Representation and Warranty Contract Clauses (8,376)

Representation and Warranty. No event has occurred and no condition exists that, as of the date hereof or as of the Effective Date (after giving effect to the Waiver), would constitute a Default or Event of Default. 2.2 Authorization, etc. The execution, delivery and performance by the Company of this Waiver Agreement has been duly authorized by all necessary corporate action and does not require any registration with, consent or approval of, notice to or action by, any Person (including any Governmental Authority) in order... to be effective and enforceable. The Note Purchase Agreement, this Waiver Agreement and the Notes each constitute the legal, valid, and binding obligations of the Company, enforceable in accordance with their respective terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 2.3 Compliance with Laws, Other Instruments, etc. The execution, delivery and performance by the Company of this Waiver Agreement will not (a) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Company or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, corporate charter or by-laws, or any other Material agreement, lease, or instrument to which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of their respective properties may be bound or affected, (b) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Company or any Subsidiary or (c) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company or any Subsidiary. 2.4 Disclosure. This Waiver Agreement and the documents, certificates or other writings delivered to the Holders by or on behalf of the Company in connection herewith, taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made. There is no fact known to the Company that would reasonably be expected to have a Material Adverse Effect that has not been set forth herein or in the other documents, certificates and other writings delivered to the Holders by or on behalf of the Company. 2.5 Indebtedness Under Credit Agreement. As of the date of this Waiver Agreement, (a) no principal or interest is outstanding in respect of Loans (as defined in the 3 Credit Agreement) under the Credit Agreement and (b) the aggregate amount of all LC Obligations (as defined in the Credit Agreement) is $500,000. The Required Holders shall have executed and delivered this Waiver Agreement and the Holders shall have received a counterpart of this Waiver Agreement duly executed and delivered by the Company. 3.2 Confirmation of Subsidiary Guaranty. The Holders shall have received a counterpart of the Consent and Reaffirmation attached hereto as Annex A duly executed and delivered by each Subsidiary Guarantor. 3.3 Representations and Warranties True. The representations and warranties set forth in Section 2 hereof shall be true and correct on such date in all respects. 3.4 Fees and Expenses. The Company shall have paid all reasonable fees, expenses and costs of the Holders' special counsel, Morgan, Lewis & Bockius LLP, incurred in connection with the preparation, negotiation, execution and delivery of this Waiver Agreement and any other documents related hereto (including, without limitation, the fees and expenses of a financial advisor to the Holders) to the extent invoiced. View More

Representation and Warranty. Each Party represents and warrants that the individuals signing this Agreement have full authority to execute this Agreement for, and on behalf of, and to bind the Parties, and that, when signed, this Agreement will be binding and enforceable according to its terms. 14.2No Conflicts. Each Party represents and warrants that neither it, nor any of its Affiliates, will enter into any other agreement or understanding in conflict with the provisions contained in this Agreement. 14.3Financial Status. ...E-C represents and warrants that it has sufficient financial resources to fully and timely perform its obligations to develop and manufacture E-C Products for the Combined System under the terms of this Agreement. 14.4Right and Title. 14.4.1E-C represents and warrants to D-R that: (i) E-C has the right to grant the license in the E-C Intellectual Property upon the terms and conditions set forth in this Agreement; (ii) E-C has not granted and will not grant any licenses or rights under the E-C Intellectual Property that would conflict with the licenses and rights granted to D-R hereunder; (iii) there are no liens, pledges, deed of trusts, security interests, claims, leases, charges, options, rights of first refusal, easements, servitudes, proxies, voting trusts or agreements, transfer restrictions under any equity holder, conveyances, mortgages, assignments, encumbrances, or other obligations affecting the E-C Intellectual Property; and (iv) E-C's disclosure or transfer of possession of any Confidential Information to D-R will not infringe any copyright or misappropriate any trade secrets of any third party. [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information. 20 14.4.2D-R represents and warrants to E-C that: (i) D-R has the right to grant the license in the Intellectual Property of D-R and its Affiliates upon the terms and conditions set forth in this Agreement; (ii) D-R has not granted and will not grant any licenses or rights under the Intellectual Property of D-R and its Affiliates that would conflict with the licenses and rights granted to E-C hereunder; (iii) there are no liens, pledges, deed of trusts, security interests, claims, leases, charges, options, rights of first refusal, easements, servitudes, proxies, voting trusts or agreements, transfer restrictions under any equity holder, conveyances, mortgages, assignments, encumbrances, or other obligations that would prevent or impair the full and complete exercise of the terms of this Agreement; and (iv) D-R's disclosure or transfer of possession of any copies of any Confidential Information to E-C will not infringe any copyright or misappropriate any trade secrets of any third party. 14.5Noninfringement. Each Party represents and warrants to the other that, as of the Execution Date, it has not received any notice that any of the E-C Intellectual Property or the use thereof, misappropriates, infringes, constitutes an unauthorized use of, or dilutes any Intellectual Property rights (including any copyrights, patents, trade secrets or trademarks) of any third party. 14.6DISCLAIMER. EXCEPT AS OTHERWISE EXPRESSLY STATED IN SECTIONS 9, 11.1 AND 14.1 THROUGH 14.5, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND WITH RESPECT TO ANY INTELLECTUAL PROPERTY OR ANY OTHER SUBJECT MATTER UNDER THIS AGREEMENT. EXCEPT AS OTHERWISE EXPRESSLY STATED IN SECTIONS 9.6, 11.1, AND 14.1 THROUGH 14.5, EACH PARTY DISCLAIMS ALL SUCH OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR AGAINST INFRINGEMENT. View More

Representation and Warranty. The Parties hereby make the representations and warranties to the one another as set forth in Section 2 of the Option Agreement (as amended hereby) as if such representations and warranties were made as of the date hereof and set forth in their entirety in this Amendment, mutatis mutandis.

Representation and Warranty. The New Subsidiary hereby (a) agrees to all the terms and provisions of the Credit Agreement applicable to it as a Borrower thereunder and (b) represents and warrants that the representations and warranties made by it as a Borrower thereunder are true and correct in all material respects (except that any representation and warranty that is qualified as to "materiality" or "Material Adverse Effect" shall be true and correct in all respects) on and as of the date hereof. Each reference to a Subsid...iary Guarantor in the Credit Agreement shall be deemed to include each New Subsidiary. The New Subsidiary hereby attaches supplements to each of the schedules to the Credit Agreement applicable to it. View More

Representation and Warranty. Each Credit Party represents and warrants as follows: (a) Authority. Such Credit Party has the requisite corporate power and authority to execute and deliver this Amendment, and to perform its obligations hereunder and under the Other Documents (as amended or modified hereby) to which it is a party. The execution, delivery and performance by such Credit Party of this Amendment have been duly approved by all necessary corporate action and no other corporate proceedings are necessary to consummate... such transactions. (b) Enforceability. This Amendment has been duly executed and delivered by each Credit Party. This Amendment and each Other Document (as amended or modified hereby) is the legal, valid and binding obligation of each Credit Party, enforceable against each Credit Party in accordance with its terms, and is in full force and effect. (c) Due Execution. The execution, delivery and performance of this Amendment are within the power of each Credit Party, have been duly authorized by all necessary corporate action, have received all necessary governmental approval, if any, and do not contravene any law or any contractual restrictions binding on any Credit Party. (d) No Default. No Event of Default or Default has occurred and is continuing. (e) Other Representations and Warranties. Each of the representations and warranties made by any Credit Party in or pursuant to the Credit Agreement and the Other Documents are true and correct in all material respects (or, if such representation and warranty is, by its terms, limited by materiality (including a Material Adverse Effect), then such representation and warranty are true in all respects) on and as of the date hereof as if made on and as of the date hereof (except to the extent any such representation or warranty specifically relates to a certain prior date). View More

Representation and Warranty. The Debtor represents, warrants and covenants to the Secured Party that: (a) the Debtor has good, marketable and indefeasible title to the Collateral, has not made any prior sale, pledge, encumbrance, assignment or other disposition of any of the Collateral, and the Collateral is free from all encumbrances and rights of setoff of any kind except the lien in favor of the Secured Party created by this Agreement; (b) except as herein provided, the Debtor will not hereafter without the Secured Party...'s prior written consent sell, pledge, encumber, assign or otherwise dispose of any of the Collateral or permit any right of setoff, lien or security interest to exist thereon except to the Secured Party; and, (c) the Debtor will defend the Collateral against all claims and demands of all persons at any time claiming the same or any interest therein. View More

Representation and Warranty. 10.1 Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: (a) it is duly formed, validly existing, and in good standing as a limited liability company under the Laws of its jurisdiction of formation; (b) it has, and throughout the term of this Agreement and any Customer Agreement will retain, the full right, power, and authority to enter into this Agreement, to grant the rights it grants hereunder and to perform its obligations under this Agreement; ...(c) its execution of this Agreement has been duly authorized by all necessary organizational action of such Party; (d) when Amended and Restated NantOmics Exclusive Reseller Agreement CONFIDENTIAL THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. executed and delivered by it, this Agreement will constitute its legal, valid, and binding obligation, enforceable against it in accordance with its terms; and (e) its execution, delivery, and performance of its obligations under this Agreement does not and will not violate any judgment, order, decree, or applicable Law, nor does it or will it violate any agreement to which it is a party. 10.2 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THIS AGREEMENT OR ANY SUBJECT MATTER HEREOF. NEITHER PARTY SHALL MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE OTHER PARTY'S PRODUCTS OR SERVICES OTHER THAN THOSE SET FORTH IN THIS AGREEMENT. View More

Representation and Warranty. Grantor hereby represents and warrants to the Secured Parties that: (a) Except for the security interest granted to the Secured Parties under this Security Agreement and Permitted Liens, Grantor is the sole legal and equitable owner of each item of the Collateral in which it purports to grant a security interest hereunder. (b) No effective security agreement, financing statement, equivalent security or lien instrument or continuation statement covering all or any part of the Collateral exists, e...xcept such as may have been filed in favor of the Secured Parties pursuant to this Security Agreement and except for Permitted Liens. (c) This Security Agreement creates a legal and valid security interest on and in all of the Collateral in which Grantor now has rights. Upon filing of the applicable UCC financing statements the Secured Parties will have a perfected first priority Lien in the Collateral. (d) Grantor's correct legal name and taxpayer identification number are set forth on the signature page hereof. The jurisdiction under whose law Grantor was organized is set forth on the signature page hereof. Grantor's chief executive office, principal place of business, and the place where Grantor maintains its records concerning the Collateral are presently located at the address set forth on the signature page hereof. The Collateral consisting of Goods, other than motor vehicles and other mobile goods, is presently located at such address and at such additional addresses set forth on Schedule B attached hereto. (e) All Collateral of Grantor existing as of the date hereof consisting of Chattel Paper, Instruments or Investment Property comprising certificated securities is set forth on Schedule C attached hereto. (f) The name and address of each depository institution at which Grantor maintains any Deposit Account and the account number and account name of each such Deposit Account are listed on Schedule D attached hereto. The name and address of each securities intermediary or commodity intermediary at which Grantor maintains any Securities Account or Commodity Account and the account number and account name of each such Securities Account or Commodity Account are listed on Schedule D attached hereto. Grantor agrees to amend Schedule D upon Majority Holders' request to reflect the opening of any additional Deposit Account, Securities Account or Commodity Account, or the closing or changing the account name or number on any existing Deposit Account, Securities Account, or Commodity Account. (g) The Grantor does not have any direct or indirect subsidiaries other than Oncobiologics Limited, a company limited by shares organized under the laws of England and Wales (the "UK Subsidiary"). The UK Subsidiary does not have any significant assets or operations. View More

Representation and Warranty. a. Each of the Parties represents and warrants the following: (i) that it is a duly organized, validly existing corporation or other legally recognized business organization in good standing under the laws of its jurisdiction of incorporation or formation, (ii) that it has the full legal right, power, and authority to execute this Agreement and to perform its obligations hereunder, and the consent of no other person or entity is necessary in connection with the foregoing, and (iii) that it is op...erationally and financially able to perform its duties and meet all of its obligations under the terms of this Agreement. 3 b. Licensor represents that it is the exclusive owner of the worldwide distribution rights for the Content. Licensor further represents and warrants that it has obtained all rights and clearances necessary to commercially exploit the Content and all elements contained therein and that Licensor has not entered into and will not enter into any agreement in conflict with Licensee's rights hereunder. c. Licensor warrants that the distribution of the Content and use of the Trademarks will not infringe or contribute to the infringement of any trademarks or trade names, and Licensor shall defend and hold Licensee harmless from every suit or claim which may be brought against Licensee for any alleged infringements of any of the Trademarks by reason of the distribution of the Content and agrees to pay all expenses and reasonable attorneys' fees which may be incurred in defending every suit arising in connection with any alleged infringements, including costs and damages recoverable in every such suit or claim. d. During the term of this Agreement, Licensor represents and warrants that it shall not enter into any other distribution agreement involving distribution of the Content or otherwise directly or indirectly distribute the Content without obtaining Licensee's prior written consent. If any of the provisions of this Section 12(d) is held to be unenforceable because of the scope, duration or area of its applicability, the court or arbitrator making such determination shall have the power to modify such scope, duration or area or all of them, and such provision shall then be enforceable in such modified form. View More

Representation and Warranty. (a) Representations and Warranties by the Company. The representations and warranties of the Company set forth in Section 2 of the Purchase Agreement are true and correct as of the Issue Date. (b) Representations and Warranties by the Warrant Holder. The representations and warranties of the Warrant Holder set forth in Section 3 of the Purchase Agreement are true and correct as of the Issue Date.