Representation and Warranty Contract Clauses (8,376)

Representation and Warranty. Seller hereby represents and warrants, to and for the benefit of the Covered Parties, as of the date of this Agreement and as of the Closing, that: (a) Seller has full power and capacity to execute and deliver, and to perform all of Seller's obligations under, this Agreement; and (b) neither the execution and delivery of this Agreement nor the performance of Seller's obligations hereunder will result directly or indirectly in a violation or breach of any agreement or obligation by which Seller i...s a party or otherwise bound. By entering into this Agreement, Seller certifies and acknowledges that Seller has carefully read all of the provisions of this Agreement, and that Seller voluntarily and knowingly enters into this Agreement. 4 6. Remedies. The covenants and undertakings of Seller contained in this Agreement relate to matters which are of a special, unique and extraordinary character and a violation of any of the terms of this Agreement may cause irreparable injury to the Covered Parties, the amount of which may be impossible to estimate or determine and which cannot be adequately compensated. Seller agrees that, in the event of any breach or threatened breach by Seller of any covenant or obligation contained in this Agreement, each applicable Covered Party will be entitled to obtain the following remedies (in addition to, and not in lieu of, any other remedy at law or in equity or pursuant to the Merger Agreement or the other Ancillary Documents that may be available to the Covered Parties, including monetary damages), and a court of competent jurisdiction may award: (i) an injunction, restraining order or other equitable relief restraining or preventing such breach or threatened breach, without the necessity of proving actual damages or that monetary damages would be insufficient or posting bond or security, which Seller expressly waives; and (ii) recovery of the Covered Party's attorneys' fees and costs incurred in enforcing the Covered Party's rights under this Agreement. Seller hereby consents to the award of any of the above remedies to the applicable Covered Party in connection with any such breach or threatened breach. Seller hereby acknowledges and agrees that in the event of any breach of this Agreement, any value attributed or allocated to this Agreement (or any other non-competition agreement with Seller) under or in connection with the Merger Agreement shall not be considered a measure of, or a limit on, the damages of the Covered Parties. View More

Representation and Warranty. To induce the Lenders to enter into this Amendment, each Loan Party represents and warrants to such Lenders that: (a) the execution, delivery and performance of this Amendment, along with all other Loan Documents executed in connection herewith, have been duly authorized by all requisite corporate or limited liability company action on the part of such Loan Party and this Amendment and each other Loan Document have been duly executed and delivered by such Loan Party; (b) the representations and ...warranties contained in Article III of the Credit Agreement and in all other Loan Documents executed by any Loan Party in connection therewith, are true and correct in all material respects as of the date hereof with the same force and effect as if such had been made on the date hereof and that any representation or warranty that specifically refers to a prior date shall be true and correct in all material respects as of such date (it being understood and agreed that any representation or warranty which is subject to any materiality qualifier is true and correct in all respects); -20- (c) no Default or Event of Default has occurred and is continuing on the date hereof; and (d) Borrower Representative has delivered to Administrative Agent a complete and correct copy of the Paradigm Purchase Agreement (as defined in the Paradigm Consent) (including all schedules, exhibits, amendments, supplements, modifications, assignments) and all other material documents delivered pursuant thereto or in connection therewith. View More

Representation and Warranty. The Borrower represents and warrants that: (a) there exists no Default or Event of Default under the Credit Agreement, as hereby amended; (b) the Borrower has performed and complied with all covenants, agreements and conditions contained in the Credit Agreement, as hereby amended, required to be performed or complied with by it; (c) the representations and warranties of the Borrower contained in the Credit Agreement, as hereby amended, were true and correct in all material respects when made, an...d are true and correct in all material respects at and as of the time of delivery of this First Amendment (except that any such representation and warranty that is qualified by materiality was true and correct in all respects when made and is true and correct in all respects as of the time of delivery of this First Amendment), except, in each case, to the extent such 10 representations and warranties relate to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date (except that any such representation and warranty that is qualified by materiality was true and correct in all respects as of such earlier date); (d) the execution, delivery and performance of this First Amendment are within the Borrower's limited liability company powers and have been duly authorized by all necessary limited liability company and, if required, member action; and (e) this First Amendment has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. View More

Representation and Warranty. Borrower hereby represents and warrants to Administrative Agent and Lenders that, as of the date hereof: (a) The representations and warranties of the Credit Parties set forth herein and in the other Loan Documents are true and correct in all material respects on and as of the date of the advance of such Borrowing, with the same force and effect as if made on and as of such date, except with respect to representations and warranties made as of a specific date, which shall be true and correct on ...and as of such date; (b) There exists no Potential Default or Event of Default. (c) This Amendment has been duly authorized, executed and delivered by or on behalf of Borrower and, constitutes the legal and binding obligations of Borrower, enforceable in accordance with its terms, subject to Debtor Relief Laws and equitable principles. (d) The "Commitment Period" (as that term is defined in the Constituent Documents of the Initial Borrower) has not been terminated or expired. Without limitation to the foregoing, the Stated Maturity Date, as extended hereby, is not later than sixty (60) days prior to the date on which the Initial Borrower's ability to call Capital Commitments for the purpose of repaying the Obligations is terminated. View More

Representation and Warranty. The Seller hereby represents and warrants, to and for the benefit of the Covered Parties as of the date of this Agreement and as of the Closing Date, that: (a) the Seller has full power and capacity to execute and deliver, and to perform all of the Seller's obligations under, this Agreement; and (b) neither the execution and delivery of this Agreement nor the performance of the Seller's obligations hereunder will result directly or indirectly in a violation or breach of any agreement or obligati...on by which the Seller is a party or otherwise bound. By entering into this Agreement, the Seller certifies and acknowledges that the Seller has carefully read all of the provisions of this Agreement, and that the Seller voluntarily and knowingly enters into this Agreement. View More

Representation and Warranty. Each of Assignor and Assignee represents and warrants to the other that: (a) it has all requisite power and authority to execute and deliver this Agreement and any other assignments, instruments and documents to be executed and delivered to effectuate the assignment and assumption contemplated hereby (collectively, the "Assignment Documents"); (b) its execution and delivery of this Agreement and the other Assignment Documents and the performance of its obligations hereunder and thereunder have b...een authorized by all necessary action and do not violate any laws, regulations or orders by which it is bound; and (c) this Agreement and the other Assignment Documents constitute its legal, valid and binding obligations, enforceable against it in accordance with the terms hereof and thereof, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar applicable laws affecting creditors' rights generally. Assignor further represents and warrants that (i) except as set forth on Schedule 6 hereto, Assignor is the true and lawful owner of the Assignor's Claims Interest and has good title to the same; (ii) except as set forth on Schedule 6 hereto, Assignor has made no prior assignment or sale of the Assignor's Claims Interest and Assignor has not granted to any other person or entity has any right, title, or interest therein; (iii) the execution and delivery of this Agreement and the other Assignment Documents by Assignor and the assignment of all its right, title, and interest in and to the Priority Interest does not contravene any agreement to which Assignor is a party or by which it is bound; and (iv) except as set forth on Schedule 6 hereto, no liens, encumbrances, charges, security interests or obligations of any kind exist on the date hereof against the Assignor's Claims Interest. View More

Representation and Warranty. The Trust hereby represents and warrants to the Collateral Agent as of the Removal Date that: (a) Legal, Valid and Binding Obligation. This Reassignment constitutes a legal, valid and binding obligation of the Trust enforceable against the Trust, in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and th...e rights of creditors of national banking associations and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity); and (b) List of Removed Accounts. The list of Removed Asset Pool One Accounts delivered pursuant to subsection 2.5(b)(ii) of the Asset Pool One Supplement, as of the Removal Date, is accurate in all material respects. View More

Representation and Warranty. 2.3No Default. 2.4Title to the Property. 2.5Intervening Liens.

Representation and Warranty. Each Party represents and warrants to the other Party that, as of the Execution Date: (a)such Party is duly organized and validly existing under the Laws of the jurisdiction of its incorporation or organization; (b)such Party has taken all action necessary to authorize the execution and delivery of this Agreement and the performance of its obligations under this Agreement; (c)this Agreement is a legal and valid obligation of such Party, binding upon such Party and enforceable against such Party ...in accordance with the terms of this Agreement, except as enforcement may be limited by applicable bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and other laws relating to or affecting creditors' rights generally and by general equitable principles; and (d)such Party has all right, power and authority to enter into this Agreement, to perform its obligations under this Agreement. 11.2Certain Institute Representations and Covenants. (a)Institute is the sole owner of the Patent Rights licensed to Licensee hereunder with the right to grant Licensee the licenses described in Sections 2.1 and 2.2. As of the Execution Date, Institute has not assigned, transferred, conveyed, granted any license or other rights, or otherwise encumbered its right, title and interest in the Patent Rights or the Know-How, or other patents, patent applications or know-how specific to CTL Products, in any way that would conflict with or limit the scope of any of the rights or licenses granted to Licensee hereunder. -36- [*]= Certain confidential information contained in this document, marked by brackets, is omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (b)The Institute hereby represents and warrants to Licensee that as of the Execution Date, to the best of its knowledge there are no patents or patent applications that if issued as patents, in either case, Controlled by Institute that are necessary for the development and commercialization of CTL Products, HPV-Specific CTL Products, BKV/JCV-Specific CTL Products or the [ * ] as currently conducted by Institute, or as contemplated to be conducted by the Parties pursuant to this Agreement (if the [ * ] was exercised by Licensee) and/or the Research Agreement. Institute hereby irrevocably covenants, on behalf of itself and its Affiliates that it will not, directly or indirectly, alone or by, with or through others, cause, induce or authorize, or voluntarily assist, participate or cooperate in, the commencement, maintenance or prosecution of any action or proceeding of any kind or nature whatsoever, including, but not limited to, any suit, complaint, grievance, demand, claim, cause of action in, of or before any Governmental Authority against Licensee, or any Affiliate or sublicensee of Licensee, arising from, or in connection with any alleged infringement of any issued patents in any country Controlled by Institute in connection with the manufacture, use, offer to sell, sale, importation or other disposition of any Licensed Product that is a CTL Product, a New CTL Product or a Program [ * ] in accordance with and subject to all terms and conditions applicable to a license granted under this Agreement, by Licensee, or any Affiliate or sublicensee of Licensee occurring after the First Restatement Date. 11.3Disclaimer of Representations and Warranties. Other than the representations and warranties provided in Sections 11.1 and 11.2 above, NEITHER PARTY MAKES ANY REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, AND EXPLICITLY DISCLAIMS ANY REPRESENTATION AND WARRANTY, INCLUDING WITH RESPECT TO ANY ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COMMERCIAL UTILITY, NON-INFRINGEMENT OR TITLE FOR THE INTELLECTUAL PROPERTY, PATENT RIGHTS, LICENSE AND ANY PRODUCT. -37- [*]= Certain confidential information contained in this document, marked by brackets, is omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. View More

Representation and Warranty. As of the later of (x) the Closing Date (as defined in the Securities Purchase Agreement) and (y) the Closing Date (as defined in the Note Purchase Agreement) (such later date, the "Effective Date"), each Party represents and warrants to the other Party that (i) it is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation, formation, or organization and any other jurisdictions where its activities so require, has all necessary power and aut...hority to execute and deliver this Agreement and to perform its obligations hereunder and has taken all necessary actions to authorize such execution, delivery, and performance; (ii) the person signing this Agreement on its behalf was duly authorized to do so on its behalf on the Effective Date; (iii) this Agreement and the Underlying Agreements to which it is a party constitute its legal, valid, and binding obligations, enforceable against it in accordance with their terms, subject to applicable bankruptcy, reorganization, insolvency, conservatorship, receivership, moratorium, or other similar laws affecting creditors' rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law); (iv) its execution and delivery of this Agreement does not contravene, or constitute a default under, any provision of applicable law or regulation (including, without limitation, any order, decree, judgment, injunction, or other judicial or governmental restriction applicable to such Party or any portion of its assets) or of the organizational documents of such Party, or of any material agreement, judgment, injunction, order, decree or other instrument binding upon such Party or result in the creation or imposition of any lien on any asset of such Party other than as provided herein; and (v) the jurisdiction of the Company's incorporation, formation, or organization and the location of its chief executive office are correctly set forth in the Underlying Agreements. 5. Interpretation. The Parties intend that (a) this Agreement constitute and be deemed to be a "master netting agreement" (or any substantially similar term) and that the Parties be deemed to be "master netting agreement participants" (or any substantially similar term) within the meaning of, and as such terms are used in, any law, rule, regulation, statute, or order applicable to the Parties' rights herein, whether now or hereafter enacted or made applicable, including, but not limited to, the Bankruptcy Code at 11 U.S.C. §§ 101(25), 101(47), 101(53B), 741(7) and 761(4); and (b) all Netting effectuated pursuant to this Agreement or any Underlying Agreement, be governed by the following Bankruptcy Code sections in the event of the bankruptcy of either Party: (i) Sections 555, 556, 559 and 560; (ii) Section 362(b)(6), (7) and/or (17); (iii) Sections 546(e)-(g); and (iv) Section 548(d)(2). The Parties also agree that such Netting contemplated hereunder or under any Underlying Agreement arise under "securities contracts" and constitute "settlement payments" as set forth in Sections 101 and 741 of the Bankruptcy Code. The Parties further intend that the Underlying Agreements constitute "securities contracts" as such term is defined in the Bankruptcy Code. Moreover, with respect to any Underlying Agreement, each Party thereto constitutes a "stockbroker", "financial institution" or "securities clearing agency" within the meaning of, and as such terms are used in the Bankruptcy Code and/or any law, rule, regulation, statute, or order applicable to the Parties' rights herein, whether now or hereafter enacted or made applicable. View More