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. 25 7.1 Representations, Warranties and Covenants of each Party 25 7.2 Representations and Warranties of Meiji 26 7.3 Representations and Warranties of Xxxxx 27 7.4 No Warranties 28 Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. CONFIDENTIAL TREATMENT REQUESTED ARTICLE 8 INDEMNIFICATION 28 8.1 General Indemnification By Meiji 28 8.2 General Indemnification By Xxxxx 28 8.3 Pfizer Claim 29 8.4 Notice 29 8.5 Defense 29 8.6 Cooperation 29 8.7 Settlement 29 ARTICLE 9 TERM AND TERMINATION 30 9.1 Term 30 9.2 Termination 30 9.3 Effects of Expiration or Termination 32 ARTICLE 10 MISCELLANEOUS 34 10.1 Assignment; Successors 34 10.2 Export Control 34 10.3 Compliance with Applicable Laws 34 10.4 Choice of Law 34 10.5 Dispute Resolution 34 10.6 Injunctive Relief 35 10.7 Notices 36 10.8 Severability 36 10.9 Integration 36 10.10 English Language 37 10.11 Section 365(n) 37 10.12 Waivers and Amendments 37 10.13 Independent Contractors; No Agency 37 10.14 Execution in Counterparts; Facsimile Signatures 37 10.15 Exclusions and Limitations of Liability 38 10.16 Performance by Affiliates 38 10.17 Force Majeure 38 10.18 No Third Party Beneficiary Rights 38 10.19 Non-exclusive Remedy 38 10.20 Interpretation 39 10.21 Further Assurances 39 10.22 Construction 39 10.23 Records Generally 39 10.24 Press Releases and Publicity 39 Exhibit A – Key Terms of Clinical Supply Agreement Exhibit B – Compound Exhibit C – Selected Items of WLJ Know-How Exhibit D – Selected Items of Meiji Know-How Exhibit E – Pfizer Letter Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.
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 (a) The General Partner hereby represents and warrants to the Owner that:
Representations and Warranties Certain Covenants. Section 10.1
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. 16 7.1 Mutual Representations and Warranties 16 7.2 Premas Representations and Warranties 17 7.3 Premas Covenants 19
Representations and Warranties Certain Covenants. (a) Each Investor hereby represents and warrants with respect to itself that (a) it has all limited partnership, corporate or other organizational power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement by such Investor has been duly and validly authorized and approved by all necessary limited partnership, corporate or other organizational action by it, and no other proceedings or actions on the part of it are necessary therefor; (c) the execution, delivery and performance by it of this letter agreement do not and will not (i) violate the organizational documents of any Investor or any rule of Law or (ii) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under, any material contract to which it is a party, (d) this letter agreement has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against it in accordance with the terms of this letter agreement; (e) its Maximum Investor Commitment is less than the maximum amount that it is permitted to invest in any one portfolio investment pursuant to the terms of its constituent documents or otherwise; (f) it has and, until termination of this letter agreement in accordance with the terms hereof, will have uncalled capital commitments or otherwise has and will have available funds in excess of the sum of its Maximum Investor Commitment and the aggregate amount of all other commitments and obligations it currently has outstanding; and (g) all consents, approvals, authorizations, permits of, filings with and notifications to, any governmental authority necessary for the due execution, delivery and performance of this letter agreement by such Investor have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required in connection with the execution, delivery or performance of this letter agreement.
Representations and Warranties Certain Covenants. 7.1. The XX Xxxxxxx (severally and only with respect to themselves), represent and warrant to the Acquirer that the respective Seller Warranties are true and correct as of the Execution Date and shall remain true and correct, as on the Execution Date and on the NR Closing Date, with the same effect as though made at that time.
