REPRESENTATIONS AND WARRANTIES OF L▇▇▇▇ Clause Samples
REPRESENTATIONS AND WARRANTIES OF L▇▇▇▇. L▇▇▇▇ represents and warrants to Victory that the statements contained in this Section 3 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3), except as set forth in Annex I attached hereto.
REPRESENTATIONS AND WARRANTIES OF L▇▇▇▇. L▇▇▇▇ hereby represents and warrants to the D▇▇▇▇▇ Parties that (a) L▇▇▇▇ has the power and authority to enter into this Agreement and to carry out his obligations hereunder, (b) the execution and delivery of this Agreement by L▇▇▇▇ have been duly authorized by all necessary action on the part of L▇▇▇▇ and no other actions on the part of L▇▇▇▇ are necessary to authorize this Agreement, (c) this Agreement has been duly executed and delivered by L▇▇▇▇ and constitutes a valid and binding obligation of L▇▇▇▇, and, assuming this Agreement constitutes a valid and binding obligation of the D▇▇▇▇▇ Parties, is enforceable against L▇▇▇▇ in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (d) none of the execution, delivery or performance of this Agreement by L▇▇▇▇ constitutes a breach or violation of, or conflicts with any provision of any material agreement to which L▇▇▇▇ is a party and (e) none of such material agreements would impair in any material respect the ability of L▇▇▇▇ to perform his obligations hereunder.
REPRESENTATIONS AND WARRANTIES OF L▇▇▇▇. ▇▇▇▇▇ hereby represents and warrants to Advancis as of the date hereof, subject to the exceptions as are specifically disclosed in the schedules (referencing the appropriate Sections hereof) supplied by Lilly (the “Lilly Disclosure Schedules”), which Lilly Disclosure Schedules shall be deemed to be the representations and warranties of Lilly as if made herein, as follows:
REPRESENTATIONS AND WARRANTIES OF L▇▇▇▇. ▇▇▇▇▇ hereby represents and warrants to Parent and Acquiror that:
REPRESENTATIONS AND WARRANTIES OF L▇▇▇▇. ▇▇▇▇▇ represents and warrants to Transition that as of the Effective Date:
(a) it has the full right, power and authority to enter into this Agreement, to grant the rights and licenses granted under Articles 2 and 3, and the fulfillment of its obligations and performance of its activities hereunder do not materially conflict with, violate, or breach or constitute a default under any material contractual obligation or court or administrative order by which Lilly is bound;
(b) to the knowledge of Lilly, there are no legal claims, judgments or settlements against or owed by Lilly or pending legal claims or litigation, in each case relating to the Licensed Patents;
(c) all necessary consents, approvals and authorizations of all government authorities and other persons required to be obtained by Lilly as of the Effective Date in connection with the execution, delivery and performance of this Agreement have been obtained;
(d) Lilly does not have any current knowledge that would cause any of its representations or warranties to Transition to be incorrect or untrue;
(e) it is the owner or exclusive licensee of or otherwise Controls the right, title and interest in and to the Licensed Patents and related Licensed Know-How, and has the right to grant to Transition the licenses that it purports to grant hereunder and has not granted any Third Party rights that would interfere or be inconsistent with Transition’s rights hereunder;
(f) the Licensed Patents and Licensed Know-How are not subject to any existing royalty or other payment obligations to any Third Party;
(g) it is not aware of any other Patents, Know-How, or other intellectual property right, other than that which is licensed hereunder to Transition, which the Development, manufacture, use, sale and/or Commercialization of Products as contemplated hereunder would infringe;
(h) as of the Effective Date, any issued Licensed Patents are valid and enforceable and it is not aware of any action, suit, inquiry, investigation or other proceeding threatened, pending, or ongoing brought by any Third Party that challenges or threatens the validity or enforceability of any of the Licensed Patents or that alleges the use of the Licensed Patents or the related Licensed Know-How or the development, manufacture, commercialization and use of the Lead Compound or Licensed Products would infringe or misappropriate the intellectual property or intellectual property rights of any Third Party (and it has not received any notice a...
REPRESENTATIONS AND WARRANTIES OF L▇▇▇▇. ▇▇▇▇▇ hereby represents and warrants to ViroPharma, with respect to the Territory unless otherwise specifically stated, that as of the Effective Date, subject to the exceptions as are specifically disclosed in the schedules (referencing the appropriate Sections hereof) supplied by Lilly (the “Lilly Disclosure Schedules”), as follows:
REPRESENTATIONS AND WARRANTIES OF L▇▇▇▇. ▇▇▇▇▇ represents and warrants to, and covenants with, the Consultants as follows: