arbitrations, investigations, or proceedings entered against, now pending, or, to the knowledge of XXXXXXX, threatened against XXXXXXX before any court, arbitration, administrative or regulatory body, or any governmental agency, and XXXXXXX is not subject to any continuing court or administrative order, writ, injunction, or decree and is not in default with respect to any order, writ, injunction, or decree of any court or federal, state, municipal, or oilier governmental department, commission, board, agency, or instrumentality.
