Representations and Warranties Certain Covenants. (a) Pledgor hereby represents and warrants that Pledgor is the legal and equitable owner of the Pledged Collateral free and clear of all liens, charges, encumbrances and security interests of every kind and nature, other than Permitted Encumbrances (as defined below).
Representations and Warranties Certain Covenants. Each of Assignor and Assignee hereby represents and warrants to the other party hereto that (i) the execution, delivery and performance of this Agreement by it are within its corporate powers, and have been duly authorized by all necessary corporate or other action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it, (ii) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms, subject to any equitable defenses, (iii) it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of any other party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement and (iv) it has obtained all consents and approvals of governmental authorities as may be applicable to it with respect to the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby.
Representations and Warranties Certain Covenants. 11 6.1 Mutual Representations and Warranties 11 6.2 Additional CCT Representations and Warranties 11 6.3 Alliqua Compliance with Applicable Law 11 ARTICLE 7 INDEMNIFICATION AND INSURANCE 12 7.1 CCT Indemnification 12 7.2 Alliqua Indemnification 12 7.3 Indemnification Procedures 12 7.4 Limitation of Liability 13 7.5 Insurance 13 ARTICLE 8 CONFIDENTIAL INFORMATION 14 8.1 Confidentiality 14 8.2 Authorized Disclosure 14 8.3 Return of Confidential Information 14 8.4 Publicity; Terms of the Agreement; Confidential Treatment 15 8.5 Technical Publication 16 8.6 Equitable Relief 16 ARTICLE 9 TERM AND TERMINATION 16 9.1 Term 16 9.2 Termination 16 9.3 Effects of Termination 17 ARTICLE 10 GENERAL PROVISIONS 18 10.1 Entire Agreement; Amendment 18 10.2 Force Majeure 18 10.3 Notices 18 10.4 No Strict Construction; Headings 19 10.5 Assignment 20 10.6 Performance by Affiliates 20 10.7 Further Actions 20 10.8 Severability 20 10.9 No Waiver 20 10.10 Independent Contractors 20 10.11 Governing Law 21 10.12 Counterparts 21 SUPPLY AGREEMENT THIS SUPPLY AGREEMENT (this “Agreement”) dated as of November 14, 2013 (the “Effective Date”), by and between Anthrogenesis Corporation, a Delaware corporation doing business as Celgene Cellular Therapeutics (“CCT”), and Alliqua, Inc., a Florida corporation (“Alliqua”). Alliqua and CCT may each be referred to as a “Party” or collectively be referred to as the “Parties”.
Representations and Warranties Certain Covenants. Borrower hereby represents and warrants (which representations and warranties likewise shall be deemed to have been renewed by Borrower upon each Borrowing under the Credit Agreement) that: (i) Borrower has the complete and unconditional authority to pledge the Pledged Collateral; (ii) Borrower holds the Pledged Collateral free and clear of any and all liens, charges, encumbrances and security interests thereon (other than in favor of the Agent) and has good right, title and legal authority to pledge the Pledged Collateral in the manner contemplated herein; (iii) all membership interests or stock now owned or hereafter owned by Borrower and constituting or which will constitute Pledged Collateral hereunder is, or will be on date of pledge thereof, validly issued, fully paid and non-assessable; and (iv) no authorization, approval, or other action by, and no notice to or filing with, any governmental authority or regulatory body is required either (1) for the pledge by Borrower of the Pledged Collateral pursuant to this Agreement or for the execution, delivery or performance of this Agreement by Borrower or (2) for the exercise by Agent of the voting or other rights provided for in this Agreement or the remedies in respect of the Pledged Collateral pursuant to this Agreement (except as may be required in connection with the exercise of such rights or remedies by laws affecting the voting, offering and sale of securities generally).
Representations and Warranties Certain Covenants. Section 10.1
Representations and Warranties Certain Covenants. SECTION (a) The General Partner hereby represents and warrants to the Owner that:
Representations and Warranties Certain Covenants. 18 6.1 Due Organization; Power and Authority, etc. 18 6.2 Authorization; Enforceability 19 6.3 Compliance with Laws and Other Instruments 19 6.4 Executing Parties 19 6.5 Corporate Opportunities. 19 7. Miscellaneous. 20 7.1 Binding Effect 20 7.2 Amendments 20 7.3 Notices 20 7.4 Applicable Law 21 7.5 Counterparts 21 7.6 Termination 21 7.7 Entire Agreement 21 7.8 Severability of Provisions 21 7.9 Specific Performance 21 7.10 Jurisdiction 22 7.11 Waiver of Right to Jury Trial 22 7.12 No Conflicting Agreement 22 7.13 Conflicts with Company Organizational Documents 22 SHAREHOLDERS AGREEMENT This SHAREHOLDERS AGREEMENT, dated as of [l], 2023,1 (the “Effective Date”) is made and entered into by and among the shareholders listed on Schedule A hereto (the “Shareholders”) and Xxxxxxxx Insurance Group, Ltd., a Bermuda exempted company (the “Company”). In consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
Representations and Warranties Certain Covenants. 9.1 Lilly warrants that it has the right to grant Amarin the licenses set forth in this Agreement, except as limited by Athena's or Elan's rights in the Xxxx or Permax(R). Lilly warrants that there is no impediment to Lilly's granting such licenses or entering into this Agreement, except as limited by Athena's or Elan's rights in the Xxxx or Permax(R). Furthermore, Lilly represents and warrants to Amarin that:
Representations and Warranties Certain Covenants. 18 6.1 Due Organization; Power and Authority, etc. ........................................................18 6.2
Representations and Warranties Certain Covenants. The Grantor represents and warrants as follows:
