Representations and Warranties of Shire. Shire represents and warrants to Duramed solely as of the date of this Agreement, subject to such exceptions as are specifically disclosed in the disclosure schedule supplied by Shire to Duramed and dated as of the date hereof (the “Shire Disclosure Schedule”) as follows:
Representations and Warranties of Shire. Shire hereby represents and warrants, on behalf of itself and its Affiliates, to the KemPharm Parties that:
Representations and Warranties of Shire. Shire represents, warrants and covenants to Neos that:
Representations and Warranties of Shire. Shire hereby represents and warrants to TKT that, as of the date of the Merger Agreement:
Representations and Warranties of Shire. Shire represents and warrants to --------------------------------------- Shareholder as follows: Shire has full legal right, power and authority to enter into and perform all of its obligations under this Agreement. The execution and delivery of this Agreement by Shire will not violate any other agreement to which Shire is a party. This Agreement has been duly executed and delivered by Shire and constitutes a legal, valid and binding agreement of Shire, enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws, now or hereafter in effect, affecting creditors rights and remedies generally or general principles of equity. Neither the execution and delivery of this Agreement nor the consummation by Shire of the transactions contemplated hereby will (i) violate, or require any consent, approval or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Shire or the Shares, except for the action contemplated by Section 5.2, or (ii) constitute a violation of, conflict with or constitute a default under, any contract, commitment, agreement, understanding, arrangement or other restriction of any kind to which Shire is a party or by which it is bound.
Representations and Warranties of Shire. Shire represents and --------------------------------------- warrants to Xxxxxxx that, except (A) as set forth in the Shire Disclosure Schedule delivered by Shire to Xxxxxxx at or prior to the execution of this Agreement (the "Shire Disclosure Schedule") (each section of which qualifies the ------------------------- correspondingly numbered representation and warranty), and (B) with respect to paragraphs (j), (m), (o), (p), (q), (r), (t), (w), (x) and (y) of this Section 3.2, as does not have, or could not reasonably be expected to have, individually or in the aggregate, a Shire Material Adverse Effect, the following is true and correct:
Representations and Warranties of Shire. Shire represents and warrants to WFHC as of the Effective Date as follows:
Representations and Warranties of Shire. Except as set forth in the Shire Disclosure Schedule delivered by Shire to BioChem prior to the execution of this Agreement (the "Shire Disclosure Schedule"), Shire represents and warrants to BioChem as follows:
Representations and Warranties of Shire. Shire represents and warrants to BioChem that: (a) Shire is a corporation duly incorporated and validly existing under the laws of England, and has full corporate power and authority to execute and deliver this Agreement and to carry out its obligations hereunder; (b) the execution and delivery of this Agreement by Shire and the consummation by Shire of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Shire and no other corporate proceedings on the part of Shire are necessary to authorize this Agreement or any of the transactions contemplated hereby; (c) this Agreement has been duly and validly executed and delivered by Shire, constitutes a legal, valid and binding obligation of Shire and, assuming this Agreement constitutes a legal, valid and binding obligation of BioChem, is enforceable against Shire in accordance with its terms, except as enforceability may be limited by bankruptcy and other laws affecting the rights and remedies of creditors generally and general principles of equity; (d) the execution and delivery of this Agreement by Shire do not, and the performance of this Agreement by Shire will not, (i) conflict with certificate of incorporation or bylaws of Shire, (ii) violate any order applicable to Shire or any of its subsidiaries or by which they or any of their property is bound or affected, or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the property or assets of Shire or any of its Subsidiaries pursuant to, any contract or agreement to which Shire or any of its Subsidiaries is a party or by which Shire or any of its Subsidiaries or any of their property is bound or affected, except, in the case of clauses (ii) and (iii) above, for violations, conflicts, breaches, defaults, rights of termination, amendment, acceleration or cancellation, liens or encumbrances which would not, in the aggregate, have a Material Adverse Effect on Shire; (g) the execution and delivery of this Agreement by Shire does not, and the performance of this Agreement by Shire will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except pursuant to the HSR Act, the CA or other applicabl...
Representations and Warranties of Shire. Shire hereby represents and warrants to Amicus as follows:
