Representations and Warranties 12.1Mutual Representations and Warranties Sample Clauses

Representations and Warranties 12.1Mutual Representations and Warranties. Each Party represents and warrants to the other that, as of the Restatement Effective Date: (a) it is duly organized and validly existing under the laws of its jurisdiction of incorporation or formation, and has full corporate or other power and authority to enter into this Agreement and to carry out the provisions hereof; (b) it is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder, and the person or persons executing this Agreement on its behalf has been duly authorized to do so by all requisite corporate or partnership action; and (c) this Agreement is legally binding upon it, enforceable in accordance with its terms, and does not conflict with any agreement, instrument or understanding, oral or written, to which it is a Party or by which it may be bound, nor violate any material law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it. 12.2PharmaMar Representations and Warranties. Except as disclosed to Jazz in writing as of the Restatement Effective Date, PharmaMar represents and warrants to Jazz that as of the Restatement Effective Date: (a)Exhibit B attached hereto contains a true and complete list of the PharmaMar Patents existing as of the Restatement Effective Date in the Jazz Territory;(b)The PharmaMar Patents include all of the Patent Rights owned by or licensed to PharmaMar or its Affiliates that claim or disclose Licensed API or Licensed Product, or the manufacture, use, sale, offer for sale or import of Licensed API or Licensed Product; (c)PharmaMar (i) has the right to grant the Jazz License; and (ii) except as provided for the EAP Agreement, has not granted to any Third Party any license or other right with respect to Licensed API, Licensed Product or PharmaMar Technology that conflicts with the Jazz License and other rights granted to Jazz herein; (d)There are no agreements in effect as of the Restatement Effective Date between PharmaMar and a Third Party under which rights with respect to the PharmaMar Technology are licensed to PharmaMar; (e)No Information [***] is necessary for the manufacture, use, sale, offer for sale or importation of any Licensed API or Licensed Product or is otherwise used by PharmaMar, its Affiliates or Third Party Partners in the manufacture, use, sale, offer for sale or import of any Licensed API or Licensed Product as of the Restatement Effective Date; (f)PharmaMar is the sole and exclusive owner of all right, ti...