Representation and Warranty Contract Clauses (8,376)

Representation and Warranty. 6.1. Mutual. Each Party represents and warrants that: (i) it is an entity duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; (ii) it has all requisite power and authority to enter into this Agreement and consummate the transactions contemplated herein; and (iii) the execution, delivery, and performance of this Agreement does not and will not conflict with any violation of applicable law or of any other agreements with a third party. 6.2. TOP. ...TOP represents and warrants that: (i) it is the lawful licensee of the Sublicensed IP and, has sufficient authority to grant TP the sublicenses granted under this Agreement; (ii) that the execution, delivery, and performance by it of this Sublicense Agreement does not require the approval of any governmental authority nor the application for or filing of or for any license, permit, approval, waiver, no action, or similar permission from any governmental authority; (iii) it has not entered into any additional sublicenses or other arrangements that may limit its rights or the rights of TP under this Agreement or which may reasonably be expected to lead to a claim of infringement or invalidity regarding any portion of the Sublicensed IP or its use; (iv) it has no knowledge of infringement of, or conflict with, any license or other intellectual property right of any other third-party, and there is no known claim pending, filed or threatened related to infringement, ownership, misappropriation, or invalidity regarding the Sublicensed IP or its use; and (v) it has not granted and will not at any time during the Term grant or permit to exist any sublicense or other contingent or non-contingent right, title or interest under or relating to the Sublicensed IP in connection with the Limited Pharmaceutical Business to any individual or entity, that does or will conflict with or otherwise undermine or impair the exclusive rights of TP hereunder. Notwithstanding the foregoing, TOP may use or sublicense the Sublicensed IP outside of the Limited Pharmaceutical Business. 6 6.3. TOL License. TOP hereby covenants that it will not take any acts, or fail to act, in any way that results in a material modification, limitation, loss, or termination of the rights granted by TOL that are sublicensed hereunder. View More

Representation and Warranty. A. Each party represents and warrants to the other that it is authorized to enter into this Agreement and can fulfill all of its obligations hereunder. B. FLG and FLG Member warrant that they shall perform the Services diligently, with due care, and in accordance with prevailing industry standards for comparable engagements and the requirements of this Agreement. FLG and FLG Member warrant that FLG Member has sufficient professional experience to perform the Services in a timely and competent ma...nner. C. Each party represents and warrants that it has and will maintain a policy or policies of insurance with reputable insurance companies providing the members, officers and directors, as the case may be, of itself with coverage for losses from wrongful acts. FLG covenants that it has an error and omissions insurance policy in place in the form provided to Client prior to or contemporaneously with the date of execution of this Agreement and will continue to maintain such policy or equivalent policy provided that such policy or equivalent policy shall be available at commercially reasonable rates. View More

Representation and Warranty. Debtor acknowledges and agrees that Secured Party is relying on the representations and warranties in this Agreement and all other Loan Documents as a condition precedent to the extension(s) of credit secured hereby, and that all such representations and warranties shall survive the execution and delivery of this Agreement, the extension(s) of credit secured hereby, and any bankruptcy, insolvency or similar proceedings. Debtor hereby represents and warrants to Secured Party as follows: (a) Debto...r is (and with respect to all Collateral acquired hereafter, shall be) the sole legal and equitable owner of the Collateral free from any adverse claim, lien, security interest, encumbrance or other right, title or interest of any person except for the security interest created hereby or in favor of Lender, or arising by operation of law in favor of any collecting bank or seller of goods. Debtor has the unqualified right and power to grant a security interest in the Collateral to Secured Party as contemplated herein without the consent of any person (other than any person whose written consent has been duly obtained, a true and correct copy of such consent having been delivered to Secured Party), and Debtor shall at Debtor's expense defend the Collateral against all claims and demands of all persons at any time claiming the Collateral or any interest therein adverse to Secured Party. There is and shall be no financing statement or security agreement or similar instrument of registration under the law of any jurisdiction on file in any public office purporting to cover any interest of any kind in the Collateral except in favor of Secured Party. (b) Debtor's chief place of business is: __________________________________________________, or if left blank, is the address shown for Debtor in Secured Party's records, and (except to the extent delivered to Secured Party) all original Documents, Instruments and Chattel Paper included in the Collateral and all of Debtor's books, papers and records related to the Collateral are and shall be located at all times at Debtor's chief place of business. (c) The execution and delivery of this Agreement and all other Loan Documents do not and shall not (i) violate any provisions of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award applicable to any Obligor, nor (ii) result in a breach of, or constitute a default under, any indenture, bond, mortgage, lease, instrument, credit agreement, undertaking, contract or other agreement to which any Obligor is a party or by which any of them or their respective properties may be bound or affected. This Agreement and all other Loan Documents constitute the legal, valid and binding obligations of the Obligor(s) executing the same, enforceable against such Obligor(s) in accordance with their respective terms. View More

Representation and Warranty. Each Sprint Party hereby represents and warrants as of the date hereof as follows: (a) Representations and Warranties. The representations and warranties made by it in the Receivables Purchase Agreement are true and correct as of the date hereof (unless stated to relate solely to an earlier date, in which case such representations or warranties were true and correct as of such earlier date). (b) Enforceability. The execution and delivery by such Person of this Amendment, and the performance of e...ach of its obligations under this Amendment and the Receivables Purchase Agreement as amended hereby, are within each of its organizational powers and have been duly authorized by all necessary organizational action on its part. This Amendment and the Receivables Purchase Agreement as amended hereby, are such Person's valid and legally binding obligations, enforceable in accordance with their respective terms. (c) No Termination Events. After giving effect to this Amendment and the transactions contemplated hereby, no Event of Termination, Unmatured Event of Termination, Collection Control Event or Non-Reinvestment Event exists or shall exist. View More

Representation and Warranty. 2.1 By Each Party. Each party represents and warrants to the other party as follows: 2.1.1 Such party is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized. 2 2.1.2 Such party (a) has the requisite power and authority and the legal right to enter into this Agreement and to perform its obligations hereunder, and (b) has taken all necessary action on its part to authorize the execution and delivery of this Agreement and the performance... of its obligations hereunder. This Agreement has been duly executed and delivered on behalf of such party and constitutes a legal, valid, binding obligation, enforceable against such party in accordance with its terms. 2.1.3 All necessary consents, approvals and authorizations of all governmental authorities and other Persons required to be obtained by such party in connection with this Agreement have been obtained. 2.1.4 The execution and delivery of this Agreement and the performance of such party's obligations hereunder (a) do not conflict with or violate any requirement of applicable laws or regulations, and (b) do not conflict with, or constitute a default under, any contractual obligation of it. 2.2 DISCLAIMER OF WARRANTIES. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN SECTION 2, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES OR ANY OTHER MATTER, INCLUDING ANY REPRESENTATION OR WARRANTY REGARDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANSHIP OR NONINFRINGEMENT. View More

Representation and Warranty. In order to induce the Administrative Agent and the Lenders to enter into this Amendment, the Company represents and warrants to the Administrative Agent and the Lenders as follows: (a) No Default or Event of Default exists as of the date hereof or would result from, or after giving effect to, the amendments contemplated hereby; (b) the representations and warranties of (i) the Company contained in Article V of the Credit Agreement and (ii) each Loan Party contained in each other Loan Document a...re true and correct in all material respects (provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality in the text thereof), on and as of the Effective Date, after giving effect to the amendments contemplated hereby, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this clause (b), (i) the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement; (c) it has the legal power and authority to execute and deliver this Amendment; (d) the officer executing this Amendment on its behalf has been duly authorized to execute and deliver the same and bind it with respect to the provisions hereof; (e) the execution, delivery and performance by the Company of this Amendment have been duly authorized by all necessary corporate or other organizational action, and do not and will not (i) contravene the terms of any of the Company's Organization Documents; (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under, (A) any Contractual Obligation to which the Company is a party except to the extent that such conflict, breach, contravention, Lien or violation could not reasonably be expected to have a Material Adverse Effect or (B) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Company or its property is subject; or (iii) violate any Law in any material respect; 2 (f) this Amendment constitutes its legal, valid and binding obligation, enforceable in accordance with its terms. View More

Representation and Warranty. 1.1 The Company represents and warrants to, and agrees with, each Underwriter as set forth below in this Section 1.1: (a) The Company is not the subject of a cease trade order, management cease trade order, de-listing or any other order preventing or suspending trading of any securities of the Company issued by the Commission, Canadian Regulators, the New York Stock Exchange (the "NYSE") or the Toronto Stock Exchange (the "TSX"), or any of them, and the Company is, to its knowledge, not aware of... any such order being contemplated or threatened by the Commission, Canadian Regulators, the NYSE or the TSX, or any of them. 1.2Follow-On Transactions. (a) Each of the Company and the Underwriters understands that following the Closing, some or all of the Shares may be donated by the Purchasers to one or more charities and subsequently may be sold to investors by the charity or charities (the "Follow-On Transactions"). (b) Each of the Company and the Underwriters acknowledge that the other has no knowledge of the Follow-On Transactions other than that they may or may not occur and that the Company and the Underwriters will have no involvement or participation in any Follow-On Transactions, other than to register any transfer of securities required as a result. (c) The Company and the Underwriters do not act, and will not purport to act, as agent or representative of the other in connection with any Follow-On Transaction and services or activities, if any, performed by the Company or the Underwriters in connection with any Follow-On Transaction. The consideration payable to the Underwriters hereunder is for the Underwriter's services in respect of the Offering only. The parties further acknowledge that the Company is not entitled, and will not become entitled, to receive any consideration in respect of any Follow-On Transaction that might occur. (d) Without limiting any indemnification obligations contained herein, neither the Company nor the Underwriters shall be liable or responsible for any breach of any covenant or representation given in this Agreement if the Shares are "prescribed shares" under subsection 6202.1(1) of the regulations to the Tax Act as a result of the Follow-On Transactions. View More

Representation and Warranty. The Borrower represents and warrants to the Lenders that (a) the representations and warranties of the Borrower set forth in Section 6 of the Credit Agreement are true and correct in all material respects (except to the extent that any such representation and warranty that is qualified by materiality, Material Adverse Effect or Material Adverse Change shall be true and correct in all respects) as of the date hereof, unless they specifically refer to an earlier date, except that all references in... Section 6.7 of the Credit Agreement to December 31, 2017 shall be changed to December 31, 2019 for purposes hereof, (b) after giving effect to this Amendment, no event has occurred and is continuing which constitutes a Default or an Event of Default, and (c) it has no claims, counterclaims, offsets, credits or defenses to its obligations under the Credit Documents, or to the extent it has any, they are hereby released in consideration of the Lenders party hereto entering into this Amendment. View More

Representation and Warranty. Each Company Member severally and not jointly, represents and warrants for and on behalf of itself to ROCH as follows: (a) The execution, delivery and performance by such Company Member of this Agreement and the consummation by such Company Member of the transactions contemplated hereby do not and will not (i) conflict with or violate any Law or other Order applicable to such Company Member, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or noti...ce to, any person or entity, (iii) result in the creation of any Lien on any Units Shares (other than pursuant to this Agreement or transfer restrictions under applicable securities laws or the Organizational Documents of the Company or such Company Member) or (iv) conflict with or result in a breach of or constitute a default under any provision of such Company Member's Organizational Documents. (b) Such Company Member owns of record and has good, valid and marketable title to the Units set forth opposite the Company Member's name on Exhibit A free and clear of any Lien (other than pursuant to this Agreement or transfer restrictions under applicable securities Laws or the Organizational Documents of such Company Member) and has the sole power (as currently in effect) to vote and full right, power and authority to sell, transfer and deliver such Units, and such Company Member does not own, directly or indirectly, any other Units. (c) Such Company Member has the power, authority and capacity to execute, deliver and perform this Agreement and that this Agreement has been duly authorized, executed and delivered by such Company Member. View More

Representation and Warranty. The Borrower hereby represents and warrants that after giving effect hereto: (a) the representations and warranties of the Borrower and its Restricted Subsidiaries contained in the Loan Documents (as amended hereby) are true and correct in all material respects (unless such representation or warranty is qualified by materiality, in which event such representation or warranty shall be true and correct in all respects) on and as of the Fifth Amendment Effective Date, other than those representatio...ns and warranties that expressly relate solely to a specific earlier date, which shall remain correct in all material respects as of such earlier date (unless such representation or warranty is qualified by materiality, in which event such representation or warranty is true and correct in all respects as of such earlier date); (b) the execution, delivery and performance by the Borrower and the Guarantor Subsidiaries of this Fifth Amendment are within their corporate or limited liability company powers, have been duly authorized by all necessary action, require, in respect of any of them, no action by or in respect of, or filing with, any governmental authority which has not been performed or obtained and do not contravene, or constitute a default under, any provision of Law or regulation or the articles of incorporation or the bylaws of any of them or any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower or the Guarantor Subsidiaries or result in the creation or imposition of any Lien on any asset of any of them except as contemplated by the Loan Documents other than, in each case, as would not reasonably be expected to cause or result in a Material Adverse Change; (c) the execution, delivery and performance by the Borrower and the Guarantor Subsidiaries of this Fifth Amendment constitutes the legal, valid and binding obligation of each of them enforceable against them in accordance with its terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to enforcement of creditors' rights; (d) no Default or Event of Default has occurred and is continuing; and (e) the Consolidated Cash Balance does not exceed $25,000,000. View More