Mutual Representations, Warranties and Covenants Sample Clauses

Mutual Representations, Warranties and Covenants. Each of the Parties represents, warrants, and covenants to each other Party, as of the date such Party executed and delivers this Agreement: (a) it is validly existing and in good standing under the Laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability; (b) except as expressly provided in this Agreement (including the Restructuring Term Sheet), the Plan, and the Bankruptcy Code, no consent or approval is required by any other person or entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; (c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documents; (d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and (e) except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreement.

Mutual Representations, Warranties and Covenants. Each Party hereby represents and warrants to the other Party, as of the Effective Date, as follows:

Mutual Representations, Warranties and Covenants. Each Party hereby represents, warranties, and covenants that:

Mutual Representations, Warranties and Covenants. (a) Each of the Parties, severally and not jointly, represents and warrants to each other Party that the following statements are true, correct, and complete as of the date hereof (or the date that a Transferee becomes a Party): (i) it is validly existing and in good standing under the laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability; (ii) except as expressly provided in this Agreement or in the Bankruptcy Code (if applicable) or as may be required for disclosure by the Securities and Exchange Commission, no material consent or approval of, or any registration or filing with, any other Person is required for it to carry out the Restructuring contemplated by, and perform its obligations under, this Agreement; (iii) except as expressly provided in this Agreement or the Bankruptcy Code (if applicable), it has all requisite organizational power and authority to enter into this Agreement and to carry out the Restructuring contemplated by, and perform its obligations under, this Agreement; (iv) the execution and delivery by it of this Agreement, and the performance of its obligations hereunder, have been duly authorized by all necessary organizational action on its part; (v) it has been represented by counsel in connection with this Agreement and the transactions contemplated by this Agreement; and (vi) the execution, delivery, and performance by such Party of this Agreement does not and will not (1) violate any provision of law, rule, or regulation applicable to it or any of its subsidiaries or its charter or bylaws (or other similar governing documents) or those of any of its subsidiaries, (2) conflict with, result in a breach of, or constitute (with or without notice or lapse of time or both) a default under any material debt for borrowed money to which it or any of its subsidiaries is a party, or (3) violate any order, writ, injunction, decree, statute, rule, or regulation; provided that, (x) the foregoing shall not apply with respect to the Company on account of any defaults arising from the commencement of the Chapter 11 Cases or the pendency of the Restructuring and (y) for the avoidance of doubt, but without limiting the ...

Mutual Representations, Warranties and Covenants. Each Party makes the following representations, warranties and covenants to each of the other Parties, each of which are continuing representations, warranties and covenants:

Mutual Representations, Warranties and Covenants. Each of the Parties represents, warrants, and covenants to the others, as of the date of this Agreement, as follows (each of which is a continuing representation, warranty, and covenant):

Mutual Representations, Warranties and Covenants. Each party hereto represents, warrants and covenants (with respect to itself/himself only) to the other party hereto that, to its/his respective best knowledge and belief as of the date of each party’s respective signature below:

Mutual Representations, Warranties and Covenants. Each party hereby represents and warrants to the other party as of the Effective Date as follows: 2.1.1 Such party is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of the state in which it is incorporated or formed. 2.1.2 Such party (a) has the corporate power and authority to enter into this Agreement and to perform its obligations hereunder, (b) is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder, and (c) has the full right, power and authority to grant all of the licenses and rights granted to the other party under this Agreement. This Agreement is legally binding upon such party and enforceable against such party in accordance with its terms. 2.1.3 All necessary consents, approvals and authorizations of all governmental authorities and other Persons required to be obtained by such party for the valid execution, delivery or performance of this Agreement by such party have been obtained, excluding Regulatory Approvals necessary for Commercialization or commercial Manufacture of the Compound or any Product. 2.1.4 The execution and delivery of this Agreement by such party and the performance of such party’s obligations hereunder: (a) do not conflict with or violate any requirement of Applicable Law; and (b) subject to the other party’s compliance with the terms and conditions of this Agreement, including, in the case of Melinta, Section 3.7 hereof, do not conflict with, or constitute a default under, any contractual obligation of such party. 2.1.5 Neither such party nor any of its Controlled Affiliates involved in the performance of this Agreement has been excluded from participation in any government healthcare program, debarred or disqualified from or under any other federal program, convicted of any offense defined in 42 U.S.C. § 1320a-7, or otherwise deemed ineligible for participation in any healthcare program, nor is such party aware of any pending or threatened actions against such party or any of its Controlled Affiliates that would give rise to any such exclusion, ineligibility, debarment, disqualification or conviction. In addition, each party hereby agrees (x) to reasonably cooperate with the other party with respect to any investigation or audit by a Regulatory Authority or other Governmental Authority or meeting their respective compliance obligations arising under any Applicable Law, including without limitation Healthcare Laws, or ...

Mutual Representations, Warranties and Covenants. Licensor and Licensee each warrants, represents and covenants to the other that:

Mutual Representations, Warranties and Covenants. Each Party represents, warrants, and covenants to the other that it has the full right, power, and authority to enter into this Agreement, to grant the rights and licenses granted under this Agreement and to perform its obligations under this Agreement;