Common use of Representations and Warranties of Issuer Clause in Contracts

Representations and Warranties of Issuer. Issuer hereby represents and warrants to Grantee that Issuer has all requisite corporate power and authority and has taken all corporate action necessary to authorize, execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby; this Agreement has been duly and validly authorized, executed and delivered by Issuer and constitutes a valid and binding agreement of Issuer enforceable against Issuer in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. Issuer hereby further represents and warrants to Grantee that it has taken all necessary corporate action to authorize and reserve for issuance upon exercise of the Option the shares of Common Stock issuable upon exercise of the Option and that all shares of Common Stock, upon issuance pursuant to the Option, will be delivered free and clear of all claims, liens, encumbrances, and security interests (other than those created by this Agreement) and not subject to any preemptive rights. There are no agreements, instruments, securities, arrangements, or plans which would create any additional cost or burden on any exercise of the Option. Issuer has taken all action necessary to make inapplicable to Grantee any state takeover, business combination, control share or other similar statute and any charter provisions which would otherwise be applicable to Grantee or any transaction involving Issuer and Grantee by reason of the grant of the Option, the acquisition of beneficial ownership of shares of Common Stock as a result of the grant of the Option, or the acquisition of shares of Common Stock upon exercise of the Option, except for statutes or provisions which by their terms cannot be waived or rendered inapplicable by any action of the Board of Directors of the Issuer.

Representations and Warranties of Issuer. Issuer hereby represents and warrants to Grantee Holder that Issuer has all requisite corporate power and authority and has taken all corporate action necessary to authorize, execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby; and that this Agreement has been duly and validly authorized, executed and delivered by Issuer and constitutes a valid and binding agreement of Issuer enforceable against Issuer in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principlesIssuer. Issuer hereby further represents and warrants to Grantee Holder that it has taken all necessary corporate action to authorize and reserve for issuance upon exercise of the Option the number of shares of Common Stock equal to the maximum number of shares of Common Stock at any time or from time to time issuable upon exercise of the Option and that all shares of Common Stock, upon issuance pursuant to the Option, will be delivered free and clear of all claims, liens, encumbrances, and security interests (other than those created by this Agreement) and not subject to any preemptive rights. There are no agreementsThe execution and delivery of this Agreement, instrumentsthe grant of the Option hereunder and the exercise in whole or in part of the Option in accordance with this Agreement, securitieswill not (i) result in the occurrence of any "Distribution Date," "Stock Acquisition Date" or "Triggering Event" under any rights agreement of the Issuer, arrangements(ii) permit any Person to exercise any rights issued under such rights agreement, or plans (iii) cause the separation of any such rights from the shares of Common Stock to which would create any additional cost they are attached or burden on any exercise of the Optionsuch rights becoming exercisable. Issuer has taken all action necessary to make inapplicable to Grantee any state takeover, business combination, control share or other similar statute and any charter provisions which would otherwise be applicable to Grantee or any transaction involving Issuer and Grantee by reason of the grant of the Option, the acquisition of beneficial ownership of shares of Common Stock as a result of the grant of the Option, or the acquisition of shares of Common Stock upon exercise of the Option, except for statutes or provisions which by their terms cannot be waived or rendered inapplicable by any action of Issuer or the Board of Directors of the Issuer.

Representations and Warranties of Issuer. Issuer hereby represents and warrants to Grantee Holder that Issuer has all requisite corporate power and authority and has taken all corporate action necessary to authorize, execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby; and that this Agreement has been duly and validly authorized, executed and delivered by Issuer and constitutes a valid and binding agreement of Issuer enforceable against Issuer in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principlesIssuer. Issuer hereby further represents and warrants to Grantee Holder that it has taken all necessary corporate action to authorize and reserve for issuance upon exercise of the Option the number of shares of Common Stock equal to the maximum number of shares of Common Stock at any time or from time to time issuable upon exercise of the Option and that all shares of Common Stock, upon issuance pursuant to the Option, will be delivered free and clear of all claims, liens, encumbrances, and security interests (other than those created by this Agreement) and not subject to any preemptive rights. There are no agreementsThe execution and delivery of this Agreement, instrumentsthe grant of the Option hereunder and the exercise in whole or in part of the Option in accordance with this Agreement, securities, arrangementswill not (i) result in the occurrence of any "Distribution Date," "Stock Acquisition Date" or "Triggering Event" under the Alphabet Rights Agreement (as defined in the Merger Agreement) (ii) permit any Person to exercise any rights issued under any rights agreements of Issuer, or plans (iii) cause the separation of any such rights from the shares of Common Stock to which would create any additional cost they are attached or burden on any exercise of the Optionsuch rights becoming exercisable. Issuer has taken all action necessary to make inapplicable to Grantee any state takeover, business combination, control share or other similar statute and any charter provisions which would otherwise be applicable to Grantee or any transaction involving Issuer and Grantee by reason of the grant of the Option, the acquisition of beneficial ownership of shares of Common Stock as a result of the grant of the Option, or the acquisition of shares of Common Stock upon exercise of the Option, except for statutes or provisions which by their terms cannot be waived or rendered inapplicable by any action of Issuer or the Board of Directors of the Issuer.

Representations and Warranties of Issuer. Issuer hereby represents and warrants to Grantee Holder that Issuer has all requisite corporate power and authority and has taken all corporate action necessary to authorize, execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby; and that this Agreement has been duly and validly authorized, executed and delivered by Issuer and constitutes a valid and binding agreement of Issuer enforceable against Issuer in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principlesIssuer. Issuer hereby further represents and warrants to Grantee Holder that it has taken all necessary corporate action to authorize and reserve for issuance upon exercise of the Option the number of shares of Common Stock equal to the maximum number of shares of Common Stock at any time or from time to time issuable upon exercise of the Option and that all shares of Common Stock, upon issuance pursuant to the Option, will be delivered free and clear of all claims, liens, encumbrances, and security interests (other than those created by this Agreement) and not subject to any preemptive rights. There are no agreementsThe execution and delivery of this Agreement, instrumentsthe grant of the Option hereunder and the exercise in whole or in part of the Option in accordance with this Agreement, securitieswill not (i) result in the occurrence of any "Distribution Date," Stock Acquisition Date" or "Triggering Event" under any rights agreement of the Issuer, arrangements(ii) permit any Person to exercise any rights issued under such rights agreement, or plans (iii) cause the separation of any such rights from the shares of Common Stock to which would create any additional cost they are attached or burden on any exercise of the Optionsuch rights becoming exercisable. Issuer has taken all action necessary to make inapplicable to Grantee any state takeover, business combination, control share or other similar statute and any charter provisions which would otherwise be applicable to Grantee or any transaction involving Issuer and Grantee by reason of the grant of the Option, the acquisition of beneficial ownership of shares of Common Stock as a result of the grant of the Option, or the acquisition of shares of Common Stock upon exercise of the Option, except for statutes or provisions which by their terms cannot be waived or rendered inapplicable by any action of Issuer or the Board of Directors of the Issuer.

Representations and Warranties of Issuer. Issuer hereby represents and warrants to Grantee Holder that Issuer has all requisite corporate power and authority and has taken all corporate action necessary to authorize, execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby; and that this Agreement has been duly and validly authorized, executed and delivered by Issuer and constitutes a valid and binding agreement of Issuer enforceable against Issuer in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principlesIssuer. Issuer hereby further represents and warrants to Grantee Holder that it has taken all necessary corporate action to authorize and reserve for issuance upon exercise of the Option the number of shares of Common Stock equal to the maximum number of shares of Common Stock at any time or from time to time issuable upon exercise of the Option and that all shares of Common Stock, upon issuance pursuant to the Option, will be delivered free and clear of all claims, liens, encumbrances, and security interests (other than those created by this AgreementAgreement and the Securities Act) and not subject to any preemptive rights. There are no agreementsThe execution and delivery of this Agreement, instrumentsthe grant of the Option hereunder and the exercise in whole or in part of the Option in accordance with this Agreement, securities, arrangementswill not (i) result in the occurrence of any "Distribution Date" or "Stock Acquisition Date" under the Kroger Rights Agreement (as defined in the Merger Agreement) (ii) permit any Person to exercise any rights issued under any rights agreements of Issuer, or plans (iii) cause the separation of any such rights from the shares of Common Stock to which would create any additional cost they are attached or burden on any exercise of the Optionsuch rights becoming exercisable. Issuer has taken all action necessary to make inapplicable to Grantee any state takeover, business combination, control share or other similar statute and any charter provisions which would otherwise be applicable to Grantee or any transaction involving Issuer and Grantee by reason of the grant of the Option, the acquisition of beneficial ownership of shares of Common Stock as a result of the grant of the Option, or the acquisition of shares of Common Stock upon exercise of the Option, except for statutes or provisions which by their terms cannot be waived or rendered inapplicable by any action of the Board of Directors of the Issuer.

Representations and Warranties of Issuer. Issuer hereby represents and warrants to Grantee Holder that Issuer has all requisite corporate power and authority and has taken all corporate action necessary to authorize, execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby; and that this Agreement has been duly and validly authorized, executed and delivered by Issuer and constitutes a valid and binding agreement of Issuer enforceable against Issuer in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principlesIssuer. Issuer hereby further represents and warrants to Grantee Holder that it has taken all necessary corporate action to authorize and reserve for issuance upon exercise of the Option the number of shares of Common Stock equal to the maximum number of shares of Common Stock at any time or from time to time issuable upon exercise of the Option and that all shares of Common Stock, upon issuance pursuant to the Option, will be delivered free and clear of all claims, liens, encumbrances, and security interests (other than those created by this Agreement) and not subject to any preemptive rights. There are no agreementsThe execution and delivery of this Agreement, instrumentsthe grant of the Option hereunder and the exercise in whole or in part of the Option in accordance with this Agreement, securitieswill not (i) result in the occurrence of any "Distribution Date," "Stock Acquisition Date" or "Triggering Event" under the Alphabet Rights Agreement (as defined in the Merger Agreement) of Abacus, arrangements(ii) permit any Person to exercise any rights issued under any rights agreements of Abacus, or plans (iii) cause the separation of any such rights from the shares of Common Stock to which would create any additional cost they are attached or burden on any exercise of the Optionsuch rights becoming exercisable. Issuer has taken all action necessary to make inapplicable to Grantee any state takeover, business combination, control share or other similar statute and any charter provisions which would otherwise be applicable to Grantee or any transaction involving Issuer and Grantee by reason of the grant of the Option, the acquisition of beneficial ownership of shares of Common Stock as a result of the grant of the Option, or the acquisition of shares of Common Stock upon exercise of the Option, except for statutes or provisions which by their terms cannot be waived or rendered inapplicable by any action of Issuer or the Board of Directors of the Issuer.

Representations and Warranties of Issuer. Issuer hereby represents and ---------------------------------------- warrants to Grantee Holder that Issuer has all requisite corporate power and authority and has taken all corporate action necessary to authorize, execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby; and that this Agreement has been duly and validly authorized, executed and delivered by Issuer and constitutes a valid and binding agreement of Issuer enforceable against Issuer in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principlesIssuer. Issuer hereby further represents and warrants to Grantee Holder that it has taken all necessary corporate action to authorize and reserve for issuance upon exercise of the Option the number of shares of Common Stock equal to the maximum number of shares of Common Stock at any time or from time to time issuable upon exercise of the Option and that all shares of Common Stock, upon issuance pursuant to the Option, will be delivered free and clear of all claims, liens, encumbrances, and security interests (other than those created by this AgreementAgreement and the Securities Act) and not subject to any preemptive rights. There are no agreementsThe execution and delivery of this Agreement, instrumentsthe grant of the Option hereunder and the exercise in whole or in part of the Option in accordance with this Agreement, securitieswill not (i) result in the occurrence of any "Distribution Date" or "Shares Acquisition Date" under the Preferred Shares Rights Agreement between Microcide Pharmaceuticals, arrangementsInc. and Chasemellon Shareholder Services, L.L.C. Rights Agent, dated as of February 2, 1999, (ii) permit any Person to exercise any rights issued under any rights agreements of Issuer, or plans (iii) cause the separation of any such rights from the shares of Common Stock to which would create any additional cost they are attached or burden on any exercise of the Optionsuch rights becoming exercisable. Issuer has taken all action necessary to make inapplicable to Grantee any state takeover, business combination, control share or other similar statute and any charter provisions which would otherwise be applicable to Grantee or any transaction involving Issuer and Grantee by reason of the grant of the Option, the acquisition of beneficial ownership of shares of Common Stock as a result of the grant of the Option, or the acquisition of shares of Common Stock upon exercise of the Option, except for statutes or provisions which by their terms cannot be waived or rendered inapplicable by any action of the Board of Directors of the Issuer.

Representations and Warranties of Issuer. Issuer hereby represents and warrants to Grantee Holder that Issuer has all requisite corporate power and authority and has taken all corporate action necessary to authorize, execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby; and that this Agreement has been duly and validly authorized, executed and delivered by Issuer and constitutes a valid and binding agreement of Issuer enforceable against Issuer in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principlesIssuer. Issuer hereby further represents and warrants to Grantee Holder that it has taken all necessary corporate action to authorize and reserve for issuance upon exercise of the Option the number of shares of Common Stock equal to the maximum number of shares of Common Stock at any time or from time to time issuable upon exercise of the Option and that all shares of Common Stock, upon issuance pursuant to the Option, will be delivered free and clear of all claims, liens, encumbrances, and security interests (other than those created by this Agreement) and not subject to any preemptive rights. There are no agreementsThe execution and delivery of this Agreement, instrumentsthe grant of the Option hereunder and the exercise in whole or in part of the Option in accordance with this Agreement, securitieswill not (i) result in the occurrence of any "Distribution Date," "Stock Acquisition Date" or "Triggering Event" under the Alphabet Rights Agreement (as defined in the Merger Agreement), arrangements(ii) permit any Person to exercise any rights issued under any rights agreements of Issuer, or plans (iii) cause the separation of any such rights from the shares of Common Stock to which would create any additional cost they are attached or burden on any exercise of the Optionsuch rights becoming exercisable. Issuer has taken all action necessary to make inapplicable to Grantee any state takeover, business combination, control share or other similar statute and any charter provisions which would otherwise be applicable to Grantee or any transaction involving Issuer and Grantee by reason of the grant of the Option, the acquisition of beneficial ownership of shares of Common Stock as a result of the grant of the Option, or the acquisition of shares of Common Stock upon exercise of the Option, except for statutes or provisions which by their terms cannot be waived or rendered inapplicable by any action of Issuer or the Board of Directors of the Issuer.

Representations and Warranties of Issuer. Issuer hereby represents ---------------------------------------- and warrants to Grantee Holder that Issuer has all requisite corporate power and authority and has taken all corporate action necessary to authorize, execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby; and that this Agreement has been duly and validly authorized, executed and delivered by Issuer and constitutes a valid and binding agreement of Issuer enforceable against Issuer in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principlesIssuer. Issuer hereby further represents and warrants to Grantee Holder that it has taken all necessary corporate action to authorize and reserve for issuance upon exercise of the Option the number of shares of Common Stock equal to the maximum number of shares of Common Stock at any time or from time to time issuable upon exercise of the Option and that all shares of Common Stock, upon issuance pursuant to the Option, will be delivered free and clear of all claims, liens, encumbrances, and security interests (other than those created by this AgreementAgreement and the Securities Act) and not subject to any preemptive rights. There are no agreementsThe execution and delivery of this Agreement, instrumentsthe grant of the Option hereunder and the exercise in whole or in part of the Option in accordance with this Agreement, securitieswill not (i) result in the occurrence of any "Distribution Date" or "Shares Acquisition Date" under the Preferred Shares Rights Agreement between Microcide Pharmaceuticals, arrangementsInc. and Chasemellon Shareholder Services, L.L.C. Rights Agent, dated as of February 2, 1999, (ii) permit any Person to exercise any rights issued under any rights agreements of Issuer, or plans (iii) cause the separation of any such rights from the shares of Common Stock to which would create any additional cost they are attached or burden on any exercise of the Optionsuch rights becoming exercisable. Issuer has taken all action necessary to make inapplicable to Grantee any state takeover, business combination, control share or other similar statute and any charter provisions which would otherwise be applicable to Grantee or any transaction involving Issuer and Grantee by reason of the grant of the Option, the acquisition of beneficial ownership of shares of Common Stock as a result of the grant of the Option, or the acquisition of shares of Common Stock upon exercise of the Option, except for statutes or provisions which by their terms cannot be waived or rendered inapplicable by any action of the Board of Directors of the Issuer.

Representations and Warranties of Issuer. Issuer hereby represents and warrants to Grantee Holder that Issuer has all requisite corporate power and authority and has taken all corporate action necessary to authorize, execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby; and that this Agreement has been duly and validly authorized, executed and delivered by Issuer and constitutes a valid and binding agreement of Issuer enforceable against Issuer in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principlesIssuer. Issuer hereby further represents and warrants to Grantee Holder that it has taken all necessary corporate action to authorize and reserve for issuance upon exercise of the Option the number of shares of Common Stock equal to the maximum number of shares of Common Stock at any time or from time to time issuable upon exercise of the Option and that all shares of Common Stock, upon issuance pursuant to the Option, will be delivered free and clear of all claims, liens, encumbrances, and security interests (other than those created by this AgreementAgreement and the Securities Act) and not subject to any preemptive rights. There are no agreementsThe execution and delivery of this Agreement, instrumentsthe grant of the Option hereunder and the exercise in whole or in part of the Option in accordance with this Agreement, securitieswill not (i) result in the occurrence of any "Distribution Date" or "Stock Acquisition Date" under the Kroger Rights Agreement (as defined in the Merger Agreement), arrangements(ii) permit any Person to exercise any rights issued under any rights agreements of Issuer, or plans (iii) cause the separation of any such rights from the shares of Common Stock to which would create any additional cost they are attached or burden on any exercise of the Optionsuch rights becoming exercisable. Issuer has taken all action necessary to make inapplicable to Grantee any state takeover, business combination, control share or other similar statute and any charter provisions which would otherwise be applicable to Grantee or any transaction involving Issuer and Grantee by reason of the grant of the Option, the acquisition of beneficial ownership of shares of Common Stock as a result of the grant of the Option, or the acquisition of shares of Common Stock upon exercise of the Option, except for statutes or provisions which by their terms cannot be waived or rendered inapplicable by any action of the Board of Directors of the Issuer.