Additional Representations, Warranties and Covenants of Prothena Sample Clauses

Additional Representations, Warranties and Covenants of Prothena. Prothena hereby further represents, warrants and covenants to Celgene that:
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Additional Representations, Warranties and Covenants of Prothena. Prothena hereby represents, warrants, and covenants to Roche that:
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Additional Representations, Warranties and Covenants of Prothena. Prothena hereby represents, warrants, and covenants to Roche that: (a)As of the Effective Date, Prothena is entitled to grant the rights and licenses granted to Roche under this Agreement, and is not currently bound by any agreement with any Third Party, or by any outstanding order, judgment, or decree of any court or administrative agency, that restricts it from granting to Roche the rights and licenses as set forth in this Agreement. 52 [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (b)As of the Effective Date, the Prothena Patent Rights and Prothena Know-How are Controlled by Prothena. (c)Prothena has not granted as of the Effective Date, and shall not grant during the Term, any right, option, license or interest in or to any of the Prothena Patent Rights or Prothena Know-How that is in conflict with the rights or licenses granted to Roche under this Agreement. (d)Exhibit 1.73 contains a complete and accurate list of all Prothena Patent Rights existing as of the Signing Date that claim inventions that are necessary or useful to Develop, make, use, sell, offer to sell, import or export the Lead Compound. (e)As of the Effective Date, the inventors of the Inventions disclosed and/or claimed in the Prothena Patent Rights have transferred or are under a contractual obligation to transfer to Prothena full ownership of the Patents and Patent Applications licensed to Roche under this Agreement, [*], to the extent any employee or contractor of such entities is an inventor of the claimed subject matter of such Patents and Patent Applications. (f)As of the Effective Date, Prothena is not in possession of information that would, in its reasonable opinion and to its knowledge, render invalid and/or unenforceable any claims that are in any of the Prothena Patent Rights, and Prothena has no knowledge of any inventorship disputes concerning any Prothena Patent Rights. (g)As of the Effective Date, except with respect to [*], Prothena has not received any notice of infringement of, or an invitation to obtain a license under, any Patent or Patent Application owned by any Third Party that could prevent Roche from making, having made, using, offering for sale, selling or importing the Lead Compound in the Territory. (h)In the event that [*] under the terms of [*]. (i)If, during the Term, Prothena has reason to believe t...
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Related to Additional Representations, Warranties and Covenants of Prothena

  • Additional Representations, Warranties and Covenants Borrowers and Guarantors, jointly and severally, represent, warrant and covenant with and to Agent and Lenders as follows, which representations, warranties and covenants are continuing and shall survive the execution and delivery hereof, and the truth and accuracy of, or compliance with each, together with the representations, warranties and covenants in the other Financing Agreements, being a continuing condition of the making of Loans by Lenders to Borrowers:

  • GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS Each Assignor represents, warrants and covenants, which representations, warranties and covenants shall survive execution and delivery of this Agreement, as follows:

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

  • Representations, Warranties and Covenants of Company The Company represents and warrants to, and covenants with, the Subscriber as follows:

  • Representations, Warranties and Covenants of the Client A. The Client hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:

  • Representations, Warranties and Covenants of the Company The Company hereby represents and warrants to, and covenants with, the Purchaser as follows:

  • CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS 2.1. The Company represents and warrants that the Policies are or will be registered under the 1933 Act or are exempt from or not subject to registration thereunder, and that the Policies will be issued, sold, and distributed in compliance in all material respects with all applicable state and federal laws, including without limitation the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the 1940 Act. The Company further represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established the Account as a segregated asset account under applicable law and has registered or, prior to any issuance or sale of the Policies, will register the Accounts as unit investment trusts in accordance with the provisions of the 1940 Act (unless exempt therefrom) to serve as segregated investment accounts for the Policies, and that it will maintain such registration for so long as any Policies are outstanding. The Company shall amend the registration statements under the 1933 Act for the Policies and the registration statements under the 1940 Act for the Accounts from time to time as required in order to effect the continuous offering of the Policies or as may otherwise be required by applicable law. The Company shall register and qualify the Policies for sales in accordance with the securities laws of the various states only if and to the extent deemed necessary by the Company.

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR Debtor represents, warrants and covenants as of the date of this Agreement and as of the date of each Collateral Schedule that:

  • Representations, Warranties and Covenants The Grantors jointly and severally represent, warrant and covenant to and with the Collateral Agent, for the benefit of the Secured Parties, that:

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