Representations and Warranties by Xxxxxxx. Caterer represents and warrants Caterer is duly organized, validly existing and in good standing under the laws of the state of its organization; it is duly authorized and in good standing to conduct business in the State of Texas; it has all necessary power and has received all necessary approvals to execute and deliver this Agreement; and the individual executing this Agreement on behalf of Caterer has been duly authorized to act for and bind Caterer.
Representations and Warranties by Xxxxxxx. Appointment as Agent on behalf of Vendors. XXXXXXX hereby represents and warrants to the Vendor that pursuant to a power of attorney provided to XXXXXXX by XXXXXX, XXXXX, LOPEZ, MARINONI, NANO INVESTMENTS, NANO TECHNOLOGIES, LOS MARIPOSAS, CARINA, and OCEANIC, XXXXXXX has been appointed and authorized to execute this agreement on their behalf as Vendor, and to irrevocably bind them to the commitments made herein and confirms that the Purchaser is relying upon the accuracy of such representation and warranty in connection with the sale of the Purchased Shares and the completion of the transaction contemplated hereunder.
Representations and Warranties by Xxxxxxx. Sangamo represents and warrants to Pfizer that: (a) as of the Effective Date, Sangamo is the sole and exclusive owner of the Licensed Patents listed on Exhibit A, all of which are free and clear of any claims, liens, charges or encumbrances; (b) as of the Effective Date, Sangamo has the full right, power and authority to (i) grant the licenses and other rights (including the right to sublicense) granted to Pfizer under this Agreement and (ii) perform its obligations under this Agreement; (c) Exhibit J sets forth a true and complete list of all Products and Additional Product Candidates on which Sangamo or its Affiliates have conducted in vivo preclinical studies on or prior to the Effective Date; (d) (A) Exhibit A sets forth a true and complete list of all Licensed Patents (i) owned or otherwise Controlled by Sangamo or its Affiliates as of the Effective Date or (ii) to which Sangamo or its Affiliates have as of the Effective Date been granted or otherwise transferred any right to practice under, in each case that are necessary for the Development, Manufacture, or Commercialization of SB-525, (B) except for expired provisional patent applications, each such Patent Right , remains in full force and effect as of the Effective Date and (C) Sangamo or its Affiliates have timely paid, or caused the appropriate Third Parties to pay, all filing and renewal fees payable as of the Effective Date with respect to such Patent Rights; (e) as of the Effective Date, Xxxxxxx has disclosed to Pfizer all material scientific and technical information and all material information relating to the safety and efficacy of SB-525, in each case that was generated by or on behalf of it or its Affiliates; (f) to Sangamo’s knowledge as of the Effective Date, no Third Party (i) is infringing any Licensed Patents or (ii) has challenged or threatened to challenge the inventorship, ownership, Xxxxxxx’s right to use, scope, validity or enforceability of, or Sangamo’s or any Current Licensor’s rights in or to, any Licensed Patents (including, by way of example, through the institution or written threat of institution of interference, derivation, post-grant review, opposition, nullity or similar invalidity proceedings before the United States Patent and Trademark Office or any analogous foreign Governmental Authority); (g) as of the Effective Date, Xxxxxxx has complied with all applicable Laws, including any disclosure requirements, in connection with the filing, prosecution and maintenance ...
Representations and Warranties by Xxxxxxx. Grantee represents and warrants to the Company as follows:
Representations and Warranties by Xxxxxxx. Sellers, jointly and severally, represent and warrant to Purchaser as follows. For purposes of this Agreement, “knowledge of Sellers” or similar means the actual knowledge of Xxxx Xxxxxxx.
Representations and Warranties by Xxxxxxx. Xxxxxxx represents and warrants to Purchaser as follows:
Representations and Warranties by Xxxxxxx. Xxxxxxx and the Acquisition Subsidiaries hereby jointly and severally represent and warrant to Nordson as follows:
Representations and Warranties by Xxxxxxx. 2.01. Sellers make the following representations and warranties to Buyer:
Representations and Warranties by Xxxxxxx. Xxxxxxx represents and warrants to Bidder (on its own behalf and separately as trustee for each of the Bidder Indemnified Parties):
Representations and Warranties by Xxxxxxx. Shipper represents and warrants that:
