Representation and Warranty Contract Clauses (8,376)

Representation and Warranty. The Borrower represents and warrants that: (a) it is a corporation, duly incorporated and validly existing under the law of its jurisdiction of incorporation and it has the power to own its assets and carry on the activities it conducts; (b) the obligations expressed to be assumed by it in this Loan Agreement and Note are, subject to any general principles of law limiting its obligations, legal, valid, binding and enforceable obligations; (c) the entry into and performance by it of, and the tran...sactions contemplated by, this Loan Agreement and Note do not and will not conflict with: (i) any law or regulation applicable to it; (ii) its constitutional documents; or (iii) any agreement or instrument binding upon it or any of its assets; (d) it has the power to enter into, perform and deliver, and has taken all necessary action to authorize its entry into, performance and delivery of, this Loan Agreement and Note and the transactions contemplated hereby; (e) all authorizations, consents, approvals, registrations and filings ("Authorization") required or desirable: (i) to enable it lawfully to enter into, exercise its rights and comply with its obligations in Loan Agreement and Note; and (ii) to make this Loan Agreement and Note admissible in evidence in its jurisdiction of incorporation, have been obtained or effected and are in full force and effect; and (f) the choice of Delaware law as the governing law of this Loan Agreement and Note will be recognized and enforced in its jurisdiction of incorporation. Any judgment obtained in Delaware in relation to this Loan Agreement and Note will be recognized and enforced in its jurisdiction of incorporation. View More

Representation and Warranty. Sponsor and each of the Directors, severally and not jointly, represents and warrants to Parent as follows: (a) To the extent each party is an entity, such Party (i) is duly incorporated or organized, validly existing and in good standing under the laws of the State of Delaware and (ii) is not in violation of any of the provisions of its Governing Documents. (b) Such Party's Escrow Shares (i) are not subject to any purchase option, call option, right of first refusal, preemptive right, subscript...ion right or any similar right, and (ii) are owned by such Party, free and clear of all Liens (other than Liens created under Parent's Governing Documents, the A&R Registration Rights Agreement, or under applicable securities Legal Requirements). (c) Such Party has the requisite power and authority to: (a) execute, deliver and perform this Agreement; and (b) carry out its obligations hereunder. The execution and delivery by such Party of this Agreement, and the consummation by such Party of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of such Party, and no other proceedings on the part of such Party are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Party and, assuming the due authorization, execution and delivery of this Agreement by the other Parties, constitutes the legal and binding obligations of such Party, enforceable against such Party in accordance with its terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally or by principles governing the availability of equitable remedies. (d) Neither the execution, delivery nor performance by such Party of this Agreement nor the consummation of the transactions contemplated hereby shall: (i) conflict with 4 or violate such Party's Governing Documents; (ii) conflict with or violate any Applicable Legal Requirements; or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair their respective rights or alter the rights or obligations of any third party under, or give to others any rights of consent, termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of such Party or any of its Subsidiaries pursuant to, any Contracts, except, with respect to clause (iii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on such Party. (e) The execution and delivery by such Party of this Agreement does not, and the performance of its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to be material to such Party or reasonably be expected to prevent or materially delay or materially impair the consummation of the transactions contemplated by this Agreement or the ability of such Party to perform its obligations under this Agreement. View More

Representation and Warranty. The Borrowers hereby represent and warrant to the Bank that: 3.1. The Borrowers are in compliance with all of the terms, covenants and conditions of the Existing Loan Agreement, and all of the terms, covenants and conditions of each of the other Loan Documents to which each is a party, and there exists no Default or Event of Default. 3.2. After giving effect to this Amendment, the representations and warranties contained in Article 8 of the Loan Agreement are, except to the extent that they rela...te solely to an earlier date, true with the same effect as though such representations and warranties had been made on the date hereof. 3.3. Each of the Borrowers has full organizational power and authority to execute and deliver this Amendment, to perform its obligations under the Loan Agreement and to incur the obligations provided for herein and therein, all of which have been duly authorized by all proper and necessary organizational action. 3.4. This Amendment and the Loan Agreement constitute the valid and legally binding obligations of the Borrowers, enforceable in accordance with their respective terms, except as the enforceability hereof or thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors' rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). 3.5. There are no actions, suits, proceedings or investigations pending or, so far as the officers, members or managers (as applicable) of any Borrower know, threatened before any court or administrative agency that, in the opinion of such officers, members or managers, would, if adversely determined, materially adversely affect (i) the financial condition or operations of the Borrowers, or (ii) the ability of the Borrowers to execute or deliver this Amendment or to carry out the terms of the Loan Agreement. -5- 4. Conditions. The effectiveness of this Amendment is subject to the following conditions precedent: 4.1. Amendment. The Borrowers and the Bank shall have executed and delivered one or more counterparts of this Amendment. 4.2. Repayment of Term Loans. The Borrower shall have repaid Facility No. 2, Facility No. 3 and Facility No. 4 under the Existing Loan Agreement in full. 4.3. KYC Information. Upon the request of the Bank, (a) the Borrowers shall have provided to the Bank, and the Bank shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable "know your customer" and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, and (b) if any Borrower qualifies as a "legal entity customer" under the Beneficial Ownership Regulation, such Borrower shall have delivered a Beneficial Ownership Certification to the Bank. 4.4. Other Conditions. The Bank shall have received any and all other certificates, statements, opinions and other documents required by the terms of this Amendment or otherwise requested by the Bank. View More

Representation and Warranty. Each Pledgor represents and warrants to Bank as follows: (a) Such Pledgor has the right and lawful authority to pledge the Pledged Collateral; 3 (b) The Pledged Collateral is genuine and is owned by such Pledgor, free and clear of all Liens (except Permitted Liens), adverse claims, defenses, rights of set-offs and counterclaims of any kind or character except for the security interest created hereunder, and as of the date hereof constitutes the percentage of the issued and outstanding capital st...ock of the issuer thereof specified in Exhibit A hereto; (c) No authorization, approval or other action by and no notice to or filing with any governmental authority is required for the pledge hereunder; (d) The security interest created by this Agreement constitutes a valid and perfected Lien in all of the Pledged Collateral for payment and performance of the Obligations; (e) Such Pledgor's execution, delivery and performance of this Agreement (i) are within such Pledgor's powers and have been duly authorized by all necessary action; (ii) do not contravene such Pledgor's charter documents or any law or any contractual restriction binding on or affecting such Pledgor or by which such Pledgor's property may be affected; (iii) do not require any authorization or approval or other action by, or any notice to or filing with, any governmental authority or any other Person except such as have been obtained or made; and (iv) do not, except as contemplated by the Loan Agreement or this Agreement, result in the imposition or creation of any Lien; and (f) This Agreement constitutes the legal, valid and binding obligation of such Pledgor, enforceable in accordance with its terms, except as the enforceability thereof may be subject to or limited by bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws relating to or affecting the rights of creditors generally. View More

Representation and Warranty. The Borrower hereby represents and warrants to the Bank that: 3.1. The Borrower is in compliance with all of the terms, covenants and conditions of the Credit Agreement, and all of the terms, covenants and conditions of each of the other Loan Documents to which it is a party. 3.2. There exists no Event of Default and no event has occurred or condition exists which, with the giving of notice or lapse of time, or both, would constitute an Event of Default. 3.3. After giving effect to this Amendmen...t, the representations and warranties contained in the Credit Agreement are, except to the extent that they relate solely to an earlier date, true with the same effect as though such representations and warranties had been made on the date hereof. 3.4. The Borrower has full corporate power and authority to execute and deliver this Amendment, to perform its obligations under the Credit Agreement and to incur the obligations provided for herein and therein, all of which have been duly authorized by all proper and necessary corporate action. No consent or approval of the stockholders of the Borrower which has not been obtained and no consent or approval of, notice to or filing with, any public authority which has not been obtained or made is required as a condition to the validity of this Amendment. 3.5. This Amendment and the Credit Agreement constitutes the valid and legally binding obligations of the Borrower, enforceable in accordance with their respective terms, except as the enforceability hereof or thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors' rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). 3.6. There are no actions, suits, proceedings or investigations pending or, so far as the officers of the Borrower know, threatened before any court or administrative agency that, in the opinion of such officers, would, if adversely determined, materially adversely affect (i) the financial condition or operations of the Borrower, or (ii) the ability of the Borrower to execute or deliver this Amendment or to carry out the terms of the Credit Agreement. 3.7. There is no existing mortgage, lease, indenture, contract or other agreement binding on the Borrower or affecting its property, that would conflict with or in any way prevent the execution or delivery of this Amendment or the carrying out of the terms of the Credit Agreement. 3.8. The Borrower is not (1) an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), (2) a plan or account subject to Section 4975 of the Internal Revenue Code of 1986 (the "Code"); (3) an entity deemed to hold "plan assets" of any such plans or accounts for purposes of ERISA or the Code; or (4) a "governmental plan" within the meaning of ERISA. View More

Representation and Warranty. 7.1 Mutual Representations and Warranties. Each party represents and warrants that (a) it has full power and authority to enter into this Agreement, (b) this Agreement has been duly authorized, (c) this Agreement is binding upon it, (d) the terms of this Agreement are not inconsistent with its other contractual arrangements, and (e) it is not constrained by any existing agreement in providing complete disclosures to the other party concerning obligations to be performed under this Agreement. 7.2... GCLC Representations and Warranties. GCLC represents and warrants that: (a) GCLC will render the Services in accordance with high professional standards customary to its industry and in compliance with the terms of this Agreement, the terms of the Work Orders, and all applicable laws, rules and regulations; and (b) the personnel assigned to perform Services rendered under this Agreement shall be qualified and professionally capable of performing the Services. GCLC further represents and warrants that, as of the Effective Date, there are no pending warnings (i.e., warnings to which GCLC has not responded) issued to GCLC by any Regulatory Authority relating to services it has provided to third parties relating to any clinical trial. 7.3 No Debarment. The mutual covenant in Section 11.3(a) of the Master Agreement is incorporated by reference herein and deemed to also apply with respect to the performance of the Services by GCLC and the use of the Work Product and Arising Intellectual Property by Artiva. [5] 7.4 Anti-Bribery. Each party represents, warrants and covenants that it and its officers, employees, directors, consultants, contracts and agents, in connection with the performance of its respective obligations under this Agreement, shall not cause the other party to be in violation of any applicable anti-bribery legislations anywhere in the world. 7.5 Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY TO THE OTHER PARTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 7.6 Limitation of Liability. EXCEPT FOR BREACH OF ARTICLE 6, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, LOST SAVINGS, OR ANY OTHER INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT; provided, however, that this Section 7.6 shall not be construed to limit either party's indemnification obligations under Article 9. View More

Representation and Warranty. Each party hereby represents and warrants to the other party, which representations and warranties shall be deemed to be continuing, that: (a) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (b) This Agreement has been duly authorized, executed and delivered by the parties in accordance with all requisite action and constitute...s a valid and legally binding obligation of the parties, enforceable in accordance with its terms; and (c) It is conducting its business in compliance with all applicable laws and regulations, has made and will continue to make all necessary filings, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no statute, regulation, rule, order or judgment binding on it and no provision of its organizational documents, which shall mean it's charter and bylaws, or equivalent thereof. nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property that would prohibit its execution or performance of this Agreement. View More

Representation and Warranty. In order to induce Lender to enter into this Agreement and to make the advances provided for herein, Borrower represents and warrants to Lenders as follows: (a) Borrower is a duly organized, validly existing, and in good standing under the laws of the State Wyoming with the power to own its assets and to transact business. (b) Borrower has the authority and power to execute and deliver any document required hereunder and to perform any condition or obligation imposed under the terms of such docu...ments. (c) There is no action, suit, investigation, or proceeding pending or, to the knowledge of Borrower, threatened, against of affecting Borrower or any of its assets which, if adversely determined, would have a material adverse effect on the financial condition of Borrower or the operation of its business. (d) No information or report furnished by Borrower to Lender in connection with the negotiation of this Agreement contained any material misstatement of fact or omitted to state a material fact or any fact necessary to make the statements contained therein not misleading. View More

Representation and Warranty. The Company represents and warrants to the Sales Agent, the Forward Seller and the Forward Purchaser that this Amendment has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Company. Section 2. Amendment of the Agreement. The Agreement is hereby amended as follows: a) On and after the Effective Date, the references in the Agreement to the "Registration Statement" shall refer to the 2021 Registration Statement. b) On and after the Effective Date, the r...eferences in the Agreement to "Prospectus Supplement" shall refer to the 2021 Prospectus Supplement. c) The first sentence of the second paragraph of Section 3.01 is hereby amended to reflect the filing of the 2021 Registration Statement and replaced in its entirety by the following: The Company has filed with the Commission an automatic shelf registration statement on Form S-3 (No. 333-257074), including the related preliminary prospectus or prospectuses. d) The first sentence of the first paragraph of Section 3.03 is hereby amended to reflect the filing of the 2021 Registration Statement and replaced in its entirety by the following: The Original Registration Statement became effective upon filing under Rule 462(e) under the Securities Act on June 14, 2021, and any post-effective amendment thereto also became effective upon filing under Rule 462(e) under the Securities Act. e) This Amendment shall be effective as of the Effective Date. Section 3. Entire Agreement. The Agreement, as amended by this Amendment, represents the entire agreement between the Company, on the one hand, and the Sales Agent, the Forward Seller and the Forward Purchaser, on the other hand, with respect to the subject matter thereof and hereof. Section 4. Prior Sales. Notwithstanding anything contained herein, this Amendment shall not have any effect on offerings or sales of Shares prior to the Effective Date or on the terms of the Agreement, and the rights and obligations of the parties thereunder, insofar as they relate to such offerings or sales, including, without limitation, the representations, warranties and agreements (including the indemnification and contribution provisions), as well as the definitions of "Registration Statement" and "Prospectus Supplement," contained in the Agreement prior to the Effective Date. Section 5. Governing Law; Jurisdiction. THIS AMENDMENT SHALL BE GOVERNED BY, INTERPRETED UNDER AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED WITHIN THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS THEREOF. Any action, suit or proceeding to enforce any provision of, or based on any matter arising out of or in connection with, this Amendment or the transactions contemplated hereby shall be brought in any federal court located in the Southern District of the State of New York or any New York state court located in the Borough of Manhattan, and the Company agrees to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) and each party hereto waives (to the full extent permitted by law) any objection it may have to the laying of venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding has been brought in an inconvenient forum. 2 Section 6. Counterparts. This Amendment may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument. Delivery of an executed Amendment by one Party to the other may be made by electronic mail (including any electronic signature complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law) or other transmission method, and the parties hereto agree that any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. Section 7. Construction. This Amendment shall be construed in connection with and as part of the Agreement, and except as modified and expressly amended by this Amendment, all terms, conditions and covenants contained in the Agreement are hereby ratified and shall be and remain in full force and effect. View More

Representation and Warranty. The undersigned Supporting Holder represents and warrants to Buyer and the Company as follows: (a) if such Supporting Holder is not an individual, it is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within such Supporting Holder's corporate, limited liability company... or organizational powers and have been duly authorized by all necessary corporate, limited liability company or organizational actions on the part of such Supporting Holder; (b) if such Supporting Holder is an individual, such Supporting Holder has full legal capacity, right and authority to execute and deliver this Agreement and to perform his or her obligations hereunder; (c) this Agreement has been duly executed and delivered by such Supporting Holder and, assuming due authorization, execution and delivery by the other Parties, this Agreement constitutes a legally valid and binding obligation of such Supporting Holder, enforceable against such Supporting Holder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors' rights generally and by general equitable principles); (d) the execution and delivery of this Agreement by such Supporting Holder does not, and the performance by such Supporting Holder of such Supporting Holder's 4 obligations hereunder will not, (i) if such Supporting Holder is not an individual, conflict with or result in a violation of the organizational documents of such Supporting Holder, or (ii) require any consent or approval that has not been given or other action that has not been taken by any third party (including under any Contract binding upon such Supporting Holder or such Supporting Holder's Supporting Holder Equity Securities), in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by such Supporting Holder of such Supporting Holder's obligations under this Agreement; (e) there are no actions pending against such Supporting Holder or, to the knowledge of such Supporting Holder, threatened against such Supporting Holder, before (or, in the case of threatened actions, that would be before) any arbitrator or any Governmental Entity, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by such Supporting Holder of such Supporting Holder's obligations under this Agreement; (f) such Supporting Holder has had the opportunity to read the BCA and this Agreement and has had the opportunity to consult with its tax and legal advisors in connection therewith; (g) such Supporting Holder has not entered into, and shall not enter into, any agreement that would reasonably be expected to restrict, limit or interfere with the performance of such Supporting Holder's obligations hereunder and (h) such Supporting Holder is the record and beneficial owner of all of such Supporting Holder's Supporting Holder Equity Securities, and there exist no Liens or any other limitation or restriction (including, without limitation, any restriction on the right to vote, sell or otherwise dispose of such securities), other than pursuant to (i) this Agreement, (ii) the BCA, (iii) the Company LLCA and (iii) any applicable securities laws. View More