Representations and Warranties of XXXX Sample Clauses

Representations and Warranties of XXXX. XXXX hereby represents and warrants to the Seller and the Servicer as of the Initial Closing Date and each Subsequent Closing Date:

Representations and Warranties of XXXX. XXXX represents and warrants as follows: (a) As of the date of this Agreement, XXXX is the beneficial or record owner of the Shares and OP Units indicated on the signature page of this Agreement, and XXXX does not beneficially own any securities of the Company other than (i) the Shares and OP Units set forth on the signature page of this Agreement and (ii) any Common Stock beneficially owned under any compensation plan of the Company. XXXX has full power and authority to make, enter into and carry out the terms of this Agreement. This Agreement has been duly and validly executed and delivered by XXXX and constitutes a valid and binding agreement of XXXX enforceable against XXXX in accordance with its terms. (b) Except for this Agreement or as otherwise permitted by this Agreement, XXXX has full legal power, authority and right to vote or to direct the voting of all of the Shares then owned of record or beneficially as described in this Agreement, without the consent or approval of, or any other action on the part of, any other person or entity (subject to the terms of the JV Agreement with respect to Shares owned through STAG GI). Without limiting the generality of the foregoing, XXXX has not entered into any voting agreement (other than this Agreement and the JV Agreement) with any person or entity with respect to any of the Shares, granted any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposited any of the Shares in a voting trust, or entered into any arrangement or agreement with any person or entity limiting or affecting XXXX’x legal power, authority or right to vote the Shares on any matter. (c) The execution and delivery of this Agreement and the performance by XXXX of its agreements and obligations hereunder will not result in any breach or violation of or be in conflict with or constitute a default under any term of any agreement, judgment, injunction, order, decree, law, regulation or arrangement to which XXXX is a party or by which XXXX (or any of its assets) is bound. (d) XXXX is controlled by GI Partners.

Representations and Warranties of XXXX. XXXX hereby represents and warrants to GMAC as of the Closing Date:

Representations and Warranties of XXXX. XXXX represents, warrants and covenants that: (a) Bulk drug substance produced under this Agreement will be Produced, tested, and packaged in accordance with CGMP as specified in a Project Plan and Quality Agreement, will meet the Bulk Drug Substance Specifications that were in effect at time of Production when made available at XXXX’x shipping docks, and shall be free from defects in material and workmanship. (b) XXXX has obtained and will remain in compliance with all permits, licenses and other authorizations during the Term of this Agreement which are required under Applicable Laws. (c) Bulk Drug Substance provided to CLIENT by XXXX hereunder will not be adulterated or misbranded within the meaning of the FDCA. THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS SECTION 6.3 ARE EXPRESSLY IN LIEU OF AND EXCLUDE, AND XXXX HEREBY EXPRESSLY DISCLAIMS, ALL OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ARISING FROM A COURSE OF DEALING OR USAGE OR TRADE PRACTICE, WITH REGARD TO ANY PRODUCT DELIVERED HEREUNDER, WHETHER USED ALONE OR IN COMBINATION WITH OTHER SUBSTANCES OR NON-INFRINGEMENT OF THE PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY OTHER PERSON.

Representations and Warranties of XXXX. (a) Xxxx represents and warrants to the Company and the Bank that: (i) Xxxx is a corporation and is validly existing in good standing under the laws of the State of Ohio with full power and authority to provide the services to be furnished to the Bank and the Company hereunder. (ii) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Xxxx, and this Agreement has been duly and validly executed and delivered by Xxxx and is the legal, valid and binding agreement of Xxxx, enforceable in accordance with its terms. (iii) Each of Xxxx and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services. (iv) The execution and delivery of this Agreement by Xxxx, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation of Xxxx or any agreement, indenture or other instrument to which Xxxx is a party or by which it or its property is bound. (v) No approval of any regulatory or supervisory or other public authority is required in connection with Xxxx'x execution and delivery of this Agreement, except as may have been received. (vi) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the best knowledge of Xxxx, pending or threatened, which might materially adversely affect Xxxx'x performance under this Agreement.

Representations and Warranties of XXXX. XXXX represents and warrants to the Company that this Agreement has been duly authorized, executed and delivered by XXXX, and is a valid and binding obligation of XXXX, enforceable against XXXX in accordance with its terms. As of the date of this Agreement, XXXX beneficially owns 6,745,623 shares of the Company’s common stock and has voting authority over such shares.

Representations and Warranties of XXXX. Xxxx represents and warrants to each of the other parties hereto as follows:

Representations and Warranties of XXXX. XXXX hereby represents and warrants to the Holder as follows, and acknowledges that the Holder is relying upon such representations, warranties and covenants in entering into this Agreement:

Representations and Warranties of XXXX. Xxxx hereby represents, warrants and agrees that:

Representations and Warranties of XXXX. Xxxx hereby represents and warrants to AI that: (a) Hyperion is a corporation duly organized and validly existing and in good standing under the laws of the State of Colorado. (b) The Shares represent all of the outstanding shares of Hyperion’s capital stock as of the date hereof. (c) The Shares are duly authorized, validly issued and non-assessable. Xxxxxx Xxxx has good and marketable title to the Shares, free of all liens, charges and encumbrances. (d) Hyperion has conducted no business other than entering into the Asset Purchase Agreement. (e) Hyperion has filed all reports that it has been required to file with the Securities and Exchange Commission and none of such reports contains any misstatement of a material fact or omits to state a material fact necessary to make the statements contained therein not misleading. (f) There are no (i) civil, criminal or administrative actions, suits, claims, hearings, investigations or proceedings pending or, to the knowledge of Xxxxxx Xxxx, threatened against Hyperion or (ii) obligations or liabilities, whether or not accrued, contingent or otherwise, or any other facts or circumstances, that are reasonably likely to result in any claims against or obligations or liabilities of it. (g) Hyperion has prepared in good faith and duly and timely filed (taking into account any extension of time within which to file) all Tax Returns (as defined in the Asset Purchase Agreement) required to be filed by it and all such filed Tax Returns are complete and accurate in all material respects and: (i) it has paid all Taxes (as defined in the Asset Purchase Agreement) that are shown as due on such filed Tax Returns or that it is obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith; (ii) as of the date hereof, there are not pending or, to its knowledge of Xxxxxx Xxxx threatened, any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters; and (iii) there are not, to its knowledge, any unresolved questions or claims concerning its Tax liability. Hyperion has no liability with respect to Taxes.