Representations and Warranties of Xxxxx. Xxxxx represents and warrants to Spruce that, as of the Effective Date:
(a) it has the full right, power and authority to enter into this Agreement, to grant the rights and licenses granted under Articles 2 and 3, and its execution of this Agreement, the fulfillment of its obligations and performance of its activities hereunder do not conflict with, violate, or breach or constitute a default under any material contractual obligation or court or administrative order by which Lilly is bound;
(b) to the knowledge of Lilly, there are no legal claims, judgments or settlements against or owed by Lilly or any of its Affiliates, threatened or pending legal claims or litigation, in each case relating to the Licensed Patents;
(c) all necessary consents, approvals and authorizations of all government authorities and other persons required to be obtained by Lilly as of the Effective Date in connection with the execution, delivery and performance of this Agreement have been obtained;
(d) it is the owner or exclusive licensee of or otherwise Controls the right, title and interest in and to the Licensed Patents and related Licensed Know-How, and has the right to grant to Spruce the licenses that it purports to grant hereunder and has not granted any Third Party rights that would interfere or be inconsistent with Spruce’s rights hereunder;
(e) the Licensed Patents and Licensed Know-How are not subject to any existing royalty or other payment obligations to any Third Party;
(f) it has disclosed to Spruce a complete and accurate record of all material information and data relating to the results of all pre-clinical and clinical studies on Licensed Products or the Licensed Compound, conducted by or on behalf of Lilly or any of its Affiliates or otherwise known to Lilly, including, without limitation, the status and interim results of all ongoing clinical and preclinical studies, and the clinical development and Regulatory Application and Regulatory Approval activities undertaken to date, and all such information and data is complete and accurate in all material respects;
(g) neither it nor any of its Affiliates has been debarred or is subject to debarment;
(h) it has the authority to bind its Affiliates to the terms of this Agreement, as applicable, and to grant the rights and licenses granted on behalf of its Affiliates as set forth herein;
(i) all documents required to be filed and all payments required to be made in order to prosecute and maintain each Patent in the Licen...
Representations and Warranties of Xxxxx. Xxxxx hereby represents and warrants to Amylin as of the Effective Date that:
Representations and Warranties of Xxxxx. Xxxxx hereby represents and warrants to the Shareholders as follows:
Representations and Warranties of Xxxxx. Xxxxx represents and ---------------------------------------- warrants to the Company that:
(a) Xxxxx is registered as a broker-dealer with the Commission and a member of the NASD, and is in good standing with the Commission and the NASD.
(b) Xxxxx is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, with full corporate power and authority to provide the services to be furnished to the Company hereunder.
(c) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Xxxxx, and this Agreement is a legal valid and binding obligation of Xxxxx, enforceable in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally or by general equity principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent that the provisions of Sections 7 and 8 hereof may be unenforceable as against public policy).
(d) Xxxxx and each of its employees, agents and representatives who shall perform any of the services required hereunder to be performed by Xxxxx shall be duly authorized and shall have all licenses, approvals and permits necessary, to perform such services, and Xxxxx is a registered selling agent in the jurisdictions in which the Certificates are to be offered for sale and will remain registered in such jurisdictions in which the Company is relying on such registration for the sale of the Certificates.
(e) The execution and delivery of this Agreement by Xxxxx, the fulfillment of the terms set forth herein and the consummation of the transactions contemplated hereby shall not violate or conflict with the corporate charter or bylaws of Xxxxx or violate, conflict with or constitute a breach of, or default (or an event which, with notice or lapse of time, or both, would constitute a default) under, any material agreement, indenture or other instrument by which Xxxxx is bound or under any governmental license or permit or any law, administrative regulation, authorization, approval or order or court decree, injunction or order.
(f) Any funds received by Xxxxx to purchase Certificates will be handled in accordance with Rule 15c2-4 under the 0000 Xxx.
(g) There is not n...
Representations and Warranties of Xxxxx. Xxxxx hereby represents and warrants to the Company that:
Representations and Warranties of Xxxxx. Xxxxx represents and warrants to the Shareholder that Xxxxx has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution, delivery and performance by Xxxxx of this Agreement and the consummation by Xxxxx of the transactions contemplated hereby have been duly authorized by the Board of Directors of Xxxxx, and no other corporate action on the part of Xxxxx is necessary to authorize the execution, delivery or performance by Xxxxx of this Agreement and the consummation by Xxxxx of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Xxxxx and is a valid and binding agreement of Xxxxx, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights generally.
Representations and Warranties of Xxxxx. Xxxxx hereby represents and warrants to Seminis as follows:
Representations and Warranties of Xxxxx. Xxxxx hereby represents and warrants to Buyer and Seller that as of the date of this Agreement:
Representations and Warranties of Xxxxx. Xxxxx represents and warrants that:
a) Xxxxx is a corporation duly organized, validly existing and in good standing under the laws of the Federal Republic of Germany and is duly qualified as a corporation authorized to do business under the laws of the Federal Republic of Germany;
b) Xxxxx has all requisite corporate power, authority and legal right to enter into this Agreement and to perform and observe the provisions of this Agreement;
c) the execution, delivery and performance by Xxxxx of this Agreement and the consummation of the transactions contemplated thereby are within corporate powers and do not contravene Conti’s constituting documents;
d) this Agreement constitutes valid and binding obligations of Xxxxx, enforceable against Xxxxx in accordance with their terms;
e) apart from those already obtained by Xxxxx, no authorization, approval, consent or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other consent or approval is required for the due execution, delivery and performance by Xxxxx of this Agreement and the consummation of the transactions contemplated thereby;
f) Xxxxx has not previously assigned or granted a security interest in the Building Contract to any other person other than Nord/LB in connection with the financing of the purchase price of the Vessel, which interest will be fully released and discharged as of the delivery of the Vessel to Seaspan;
g) Xxxxx has provided Seaspan with a full and complete copy of the Building Contract, including the amendments as set out in Exhibit VI and the refund guarantee and there are no other amendments; and
h) the Building Contract is in full force and effect and, as of the date hereof, Xxxxx is in full compliance with its terms and conditions.
Representations and Warranties of Xxxxx. In order to induce the Company to accept this Option Agreement, Xxxxx hereby represents and warrants to the Company as follows:
a. If in the future Xxxxx desires to offer or dispose of the Option or any the Shares or any interst therein, he will do so only in compliance with applicable securies laws and this Option Agreement.
x. Xxxxx acknowledges that there may be restrictions under the securities laws of the jurisdiction(s) in which he resides on the sale of the Shares he obtains on exercise of the Option, and that he should seek legal assistance before proceeding with the purchase or sale of said Shares.
x. Xxxxx agrees that the representations and warranties of Xxxxx set forth in this Section 9 shall survive the exercise of the Option and the termination or expiration of this Option Agreement for a period of six months.
