Representation and Warranty Contract Clauses (8,376)

Grouped Into 318 Collections of Similar Clauses From Business Contracts

This page contains Representation and Warranty clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Representation and Warranty. Borrower and Guarantors represent and warrant to Agent and the Lenders as follows: (a) Authorization. The execution, delivery and performance of this Amendment and any other agreements or instruments executed in connection herewith and the transactions contemplated hereby and thereby (i) are within the authority of Borrower and Guarantors, (ii) have been duly authorized by all necessary proceedings on the part of the Borrower and Guarantors, (iii) do not and will not conflict with or result in a...ny breach or contravention of any provision of law, statute, rule or regulation to which Borrower or any Guarantor is subject or any judgment, order, writ, injunction, license or permit applicable to Borrower or any Guarantor, (iv) do not and will not conflict with or constitute a default (whether with the passage of time or the giving of notice, or both) under any provision of the partnership agreement, articles of incorporation or other charter documents or bylaws of, or any agreement or other instrument binding upon, Borrower or any Guarantor or any of their respective properties, (v) do not and will not result in or require the imposition of any lien or other encumbrance on any of the properties, assets or rights of Borrower or any Guarantor, other than those in favor of Agent, on behalf of itself and the other Lenders, pursuant to the Loan Documents, and (vi) do not require the approval or consent of any Person other than those already obtained and delivered to the Agent. 14 (b) Enforceability. This Amendment and any other agreements or instruments executed in connection herewith to which Borrower or any Guarantor is a party are the valid and legally binding obligations of Borrower and Guarantors enforceable in accordance with the respective terms and provisions hereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors' rights and the effect of general principles of equity. (c) Governmental Approvals. The execution, delivery and performance of this Amendment and any other agreements or instruments executed in connection herewith and the transactions contemplated hereby and thereby do not require the approval or consent of, or any filing or registration with, or the giving of any notice to, any court, department, board, governmental agency or authority other than those already obtained, and filings after the date hereof of disclosures with the SEC, or as may be required hereafter with respect to tenant improvements, repairs or other work with respect to any Real Estate. (d) Reaffirmation of Representations and Warranties. Each of the representations and warranties made by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries contained in the Credit Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with the Credit Agreement or this Amendment is true and correct in all material respects as of the date hereof, with the same effect as if made at and as of the date hereof, except to the extent of changes resulting from transactions permitted by the Loan Documents (it being understood and agreed that, with respect to any representation or warranty which by its terms is made as of a specified date, such representation or warranty is reaffirmed hereby only as of such specified date), in each case, after giving effect to this Amendment. To the extent that any of the representations and warranties contained in the Credit Agreement, any other Loan Document or in any document or instrument delivered pursuant to or in connection with the Credit Agreement or this Amendment is qualified by "Material Adverse Effect" or any other materiality qualifier, then the qualifier "in all material respects" contained in this Paragraph 6(d) shall not apply with respect to any such representations and warranties. View More
Found in Healthcare Trust, Inc. contract
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Representation and Warranty. Borrower and Guarantors Guarantor represent and warrant to Agent and the Lenders as follows: (a) Authorization. The execution, delivery and performance of this Amendment and any other agreements or instruments executed and delivered in connection herewith and the transactions contemplated hereby and thereby (i) are within the authority of Borrower and Guarantors, Guarantor, (ii) have been duly authorized by all necessary proceedings on the part of the Borrower and Guarantors, Guarantor, (iii) do... not and will not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which any of the Borrower or any Guarantor is subject or any judgment, order, writ, injunction, license or permit applicable to any of the Borrower or any Guarantor, (iv) do not and will not conflict with or constitute a default (whether with the passage of time or the giving of notice, or both) under any provision of the partnership agreement or certificate, certificate of formation, operating agreement, articles of incorporation or other charter documents or bylaws of, or any agreement mortgage, indenture, agreement, contract or other instrument binding upon, any of the Borrower or any Guarantor or any of their respective properties, properties or to which any of the Borrower or Guarantor is subject, and (v) do not and will not result in or require the imposition of any lien or other encumbrance on any of the properties, assets or rights of any of the Borrower or any Guarantor, other than those in favor of Agent, on behalf of itself and the other Lenders, pursuant to the Loan Documents, and (vi) do not require the approval or consent of any Person other than those already obtained and delivered to the Agent. 14 Guarantor. (b) Enforceability. This Amendment and any other agreements or instruments executed and delivered in connection herewith to which Borrower or any Guarantor is a party are the valid and legally binding obligations of Borrower and Guarantors Guarantor enforceable in accordance with the respective terms and provisions hereof, hereof and thereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors' rights and the effect of general principles of equity. (c) Governmental Approvals. The execution, delivery and performance of this Amendment and any other agreements or instruments executed and delivered in connection herewith and the transactions contemplated hereby and thereby do not require the approval or consent of, of any Person or the authorization, consent, approval of or any license or permit issued by, or any filing or registration with, or the giving of any notice to, any court, department, board, commission or other 18 governmental agency or authority other than those already obtained, obtained and any disclosure filings after the date hereof of disclosures with the SEC, or SEC as may be required hereafter with respect to tenant improvements, repairs or other work with respect to any Real Estate. this Amendment. (d) Reaffirmation of Representations Reaffirmation. Borrower and Warranties. Each Guarantor reaffirm and restate as of the representations date hereof each and warranties every representation and warranty made by the Borrower and Guarantor and their respective Subsidiaries in the Loan Documents or otherwise made by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries contained in the Credit Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or such Persons in connection with the Credit Agreement therewith except for representations or this Amendment is true and correct in all material respects as of the date hereof, with the same effect as if made at and as of the date hereof, except warranties that expressly relate to the extent of changes resulting from transactions permitted by the Loan Documents (it being understood and agreed that, with respect to any representation or warranty which by its terms is made as of a specified date, such representation or warranty is reaffirmed hereby only as of such specified date), in each case, after giving effect to this Amendment. To the extent that any of the representations and warranties contained in the Credit Agreement, any other Loan Document or in any document or instrument delivered pursuant to or in connection with the Credit Agreement or this Amendment is qualified by "Material Adverse Effect" or any other materiality qualifier, then the qualifier "in all material respects" contained in this Paragraph 6(d) shall not apply with respect to any such representations and warranties. an earlier date. View More
Found in Kite Realty Group Trust contract
Representation and Warranty. Borrower represents and Guarantors represent and warrant warrants to Agent and the Lenders as follows: (a) Authorization. The execution, delivery and performance of this Amendment and any the other agreements or instruments documents executed in connection herewith and the transactions contemplated hereby and thereby (i) are within the authority of Borrower and Guarantors, Borrower, (ii) have been duly authorized by all necessary proceedings on the part of the Borrower and Guarantors, Borrower, ...(iii) do not and will not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which the Borrower or any Guarantor is subject or any judgment, order, writ, injunction, license or permit applicable to Borrower or any Guarantor, the Borrower, (iv) do not and will not conflict with or constitute a default (whether with the passage of time or the giving of notice, or both) under any provision of the partnership agreement or certificate, certificate of formation, operating agreement, articles of incorporation or other charter documents or bylaws of, or any agreement mortgage, indenture, agreement, contract or other instrument binding upon, the Borrower or any Guarantor of its properties or any of their respective properties, to which the Borrower is subject, and (v) do not and will not result in or require the imposition of any lien or other encumbrance on any of the properties, assets or rights of Borrower or any Guarantor, other than those in favor of Agent, on behalf of itself and the other Lenders, pursuant to the Loan Documents, and (vi) do not require the approval or consent of any Person other than those already obtained and delivered to the Agent. 14 Borrower. (b) Enforceability. This Amendment and any the other agreements or instruments documents executed in connection herewith to which Borrower or any Guarantor is a party are the valid and legally binding obligations of Borrower and Guarantors enforceable in accordance 7 with the respective terms and provisions hereof, hereof and thereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors' rights and the effect of general principles of equity. (c) Governmental Approvals. The execution, delivery and performance of this Amendment and any other agreements or instruments executed in connection herewith and the transactions contemplated hereby and thereby do not require the approval or consent of, of any Person or the authorization, consent, approval of or any license or permit issued by, or any filing or registration with, or the giving of any notice to, any court, department, board, commission or other governmental agency or authority other than those already obtained, obtained and any disclosure filings after the date hereof of disclosures with the SEC, or SEC as may be required hereafter with respect to tenant improvements, repairs or other work with respect to any Real Estate. this Amendment. (d) Reaffirmation of Representations Reaffirmation. Borrower reaffirms and Warranties. Each restates as of the representations date hereof each and warranties every representation and warranty made by the Borrower and its Subsidiaries in the Loan Documents or otherwise made by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries contained in the Credit Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or such Persons in connection with the Credit Agreement therewith except for representations or this Amendment is true and correct in all material respects as of the date hereof, with the same effect as if made at and as of the date hereof, except warranties that expressly relate to the extent of changes resulting from transactions permitted by the Loan Documents (it being understood and agreed that, with respect to any representation or warranty which by its terms is made as of a specified date, such representation or warranty is reaffirmed hereby only as of such specified date), in each case, after giving effect to this Amendment. To the extent that any of the representations and warranties contained in the Credit Agreement, any other Loan Document or in any document or instrument delivered pursuant to or in connection with the Credit Agreement or this Amendment is qualified by "Material Adverse Effect" or any other materiality qualifier, then the qualifier "in all material respects" contained in this Paragraph 6(d) shall not apply with respect to any such representations and warranties. an earlier date. View More
Found in Mid-America Apartments, L.P. contract
Representation and Warranty. Each Borrower and Guarantors represent Guarantor represents and warrant warrants to and in favor of Agent and each Lender as follows, which representations and warranties are continuing and shall survive the Lenders as follows: execution and delivery hereof, the truth and accuracy of each, together with the representations and warranties in the other Financing Agreements, being a condition of the effectiveness of this Amendment: 4 (a) Authorization. The execution, Neither the execution and deliv...ery and performance of this Amendment and or any other agreements or agreements, documents and instruments executed or delivered in connection herewith and (together with this Amendment, the "Amendment Documents") nor the consummation of the transactions contemplated hereby and thereby or thereby, nor compliance with the provisions hereof or thereof (i) are within has resulted in or shall result in the authority creation or imposition of Borrower and Guarantors, (ii) have been duly authorized by all necessary proceedings on the part any Lien upon any of the Collateral, except in favor of Agent, (ii) has resulted in or shall result in the incurrence, creation or assumption of any Indebtedness of any Borrower and Guarantors, or Guarantor, except as expressly permitted under Section 9.9 of the Loan Agreement, (iii) do not and will not has violated or shall violate any applicable laws or regulations or any order or decree of any court or Governmental Authority in any material respect, (iv) does or shall conflict with or result in any the breach or contravention of any provision of law, statute, rule or regulation to which Borrower or any Guarantor is subject or any judgment, order, writ, injunction, license or permit applicable to Borrower or any Guarantor, (iv) do not and will not conflict with of, or constitute a default (whether with the passage in any respect under any material mortgage, deed of time trust, security agreement, agreement or the giving of notice, instrument to which any Borrower or both) under Guarantor is a party or may be bound, or (v) violates or shall violate any provision of the partnership agreement, articles certificate of incorporation or other charter documents or bylaws of, or any formation, operating agreement or other instrument binding upon, organizational documents of any Borrower or any Guarantor or any of their respective properties, (v) do not and will not result in or require the imposition of any lien or other encumbrance on any Guarantor. (b) Each of the properties, assets or rights Amendment Documents have been duly authorized, executed and delivered by all necessary action on the part of Borrower or any Guarantor, other than those Borrowers and Guarantors which are party hereto and is in favor full force and effect as of Agent, on behalf of itself the date hereof, as the case may be, and the other Lenders, pursuant to the Loan Documents, and (vi) do not require the approval obligations of Borrowers or consent of any Person other than those already obtained and delivered to the Agent. 14 (b) Enforceability. This Amendment and any other agreements or instruments executed in connection herewith to which Borrower or any Guarantor is a party are the Guarantors contained herein constitute legal, valid and legally binding obligations of Borrower Borrowers and Guarantors Guarantors, as the case may be, enforceable against them in accordance with the respective terms and provisions hereof, their terms, except as such enforceability is may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of similar law limiting creditors' rights generally and the effect of by general principles of equity. equitable principles. (c) Governmental Approvals. The execution, delivery and performance of this Amendment and any other agreements or instruments executed in connection herewith and the transactions contemplated hereby and thereby do not require the approval or consent of, or any filing or registration with, or the giving of any notice to, any court, department, board, governmental agency or authority other than those already obtained, and filings after the date hereof of disclosures with the SEC, or as may be required hereafter with respect to tenant improvements, repairs or other work with respect to any Real Estate. (d) Reaffirmation of Representations and Warranties. Each All of the representations and warranties made by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries contained set forth in the Credit Agreement, Loan Agreement as amended hereby, and the other Loan Documents Financing Agreements, are true and correct in all material respects after giving effect to the provisions of this Amendment, except to the extent any such representation or warranty is made as of a specified date, in any document which case such representation or instrument delivered pursuant to or in connection with the Credit Agreement or this Amendment is warranty shall have been true and correct in all material respects as of such date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified by materiality in the date hereof, with text thereof). (d) No action of, or filing with, or consent of any Governmental Authority, and no material approval or consent of any other party, is required to authorize, or is otherwise required in connection with, the same effect as if execution, delivery and performance of this Amendment or the transactions contemplated hereby, except for any actions or filings already made at or taken and as approvals or consents previously obtained. (e) As of the date hereof, except to the extent no Default or Event of changes resulting from transactions permitted by the Loan Documents (it being understood Default exists or has occurred and agreed that, with respect to any representation or warranty which by its terms is made as of a specified date, such representation or warranty is reaffirmed hereby only as of such specified date), in each case, after giving effect to this Amendment. To the extent that any of the representations and warranties contained in the Credit Agreement, any other Loan Document or in any document or instrument delivered pursuant to or in connection with the Credit Agreement or this Amendment is qualified by "Material Adverse Effect" or any other materiality qualifier, then the qualifier "in all material respects" contained in this Paragraph 6(d) shall not apply with respect to any such representations and warranties. continuing. View More
Found in TRAVELCENTERS OF AMERICA LLC contract
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Representation and Warranty. Borrower represents and warrants to Agent and Lenders that (a) it possesses all requisite power and authority to execute, deliver and comply with the terms of this Amendment, (b) this Amendment has been duly authorized and approved by all requisite corporate action on the part of Borrower, (c) no other consent of any Person (other than Agent and Lenders) is required for this Amendment to be effective, (d) the execution and delivery of this Amendment does not violate its organizational documents,... (e) the representations and warranties in each Loan Document to which it is a party are true and correct in all material respects on and as of the date of this Amendment as though made on the date of this Amendment (except to the extent that such representations and warranties speak to a specific date), (f) it is in full compliance with all covenants and agreements contained in each Loan Document to which it is a party, and (g) no Default or Event of Default has occurred and is continuing. The representations and warranties made in this Amendment shall survive the execution and delivery of this Amendment. No investigation by Agent or any Lender is required for Agent and Lenders to rely on the representations and warranties in this Amendment. View More
Found in GASCO ENERGY INC contract
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Representation and Warranty. Borrower and each Guarantor represents and warrants to the Agent and the Lenders on and as of the date hereof that (a) it possesses all the requisite power and authority to execute, execute and deliver and comply with the terms of this Amendment, (b) this Amendment has been duly authorized and approved by all the requisite corporate action on the part of Borrower, Borrower or such Guarantor, (c) no other consent of any Person (other than Agent and the Lenders) that has not been obtained is requi...red for this Amendment to be effective, (d) the execution and delivery of this Amendment does not violate its organizational documents, (e) the representations and warranties in each Loan Document to which it is a party are true and correct in all material respects on and as of the date of this Amendment as though made on the date of this Amendment (except to the extent that such representations and warranties speak to a specific date, in which case such representation or warranty shall be true and correct in all material respects as of such date), (f) after giving effect to this Amendment, it is in full compliance with all covenants and agreements contained in each Loan Document to which it is a party, and (g) after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing. The representations continuing and warranties made (h) that each Loan Document to which it is a party remains in this Amendment shall survive full force and effect and is the execution legal, valid, and delivery binding obligations of this Amendment. No investigation by Agent Borrower or any Lender is required for Agent such Guarantor enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally and Lenders to rely on the representations general principles of equity and warranties in this Amendment. principles of good faith and fair dealing. View More
Found in RigNet, Inc. contract
Representation and Warranty. Borrower and each Guarantor represents and warrants to the Administrative Agent and the Lenders on and as of the date hereof that (a) it possesses all the requisite power and authority to execute, execute and deliver and comply with the terms of this Amendment, (b) this Amendment has been duly authorized and approved by all the requisite corporate action on the part of Borrower, Borrower or such Guarantor, (c) no other consent of any Person (other than Agent and the Lenders) that has not been ob...tained is required for this Amendment to be effective, (d) the execution and delivery of this Amendment does not violate its organizational documents, (e) the representations and warranties in each Loan Document to which it is a party are true and correct in all material respects on and as of the date of this Amendment as though made on the date of this Amendment (except to the extent that such representations and warranties speak to a specific date, in which case such representation or warranty shall be true and correct in all material respects as of such date), (f) it is in full compliance with all covenants and agreements contained in each Loan Document to which it is a party, and (g) no Default or Event of Default has occurred and is continuing. The representations continuing, (h) that each Loan Document to which it is a party remains in full force and warranties made effect and is the legal, valid, and binding obligations of Borrower or such Guarantor enforceable against it in this Amendment shall survive accordance with their respective terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally and to general principles of equity and principles of good faith and fair dealing and (i) as of the execution Effective Date, the information included in any Beneficial Ownership Certification, if applicable, is true and delivery of this Amendment. No investigation by Agent or any Lender is required for Agent and Lenders to rely on the representations and warranties correct in this Amendment. all respects. View More
Found in Powell Industries, Inc. contract
Representation and Warranty. Borrower represents and warrants to Agent and Lenders Lender that upon giving effect to all prior written waivers granted by Lender in connection with the Credit Agreement (a) it possesses all requisite power and authority to execute, deliver and comply with the terms of this Amendment, (b) this Amendment has been duly authorized and approved by all requisite corporate action on the part of Borrower, (c) no other consent of any Person (other than Agent and Lenders) Lender) is required for this A...mendment to be effective, (d) the execution and delivery of this Amendment does not violate its organizational documents, (e) the representations and warranties in each Loan Document to which it is a party are true and correct in all material respects on and as of the date of this Amendment as though made on the date of this Amendment (except to the extent that such representations and warranties speak to a specific date), (f) it is in full compliance with all covenants and agreements contained in each Loan Document to which it is a party, and (g) no Default or Event of Potential Default has occurred and is continuing. The representations and warranties made in this Amendment shall survive the execution and delivery of this Amendment. No investigation by Agent or any Lender is required for Agent and Lenders Lender to rely on the representations and warranties in this Amendment. View More
Found in Deep Down, Inc. contract
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Representation and Warranty. In order to induce Lender to enter into this Amendment, each Borrower hereby represents and warrants to Lender that: (a) No Event of Default or Default is continuing; (b) All of the representations and warranties set forth herein and in the Agreement are true, complete and accurate in all respects (except for representations and warranties which are expressly stated to be true and correct as of the date of the Agreement); and (c) This Amendment has been duly executed and delivered by Borrowers, ...and the Agreement continues to constitute the legal, valid and binding agreements and obligations of Borrowers, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, and similar laws and equitable principles affecting the enforcement of creditors' rights generally. View More
Found in DETERMINE, INC. contract
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Representation and Warranty. In order to induce Lender to enter into this Amendment, each Borrower hereby represents and warrants to Lender that: (a) No (a)After giving effect to this Amendment, no Event of Default or Default is continuing; iscontinuing; (b) All After giving effect to this Amendment, all of the representations and warranties set forth herein in the Agreement and in the Agreement are true, complete and accurate in all respects (except for representations and warranties which are expressly stated to be true a...nd correct as of the date of the Agreement); and (c) This Amendment has been duly executed and delivered by Borrowers, and the Agreement continues to constitute the legal, valid and binding agreements and obligations of Borrowers, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, and similar laws and equitable principles affecting the enforcement of creditors' rights generally. View More
Found in Digital Turbine, Inc. contract
Representation and Warranty. In order to induce Lender to enter into this Amendment, each Borrower hereby represents and warrants to Lender that: (a) No no Event of Default or Default is continuing; (b) All all of the representations and warranties set forth herein and in the Agreement are true, complete and accurate in all material respects (other than representations and warranties already qualified by materiality, which shall be true and correct in all respects (except for representations and warranties which are express...ly stated to be true and correct as of the date of the Agreement); and 2 (c) This Amendment has been duly executed and delivered by Borrowers, Borrower, and the Agreement continues to constitute the legal, valid and binding agreements and obligations of Borrowers, Borrower, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, and similar laws and equitable principles affecting the enforcement of creditors' rights generally. View More
Found in CAPSTONE TURBINE Corp contract
Representation and Warranty. In order to induce Lender to enter into this Amendment, each Borrower hereby represents and warrants to Lender that: (a) No After giving effect to this Amendment, no Event of Default or Default is continuing; (b) All After giving effect to this Amendment, all of the representations and warranties set forth herein and in the Agreement are true, complete and accurate in all respects (except for representations and warranties which are expressly stated to be true and correct as of the date of the A...greement); and (c) This Amendment has been duly executed and delivered by Borrowers, and the Agreement continues to constitute the legal, valid and binding agreements and obligations of Borrowers, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, and similar laws and equitable principles affecting the enforcement of creditors' rights generally. View More
Found in INPIXON contract
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Representation and Warranty. 7.1 Authorization; Enforceability. Each of ViewRay and Tesla represents and warrants to the other party that: (a) it is duly organized and validly existing under the laws of its jurisdiction of organization and has all requisite power and authority to enter into this Agreement; (b) it is duly authorized by all requisite action to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby, and that the same do not conflict or cause a default with respect to... such party's obligations under any other agreement; (c) it has duly executed and delivered this Agreement; and (d) it is authorized to disclose any and all Confidential Information made available to the other party pursuant to this Agreement. 7.2 Products. (a) Tesla warrants to ViewRay that all Products supplied to ViewRay pursuant to Section 3 shall: (i) for a period of twelve (12) months from the date of acceptance by the ViewRay customer but not more than eighteen (18) months from the date of shipment to ViewRay, whichever is longer, conform to its then current published specifications and documentation and the Specifications (provided that in the event of a conflict between the Specifications and the published specifications or documentation, the terms of the Specifications will control), and (ii) be manufactured, labeled, packaged, stored and tested (while in the possession or control of Tesla) in accordance with the Specifications and the applicable laws and regulations in relation to the manufacture and testing of the Product (including all Applicable Standards). This warranty does not apply to any non-conformity of the Products resulting from misuse, mishandling or storage in an improper environment in each case by any party other than Tesla or its agents. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (b) Tesla warrants to ViewRay that all Products shall be delivered free and clear of all liens and encumbrances. 7.3 Remedy. In the event any Products purchased by ViewRay from Tesla fail to conform to the warranty set forth in Section 7.2, Tesla shall, at Tesla's option, repair or replace the Products. ViewRay shall notify Tesla of any such nonconformity and return the applicable Products in accordance with Section 3.9. It is understood and agreed that the remedy set forth in this Section 7.3 shall not limit either party's other remedies at law or equity, including a party's remedies with respect to third party claims arising pursuant to Sections 8.2-8.3. 7.4 Disclaimer. (a) EXCEPT FOR THE WARRANTIES EXPRESSLY MADE IN SECTIONS 7.1-7.2, NEITHER PARTY MAKES ANY OTHER REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED (WHETHER WRITTEN OR ORAL), INCLUDING, WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY MATTER WHATSOEVER, INCLUDING BUT NOT LIMITED TO, THE PRODUCTS. (b) THE REPRESENTATIONS AND WARRANTIES OF EACH OF TESLA AND VIEWRAY EXTEND ONLY TO THE OTHER PARTY. NEITHER PARTY WILL BE LIABLE FOR ANY CLAIM OR DEMAND AGAINST SUCH OTHER PARTY BY A THIRD PARTY, EXCEPT TO THE EXTENT PROVIDED IN SECTIONS 8.2-8.3. View More
Found in ViewRay, Inc. contract
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Representation and Warranty. 7.1 Authorization; Enforceability. Each of ViewRay and Tesla Jastec represents and warrants to the other party that: (a) it is duly organized and validly existing under the laws of its jurisdiction of organization and has all requisite power and authority to enter into this Agreement; (b) it is duly authorized by all requisite action to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby, and that the same do not conflict or cause a default with res...pect to such party's obligations under any other agreement; (c) it has duly executed and delivered this Agreement; and (d) it is authorized to disclose any and all Confidential Information made available to the other party pursuant to this Agreement. 7.2 Products. (a) Tesla Jastec warrants to ViewRay that all Products supplied to ViewRay pursuant to Section 3 this Agreement shall: (i) for a period of twelve (12) months from the date of acceptance by the ViewRay customer but not more than eighteen (18) months from the date of shipment to ViewRay, whichever the Product is longer, commissioned following installation and satisfaction of the installation acceptance tests contained in the ATP at the ViewRay customer site in accordance with Section 3.7, conform to its then current published specifications and documentation and the Specifications (provided that in the event of a conflict between the Specifications and the published specifications or documentation, the terms of the Specifications will control), and Specifications, (ii) be manufactured, labeled, packaged, stored and tested (while in the possession or control of Tesla) Jastec) in accordance with the Specifications current as of the date of manufacture and the applicable laws Applicable Laws and regulations in relation to the manufacture and testing of the Product (including all Applicable Standards). Standards), and (iii) be free of defects in materials or workmanship. This warranty does not apply to any non-conformity of the Products in the event and to the extent resulting from misuse, mishandling or storage in an improper environment in each case by any party other than Tesla Jastec or its agents. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (b) Tesla Jastec warrants to ViewRay that all Products shall be delivered free and clear of all liens and encumbrances. 7.3 Remedy. In the event any Products purchased by ViewRay from Tesla Jastec fail to conform to the warranty set forth in Section 7.2, Tesla 7.2 and Jastec receives written notice of such nonconformity during the applicable warranty period, Jastec shall, at Tesla's Jastec's option, repair or replace the Products. Products using the procedures set forth in Section 3.7(b). ViewRay shall notify Tesla Jastec of any such nonconformity and return the applicable Products in accordance with Section 3.9. 3.7(b). It is understood and agreed that the remedy set forth in this Section 7.3 shall not limit either party's other remedies at law be the sole and exclusive remedy for defects or equity, including non-conformances in a Product once its warranty period begins, excepting only a party's remedies with respect to third party claims arising pursuant to Sections 8.2-8.3. 7.4 Disclaimer. (a) EXCEPT FOR THE WARRANTIES EXPRESSLY MADE IN SECTIONS 7.1-7.2, SECTION 7.1 AND SECTION 7.2, NEITHER PARTY MAKES ANY OTHER REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED (WHETHER WRITTEN OR ORAL), INCLUDING, WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY MATTER WHATSOEVER, INCLUDING BUT NOT LIMITED TO, THE PRODUCTS. (b) THE REPRESENTATIONS AND A:t\D WARRANTIES OF EACH OF TESLA AND VIEWRAY EXTEND ONLY TO THE OTHER PARTY. NEITHER PARTY WILL BE LIABLE FOR ANY CLAIM OR DEMAND AGAINST SUCH OTHER PARTY BY A THIRD PARTY, EXCEPT TO THE EXTENT PROVIDED IN SECTIONS 8.2-8.3. View More
Found in ViewRay, Inc. contract
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Representation and Warranty. As a material inducement for Lender to enter into this Amendment, Borrower hereby represents and warrants to Lender (with the knowledge and intent that Lender is relying upon the same in consenting to this Amendment) that as of the Effective Date, and after giving effect to the transactions contemplated by this Amendment: (a) all representations and warranties in the Loan Agreement and in all other Loan Documents are true and correct in all material respects, as though made on the date hereof, e...xcept to the extent that (i) any of them speak to a different specific date; or (ii) the facts or circumstances on which any of them were based have been changed by transactions or events not prohibited by the Loan Documents; (b) no Default or Event of Default exists under the Loan Documents or will exist after giving effect to this Amendment; (c) this Amendment has been duly authorized and approved by all necessary organizational action and requires the consent of no other Person, and is binding and enforceable against Borrower in accordance with its terms; and (d) the execution, delivery and performance of this Amendment in accordance with its terms, does not and will not, by the passage of time, the giving of notice, or otherwise: (i) require any governmental approval, other than such as have been obtained and are in full force and effect, or violate any applicable law relating to Borrower; (ii) conflict with, result in a breach of, or constitute a default under the Constituent Documents of Borrower thereof, or any indenture, agreement, or other instrument to which Borrower is a party or by which it or any of its properties may be bound; or (iii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by Borrower. View More
Found in loanDepot, Inc. contract
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Representation and Warranty. As a material inducement for Lender to enter into this Amendment, Borrower hereby represents and warrants to Lender (with the knowledge and intent that Lender is relying upon the same in consenting to this Amendment) that as of the Effective Date, Date and after giving effect to the transactions contemplated by this Amendment: (a) all representations and warranties in the Loan Agreement and in all other Loan Documents are true and correct in all material respects, as though made on the date here...of, except to the extent that (i) any of them speak to a different specific date; or (ii) the facts fact or circumstances on which any an of them were based have been changed by transactions transaction or events not prohibited by the Loan Documents; (b) no Default or Event of Default exists under the Loan Documents or will exist after giving effect to this Amendment; (c) this Amendment has been duly authorized and approved by all necessary organizational action and requires the consent of no other Person, Person 2 and is binding and enforceable against Borrower in accordance with its terms; and (d) the execution, delivery and performance of this Amendment in accordance with its terms, does not and will not, by the passage of time, the giving of notice, or otherwise: (i) require any governmental approval, approval other than such as have a ha e been obtained and are in full force and effect, or violate any applicable law relating to Borrower; (ii) conflict with, result in a breach of, of or constitute a default under the Constituent Documents of Borrower thereof, or any indenture, agreement, or other instrument to which Borrower is a party or by which it or any of its properties may be bound; or (iii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by Borrower. Borrower and (e) Borrowers Constituent Documents delivered to Lender on August 26, 2016 (i) have not been amended, modified, rescinded, revoked or otherwise modified, and no action has been taken by the officers managers or members of Borrower in contemplation of or to effect or authorize the foregoing, and (ii) remain in full force and effect as of the date hereof. View More
Found in AmeriHome, Inc. contract
Representation and Warranty. As a material inducement for Lender to enter into this Amendment, Second Amendment Agreement, Borrower hereby represents and warrants to Lender (with the knowledge and intent that Lender is relying upon the same in consenting to entering into this Second Amendment) that that, as of the Second Amendment Effective Date, and after giving effect to the transactions contemplated by this Amendment: (a) all representations and warranties of the Borrower in the Original Loan Agreement and in all the oth...er Loan Documents Documents, as and to the extent amended and restated in this Second Amendment Agreement, are true and correct in all material respects, as though made on the date hereof, except as and to the extent that 3 Second Amendment (i) any of them those representations and warranties speak to a different specific date; date or may have otherwise been made inaccurate by the mere passage of time; or (ii) the facts or circumstances on which any of them those representations and warranties were based have been changed by transactions or events not prohibited by the Loan Documents; or (iii) Borrower discloses to Lender otherwise in the Borrower Disclosure Schedules as updated by Borrower, delivered to Lender at least two (2) Business Days prior to the Second Amendment Effective Date and approved of by Lender, which approval shall not be unreasonably withheld or delayed; (b) no Default or Event of Default exists under the Loan Documents or will exist as amended by and after giving effect to this Second Amendment; (c) this Second Amendment has been duly authorized and approved by all necessary organizational corporate action of Borrower and requires the consent of no other Person, and is binding and enforceable against Borrower in accordance with its terms; terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, arrangement, moratorium or similar laws, now or hereafter in effect, relating to or limiting the rights of creditors' and general equitable principles, regardless of whether the issue of enforceability is considered in a proceeding in equity or at law; and (d) the execution, delivery and performance by Borrower of this Second Amendment in accordance with its terms, does not and and, to the knowledge of Borrower, will not, by the passage of time, the giving of notice, or otherwise: both: (i) require any governmental approval, approval which Borrower is required to obtain, other than such as have been obtained and are in full force and effect, or effect; (ii) violate any applicable law relating to Borrower; (ii) which Borrower is subject; (iii) conflict with, result in a breach of, or constitute a default under the Constituent Documents of Borrower thereof, Borrower; (iv) conflict with, result in a breach of, or constitute a default under any indenture, agreement, or other instrument to which Borrower is a party or by which it or any of its properties may be bound; or (iii) (v) result in or require the creation or imposition of any Lien (other than a Permitted Lien) upon or with respect to any property now owned or hereafter acquired by Borrower. Borrower (the failure of which, in the case of clauses (i), (ii), (iv) and (v) of this Section 5(b), would have, either individually or in the aggregate, a Material Adverse Change on Borrower and its Subsidiaries considered as a whole). View More
Found in First Foundation Inc. contract
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Representation and Warranty. Borrower hereby represents and warrants to the Secured Parties as follows: (a) to Borrower' s knowledge, Borrower is the owner of the Collateral (or, in the case of after-acquired Collateral, at the time Borrower acquires rights in the Collateral, will be the owner thereat) and that, except as expressly provided herein, no other person has (or, in the case of after-acquired Collateral, at the time Borrower acquires rights therein, will have) any right, title, claim or interest (by way of Lien or... otherwise) in, against or to the Collateral; (b) to Borrower's knowledge, except as expressly provided herein, upon the filing of a Financing Statement with the Delaware Secretary of State, the Secured Parties (or in the case of after-acquired Collateral, at the time Borrower acquires rights therein, will have) will have a perfected security interest in the Collateral to the extent that a security interest in the Collateral can be perfected by such filing; (c) all Accounts Receivable (as defined in Exhibit A) are genuine and enforceable against the party obligated to pay the same; (d) Borrower has full power and authority to enter into the transactions provided for in this Agreement and the Notes; (e) this Agreement and the Notes, when executed and delivered by Borrower, will constitute the legal, valid and binding obligations of Borrower enforceable in accordance with their terms; (t) the execution and delivery by Borrower of this Agreement and the Notes and the performance and consummation of the transactions contemplated hereby and thereby do not and will not violate Borrower's Certificate of Incorporation or Bylaws or any material judgment, order, writ, decree, statute, rule or regulation applicable to Borrower (g) there does not exist any default or violation by Borrower of or under any of the terms, conditions or obligations of (i) any indenture, mortgage, deed of trust, franchise, permit, contract, agreement, or other instrument to which Borrower is a party or by which Borrower is bound, or (ii) any law, ordinance, regulation, ruling, order, injunction, decree, condition or other requirement applicable to or imposed upon Borrower by any law, the action of any court or any governmental authority or agency; and the execution, delivery and performance of this Agreement will not result in any such default or violation; (h) there is no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand pending or, to the knowledge of Borrower, threatened which adversely affects Borrower' s business or financial condition and there is no basis known to Borrower for any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand which could result in the same; and (i) this Agreement and the Notes do not contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statements contained in this Agreement and the Notes not misleading. 2 5. Events of Default. For purposes of this Agreement, the term "Event of Default" shall mean and refer to any of the following: a. Failure of Borrower to perform or observe any covenant set forth in this Agreement, or to perform or observe any other term, condition, covenant, warranty, agreement or other provision contained in this Agreement; b. Any representation or warranty made or furnished by Borrower in writing in connection with this Agreement and the Notes or any statement or representation made in any certificate, report or opinion delivered pursuant to this Agreement or in connection with this Agreement is false, incorrect or incomplete in any material respect at the time it is furnished; or c.Occurrence of any other Event of Default as defined in the Notes. View More
Found in AquaMed Technologies, Inc. contract
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Representation and Warranty. Borrower hereby represents and warrants to Collateral Agent and the Secured Parties as follows: (a) to Borrower' s Borrower's knowledge, Borrower is the owner of the Collateral (or, in the case of after-acquired Collateral, at the time Borrower acquires rights in the Collateral, will be the owner thereat) thereof) and that, except as expressly provided herein, no other person has (or, in the case of after-acquired Collateral, at the time Borrower acquires rights therein, will have) any right, ti...tle, claim or interest (by way of Lien or otherwise) in, against or to the Collateral; (b) to Borrower's knowledge, except as expressly provided herein, upon the filing of a Financing Statement UCC-1 financing statement with the Delaware California Secretary of State, the Collateral Agent will have for the benefit of the Secured Parties (or in the case of after-acquired Collateral, at the time Borrower acquires rights therein, will have) will have a perfected security interest in the Collateral to the extent that a security interest in the Collateral can be perfected by such filing; (c) all Accounts Receivable (as defined in Exhibit A) are genuine and enforceable against the party obligated to pay the same; (d) Borrower has full power and authority to enter into the transactions provided for in this Agreement Agreement, the Notes and the Notes; Intercreditor Agreement; (e) this Agreement Agreement, the Notes and the Notes, Intercreditor Agreement, when executed and delivered by Borrower, will constitute the legal, valid and binding obligations of Borrower enforceable in accordance with their -2- terms; (t) (f) the execution and delivery by Borrower of this Agreement, the Intercreditor Agreement and the Notes and the performance and consummation of the transactions contemplated hereby and thereby do not and will not violate Borrower's Certificate of Incorporation or Bylaws or any material judgment, order, writ, decree, statute, rule or regulation applicable to Borrower (g) there does not exist any default or violation by Borrower of or under any of the terms, conditions or obligations of (i) any indenture, mortgage, deed of trust, franchise, permit, contract, agreement, or other instrument to which Borrower is a party or by which Borrower is bound, or (ii) any law, ordinance, regulation, ruling, order, injunction, decree, condition or other requirement applicable to or imposed upon Borrower by any law, the action of any court or any governmental authority or agency; and the execution, delivery and performance of this Agreement will not result in any such default or violation; (h) there is no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand pending or, to the knowledge of Borrower, threatened which adversely affects Borrower' s Borrower's business or financial condition and there is no basis known to Borrower for any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand which could result in the same; and (i) this Agreement Agreement, the Notes and the Notes Intercreditor Agreement do not contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statements contained in this Agreement Agreement, the Notes and the Notes Intercreditor Agreement not misleading. 2 5. Events of Default. For purposes of this Agreement, the term "Event of Default" shall mean and refer to any of the following: a. Failure of Borrower to perform or observe any covenant set forth in this Agreement, or to perform or observe any other term, condition, covenant, warranty, agreement or other provision contained in this Agreement; b. Any representation or warranty made or furnished by Borrower in writing in connection with this Agreement and the Notes or any statement or representation made in any certificate, report or opinion delivered pursuant to this Agreement or in connection with this Agreement is false, incorrect or incomplete in any material respect at the time it is furnished; or c.Occurrence of any other Event of Default as defined in the Notes. View More
Found in Super League Gaming, Inc. contract
Representation and Warranty. Borrower hereby represents and warrants to the Secured Parties as follows: (a) to Borrower' s Borrower's knowledge, Borrower is the owner of the Collateral (or, in the case of after-acquired Collateral, at the time Borrower acquires rights in the Collateral, will be the owner thereat) and that, except as expressly provided herein, no other person has (or, in the case of after-acquired Collateral, at the time Borrower acquires rights therein, will have) any right, title, claim or interest (by way... of Lien or otherwise) in, against or to the Collateral; (b) to Borrower's knowledge, except as expressly provided herein, upon the filing of a Financing Statement with the Delaware Secretary of State, as provided herein, the Secured Parties (or in the case of after-acquired Collateral, at the time Borrower acquires rights therein, will have) will have a perfected security interest in the Collateral to the extent that a security interest in the Collateral can be perfected by such filing; (c) all Accounts Receivable (as defined in Exhibit A) are genuine and enforceable against the party obligated to pay the same; (d) Borrower has full power and authority to enter into the transactions provided for in this Agreement and the Notes; Debenture; (e) this Agreement and the Notes, Debenture, when executed and delivered by Borrower, will constitute the legal, valid and binding obligations of Borrower enforceable in accordance with their terms; (t) respective -2- terms (subject to general principles of equity and to bankruptcy, insolvency, moratorium, and other similar laws affecting the enforcement of creditors' rights generally); (f) the execution and delivery by Borrower of this Agreement and the Notes Debenture and the performance and consummation of the transactions contemplated hereby and thereby do not and will not violate Borrower's Certificate of Incorporation or Bylaws or any material judgment, order, writ, decree, statute, rule or regulation applicable to Borrower Borrower; (g) there does not exist any default or violation by Borrower of or under any of the terms, conditions or obligations of (i) any indenture, mortgage, deed of trust, franchise, permit, contract, agreement, or other instrument to which Borrower is a party or by which Borrower is bound, or (ii) any law, ordinance, regulation, ruling, order, injunction, decree, condition or other requirement applicable to or imposed upon Borrower by any law, the action of any court or any governmental authority or agency; and the execution, delivery and performance of this Agreement will not result in any such default or violation; (h) there is no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand pending or, to the knowledge knowledge, of Borrower, threatened which adversely affects Borrower' s Borrower's business or financial condition and there is no basis known to Borrower for any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand which could result in the same; and (i) this Agreement and the Notes Debenture do not contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statements contained in this Agreement and the Notes Debenture not misleading. 2 5. Events of Default. For purposes of this Agreement, the term "Event of Default" shall mean and refer to any of the following: a. Failure of Borrower to perform or observe any covenant set forth in this Agreement, or to perform or observe any other term, condition, covenant, warranty, agreement or other provision contained in this Agreement; b. Any representation or warranty made or furnished by Borrower in writing in connection with this Agreement and the Notes or any statement or representation made in any certificate, report or opinion delivered pursuant to this Agreement or in connection with this Agreement is false, incorrect or incomplete in any material respect at the time it is furnished; or c.Occurrence of any other Event of Default as defined in the Notes. View More
Found in VerifyMe, Inc. contract
Representation and Warranty. Borrower hereby represents and warrants to the Secured Parties Party as follows: (a) to Borrower' s knowledge, the Borrower is the owner of the Collateral (or, in the case of after-acquired Collateral, at the time Borrower acquires rights in the Collateral, will be the owner thereat) and that, except as expressly provided herein, no other person has (or, in the case of after-acquired Collateral, at the time Borrower acquires rights therein, will have) any right, title, claim or interest (by way ...of Lien or otherwise) in, against or to the Collateral; (b) to Borrower's knowledge, except as expressly provided herein, upon the filing of a Financing Statement with the Delaware Nevada Secretary of State, the Secured Parties Party (or in the case of after-acquired Collateral, at the time Borrower acquires rights therein, will have) will have a perfected security interest in the Collateral to the extent that a security interest in the Collateral can be perfected by such filing; (c) all Accounts Receivable (as defined in Exhibit A) are genuine and enforceable against the party obligated to pay the same; (d) Borrower has full power and authority to enter into the transactions provided for in this Agreement and the Notes; (e) Loan Agreement and the Note; (d) this Agreement and the Notes, Note, when executed and delivered by Borrower, will constitute the legal, valid and binding obligations of Borrower enforceable in accordance with their terms; (t) (e) the execution and delivery by Borrower of this Agreement and Loan Agreement and the Notes Note and the performance and consummation of the transactions contemplated hereby and thereby do not and will not violate Borrower's Certificate of Incorporation or Bylaws or any material judgment, order, writ, decree, statute, rule or regulation applicable to Borrower (g) (f) there does not exist any default or violation by Borrower of or under any of the terms, conditions or obligations of (i) any indenture, mortgage, deed of trust, franchise, permit, contract, agreement, or other instrument to which Borrower is a party or by which Borrower is bound, or (ii) any law, ordinance, regulation, ruling, order, injunction, decree, condition or other requirement applicable to or imposed upon Borrower by any law, the action of any court or any governmental authority or agency; and the execution, delivery and performance of this Agreement will not result in any such default or violation; (h) (g) there is no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand pending or, to the knowledge of Borrower, threatened which adversely affects Borrower' s business or financial condition and there is no basis known to Borrower for any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand which could result in the same; and (i) (h) this Agreement and the Notes Loan Agreement and the Note do not contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statements contained in this Agreement and the Notes Loan Agreement and the Note not misleading. 2 | PageAltair International Corp Security Agreement 5. Events of Default. For purposes of this Agreement, the term "Event of Default" shall mean and refer to any of the following: a. (a) Failure of Borrower to perform or observe any covenant set forth in this Agreement, or to perform or observe any other term, condition, covenant, warranty, agreement agreement, or other provision contained in this Agreement; b. Agreement, the Loan Agreement, or the Note, where such failure continues for five (5) days after receipt of written notice from the Secured Party specifying such failure. (b) Any representation or warranty made or furnished by Borrower in writing in connection with this Agreement, the Loan Agreement and the Notes Note or any statement or representation made in any certificate, report or opinion delivered pursuant to this Agreement or in connection with this Agreement is false, incorrect incorrect, or incomplete in any material respect at the time it is furnished; or c.Occurrence (c) Occurrence of any other Event of Default as defined in the Notes. Note or the Loan Agreement. View More
Found in ALTAIR INTERNATIONAL CORP. contract
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Representation and Warranty. The Credit Obligors represent and warrant to the Lender as follows: (a) After giving effect to this Amendment, the representations and warranties of the Borrower and the Guarantors contained in the Credit Agreement or any other Loan Document shall, (i) with respect to representations and warranties that contain a materiality qualification, be true and correct in all respects on and as of the date hereof, and (ii) with respect to representations and warranties that do not contain a materiality qu...alification, be true and correct in all material respects on and as of the date hereof, and except that the representations and warranties limited by their terms to a specific date shall be true and correct as of such date. (b) After giving effect to this Amendment, no Default or Event of Default has occurred or is continuing. (c) (i) Each Credit Obligor has taken all necessary action to authorize the execution, delivery and performance of this Amendment; (ii) this Amendment has been duly executed and delivered by the Credit Obligors and constitutes each of the Credit Obligors' legal, valid and binding obligations, enforceable in accordance with its terms (except, in any case, as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and by principles of equity), and (iii) no authorization or other action by, and no notice to or filing with, any Governmental Authority or other Person is required for the due execution, delivery or performance by any Credit Obligor of this Amendment. View More
Found in Unilife Corp contract
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Representation and Warranty. The Credit Obligors Borrower and the Guarantors represent and warrant to the Lender as follows: (a) After giving effect to this Amendment, Amendment and Waiver, the representations and warranties of the Borrower and the Guarantors contained in the Credit Agreement or any other Loan Document shall, are (i) with respect to representations and warranties that contain a materiality qualification, be true and correct in all respects on and as of the date hereof, and (ii) with respect to representatio...ns and warranties that do not contain a materiality qualification, be are true and correct in all material respects on and as of the date hereof, and except that the representations and warranties limited by their terms to a specific date shall be are true and correct as of such date. (b) After giving effect to this Amendment, Amendment and Waiver, no Default or Event of Default has occurred or is continuing. (c) (i) Each Credit Obligor has taken all necessary action to authorize the The execution, delivery and performance of this Amendment; Amendment and Waiver are within Borrower's and each Guarantor's corporate or organizational powers and has been duly authorized by all necessary corporate or organizational action; (ii) this Amendment has been duly executed and delivered by Waiver constitutes the Credit Obligors and constitutes each of the Credit Obligors' legal, valid and binding obligations, obligations of Borrower and each Guarantor, enforceable against such Person in accordance with its terms (except, in any case, as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and by principles of equity), and (iii) no authorization or other action by, and no notice to or filing with, any Governmental Authority or other Person (other than those that have been, or on the Closing Date will be, duly obtained or made and which are, or on the Closing Date will be, in full force and effect) is required for the due execution, delivery or performance by the Borrower or any Credit Obligor Guarantor of this Amendment. Amendment and Waiver. View More
Found in Natera, Inc. contract
Representation and Warranty. The Credit Obligors represent and warrant to the Lender as follows: (a) After giving effect to this Amendment, the representations and warranties of the Borrower and the Guarantors contained in the Credit Agreement or any other Loan Document shall, (other than Section 6.14 of the Credit Agreement) shall except as disclosed in the disclosure letter dated the date hereof and delivered to the Lender on the date hereof, (i) with respect to representations and warranties that contain a materiality qu...alification, be true and correct in all respects on and as of the date hereof, and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects on and as of the date hereof, and except that the representations and warranties limited by their terms to a specific date shall be true and correct as of such date. (b) After giving effect to this Amendment, no Default or Event of Default has occurred or is continuing. (c) (i) Each Credit Obligor has taken all necessary action to authorize the execution, delivery and performance of this Amendment; (ii) this Amendment has been duly executed and delivered by the Credit Obligors and constitutes each of the Credit Obligors' legal, valid and binding obligations, enforceable in accordance with its terms (except, in any case, as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and by principles of equity), and (iii) no authorization or other action by, and no notice to or filing with, any Governmental Authority or other Person is required for the due execution, delivery or performance by any Credit Obligor of this Amendment. (d) At the date of this Amendment, none of the Collateral (as defined in the General Security Deed) is located, or taken for the purposes of any stamp duty law to be located, in New South Wales. View More
Found in Unilife Corp contract
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Representation and Warranty. To induce the Administrative Agents and the Lenders to enter into this First Amendment, each Loan Party represents and warrants to the Administrative Agents and the Lenders on and as of the First Amendment Effective Date (as defined below) that: (a) The execution, delivery and performance by the Borrower and each Guarantor of this First Amendment and the performance of the Amended Credit Agreement, and the acknowledgment of this First Amendment by the other Loan Parties signatory hereto: (i) are... within each such Loan Party's corporate or similar powers and, at the time of execution thereof, have been duly authorized by all necessary corporate and similar action, (ii) do not (A) contravene such Loan Party's Constituent Documents, (B) violate any Requirement of Law, (C) conflict with, contravene, constitute a default or breach under, any material Contractual Obligation of any Loan Party or any of their respective Subsidiaries, other than those which could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, or (D) result in the imposition of any Lien (other than a Permitted Lien) upon any property of any Loan Party or any of their respective Subsidiaries and (iii) do not require any Loan Party to obtain any Permit from, or make any filing with, any Governmental Authority or obtain any consent from, or notice to, any Person, other than (A) as has been obtained and made on or prior to the First Amendment Effective Date and which remains in full force and effect on the First Amendment Effective Date and (B) filings of (or relating to) the Loan Documents with the SEC pursuant to the Borrower's public disclosure obligations under applicable United States federal securities laws and/or the rules of any securities exchange on which the Borrower's securities are listed, except where the failure to obtain any such Permit, make any such filing or obtain any such consent could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (b) This First Amendment has been duly executed and delivered by or on behalf of the Borrower and acknowledged by each other Loan Party. (c) Each of this First Amendment and the Amended Credit Agreement is the legal, valid and binding obligation of the Borrower and is enforceable against the Borrower in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws affecting creditors' rights generally or by general equitable principles relating to enforceability. (d) No Default (other than the Specified Defaults) or Event of Default has occurred and is continuing on the First Amendment Effective Date or would occur after giving effect to this First Amendment. Without limiting the generality of the foregoing, the Borrower is in compliance with Section 5.1 of the Credit Agreement in respect of its Fiscal Quarter ended December 31, 2015. 6 (e) No action, claim or proceeding is now pending or, to the knowledge of any Loan Party, threatened against such Loan Party, at law, in equity or otherwise, before any court, board, commission, agency or instrumentality of any foreign, federal, state, or local government or of any agency or subdivision thereof, or before any arbitrator or panel of arbitrators, which (i) challenges any Loan Party's right or power to enter into or perform any of its obligations under this First Amendment, the Amended Credit Agreement or any other Loan Document to which it is or will be, a party, or the validity or enforceability of this First Amendment, the Amended Credit Agreement or any other Loan Document or any action taken thereunder, or (ii) has a reasonable risk of being determined adversely to such Loan Party and that, if so determined, could reasonably be expected to have a Material Adverse Effect. (f) The representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the First Amendment Effective Date (it being understood that (x) any representation or warranty that is qualified by materiality or Material Adverse Effect shall be required to be true and correct in all respects and (y) any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects (or all respects, as the case may be) as of such specified date). View More
Found in ALERE INC. contract
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Representation and Warranty. To induce the Administrative Agents and the Lenders to enter into this First Amendment, each Loan Party The Borrower hereby represents and warrants to the Administrative Agents Agent and the Lenders on and as of the First Amendment Effective Date (as defined below) that: as follows: (a) Authorization; Enforceability. The execution, delivery and performance by the Borrower and each Guarantor such Loan Party of this First Amendment Amendment, and the performance consummation of the Amended Credit ...Agreement, and transactions contemplated hereby taking place on or about the acknowledgment of this First Amendment by the other Loan Parties signatory hereto: (i) Effective Date, are within each such the Borrower's and Subsidiary Loan Party's corporate or similar powers and, at the time of execution thereof, and have been duly authorized by all necessary corporate and corporate, limited liability company or similar action, (ii) do not (A) contravene such Loan Party's Constituent Documents, (B) violate any Requirement of Law, (C) conflict with, contravene, constitute a default action and, if required, stockholder, member or breach under, any material Contractual Obligation of any Loan Party or any of their respective Subsidiaries, other than those which could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, or (D) result in the imposition of any Lien (other than a Permitted Lien) upon any property of any Loan Party or any of their respective Subsidiaries and (iii) do not require any Loan Party to obtain any Permit from, or make any filing with, any Governmental Authority or obtain any consent from, or notice to, any Person, other than (A) as has been obtained and made on or prior to the First Amendment Effective Date and which remains in full force and effect on the First Amendment Effective Date and (B) filings of (or relating to) the Loan Documents with the SEC pursuant to the Borrower's public disclosure obligations under applicable United States federal securities laws and/or the rules of any securities exchange on which the Borrower's securities are listed, except where the failure to obtain any such Permit, make any such filing or obtain any such consent could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (b) similar action. This First Amendment has been duly executed and delivered by or on behalf of the Borrower each Loan Party and acknowledged by each other Loan Party. (c) Each of this First Amendment and the Amended Credit Agreement is the constitutes a legal, valid and binding obligation of the Borrower and is or such Subsidiary Loan Party (as the case may be), enforceable against the Borrower it in accordance with its terms, except as may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer moratorium or other similar laws affecting creditors' rights generally or by and subject to general equitable principles relating to enforceability. (d) No Default (other than the Specified Defaults) or Event of Default has occurred and is continuing on the First Amendment Effective Date or would occur after giving effect to this First Amendment. Without limiting the generality equity, regardless of the foregoing, the Borrower is whether considered in compliance with Section 5.1 of the Credit Agreement in respect of its Fiscal Quarter ended December 31, 2015. 6 (e) No action, claim or a proceeding is now pending or, to the knowledge of any Loan Party, threatened against such Loan Party, at law, in equity or otherwise, before any court, board, commission, agency or instrumentality of any foreign, federal, state, or local government or of any agency or subdivision thereof, or before any arbitrator or panel of arbitrators, which (i) challenges any Loan Party's right or power to enter into or perform any of its obligations under at law. (b) Governmental Approvals; No Conflicts. The transactions contemplated by this First Amendment, the Amended Credit Agreement Amendment (a) do not require any consent or approval of, registration or filing with, or any other Loan Document to which it is action by, any Governmental Authority, (b) will not violate any applicable law or will be, a party, or the validity or enforceability of this First Amendment, the Amended Credit Agreement regulation or any other Loan Document order of any Governmental Authority, except for such violations that, individually or any action taken thereunder, or (ii) has a reasonable risk of being determined adversely to such Loan Party and that, if so determined, in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect. (f) Effect, (c) will not violate the charter, by-laws or other organizational documents of the Borrower or any of the Subsidiaries, (d) will not violate or result in a default under any indenture, agreement or other instrument evidencing or governing Indebtedness or any other material agreement binding upon the Borrower or any Subsidiary or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any Subsidiary, and (e) will not result in the creation or imposition of any Lien on any asset of the Borrower or any Subsidiary. (c) Representations and Warranties. The representations and warranties of the Loan Parties contained in the Credit Agreement and the other each Senior Loan Documents Document are true and correct in all material respects on and as of the First Amendment Effective Date (it being understood Date, after giving effect to the First Amendment and the consummation of the transactions contemplated by the First Amendment taking place on or about the First Amendment Effective Date, as though made on and as of such date (except to the extent any such representation or warranty expressly relates to an earlier date, in which case such representation and warranty shall have been true and correct in all material respects as of such earlier date); provided that (x) any representation or warranty that is qualified by materiality as to "materiality", "Material Adverse Effect" or Material Adverse Effect similar language shall be required to be true and correct in all respects on such respective dates. 4 (d) No Default. No Default or Event of Default exists or has occurred and (y) any representation or warranty which by its terms is made continuing on and as of a specified date shall be required the First Amendment Effective Date or, after giving effect to be true the First Amendment, would result from the First Amendment and correct in all material respects (or all respects, as the case may be) as of such specified date). transactions contemplated hereby. View More
Found in RITE AID CORP contract
Representation and Warranty. To induce the Administrative Agents and the Lenders to enter into this First Amendment, each Loan Party The Borrower hereby represents and warrants to the Administrative Agents Agent, each Lender and the Lenders on and Issuing Bank as of the First Amendment Effective Date (as defined below) that: as follows: (a) Authorization; Enforceability. The Borrower and each other Loan Party has the power and authority, and the legal right, to make, deliver and perform this First Amendment and, in the case... of the Borrower, to obtain extensions of credit under the Amended Credit Agreement. The Borrower and each other Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance by the Borrower and each Guarantor of this First Amendment and, in the case of the Borrower, to authorize the extensions of credit on the terms and the performance conditions of the Amended Credit Agreement, and Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the acknowledgment extensions of credit under the Amended Credit Agreement or with the execution, delivery, performance, validity or enforceability of this First Amendment by or the other Loan Parties signatory hereto: Amended Credit Agreement except (i) are within each such Loan Party's corporate or similar powers and, at the time of execution thereof, consents, authorizations, filings and notices have been duly authorized by all necessary corporate obtained or made and similar action, (ii) do not (A) contravene such Loan Party's Constituent Documents, (B) violate any Requirement of Law, (C) conflict with, contravene, constitute a default or breach under, any material Contractual Obligation of any Loan Party or any of their respective Subsidiaries, other than those which could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, or (D) result in the imposition of any Lien (other than a Permitted Lien) upon any property of any Loan Party or any of their respective Subsidiaries and (iii) do not require any Loan Party to obtain any Permit from, or make any filing with, any Governmental Authority or obtain any consent from, or notice to, any Person, other than (A) as has been obtained and made on or prior to the First Amendment Effective Date and which remains are in full force and effect on effect, and (ii) filings required under the Exchange Act in respect of the transactions contemplated by this First Amendment Effective Date and (B) filings of (or relating to) the Loan Documents with the SEC pursuant to the Borrower's public disclosure obligations under applicable United States federal securities laws and/or the rules of any securities exchange on which the Borrower's securities are listed, except where the failure to obtain any such Permit, make any such filing or obtain any such consent could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (b) Amendment. This First Amendment has been duly executed and delivered by or on behalf of the Borrower and acknowledged by each other Loan Party. (c) Party party hereto. Each of this First Amendment and the Amended 5 Credit Agreement is the constitutes a legal, valid and binding obligation of the Borrower and is each other Loan Party party hereto, enforceable against the Borrower each such other Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer moratorium or other similar laws affecting the enforcement of creditors' rights generally or and by general equitable principles relating to enforceability. (d) (whether enforcement is sought by proceedings in equity or at law). (b) No Default (other than the Specified Defaults) or Event Legal Bar. The execution, delivery and performance of Default has occurred and is continuing on the First Amendment Effective Date or would occur after giving effect to this First Amendment. Without limiting Agreement and the generality of the foregoing, the Borrower is in compliance with Section 5.1 of the Amended Credit Agreement in respect will not violate any Requirement of its Fiscal Quarter ended December 31, 2015. 6 (e) No action, claim Law, any Loan Party's organizational documents, or proceeding is now pending or, to the knowledge any material Contractual Obligation of any Loan Party, threatened against such Loan Party, at law, in equity or otherwise, before any court, board, commission, agency or instrumentality of any foreign, federal, state, or local government or of any agency or subdivision thereof, or before any arbitrator or panel of arbitrators, which (i) challenges any Loan Party's right or power to enter into or perform any of its obligations under this First Amendment, the Amended Credit Agreement or any other Loan Document to which it is or will be, a party, or the validity or enforceability of this First Amendment, the Amended Credit Agreement or any other Loan Document or any action taken thereunder, or (ii) has a reasonable risk of being determined adversely to such Loan Party and that, if so determined, could except for violations that would not reasonably be expected to have a Material Adverse Effect. (f) Effect, and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Loan Documents). (c) Representations and Warranties. The representations and warranties of the Loan Parties contained in the Credit Agreement and the other each Loan Documents Document are true and correct in all material respects on and as of the First Amendment Effective Date (it being understood Date, after giving effect to the First Amendment and the consummation of the transactions contemplated by the First Amendment taking place on or about the First Amendment Effective Date, as though made on and as of such date (except to the extent any such representation or warranty expressly relates to an earlier date, in which case such representation and warranty shall have been true and correct in all material respects as of such earlier date); provided that (x) any representation or warranty that is qualified by materiality as to "materiality", "Material Adverse Effect" or Material Adverse Effect similar language shall be required to be true and correct in all respects on such respective dates. (d) No Default. No Default or Event of Default exists on and (y) any representation or warranty which by its terms is made as of a specified date shall be required the First Amendment Effective Date or, after giving effect to be true the First Amendment, would result from this First Amendment and correct in all material respects (or all respects, as the case may be) as of such specified date). transactions contemplated hereby. View More
Found in Teradyne contract
Representation and Warranty. To induce the Administrative Agents and the Lenders to enter into this First Second Amendment, each Loan Party represents and warrants to the Administrative Agents and the Lenders on and as of the First Second Amendment Effective Date (as defined below) that: (a) The execution, delivery and performance by the Borrower and each Guarantor of this First Second Amendment and the performance of the Amended Credit Agreement, and the acknowledgment of this First Second Amendment by the other Loan Parti...es signatory hereto: (i) are within each such Loan Party's corporate or similar powers and, at the time of execution thereof, have been duly authorized by all necessary corporate and similar action, (ii) do not (A) contravene such Loan Party's Constituent Documents, (B) violate any Requirement of Law, (C) conflict with, contravene, constitute a default or breach under, any material Contractual Obligation of any Loan Party or any of their respective Subsidiaries, other than those which could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, or (D) result in the imposition of any Lien (other than a Permitted Lien) upon any property of any Loan Party or any of their respective Subsidiaries and (iii) do not require any Loan Party to obtain any Permit from, or make any filing with, any Governmental Authority or obtain any consent from, or notice to, any Person, other than (A) as has been obtained and made on or prior to the First Second Amendment Effective Date and which remains in full force and effect on the First Second Amendment Effective Date and (B) filings of (or relating to) the Loan Documents with the SEC pursuant to the Borrower's public disclosure obligations under applicable United States federal securities laws and/or the rules of any securities exchange on which the Borrower's securities are listed, except where the failure to obtain any such Permit, make any such filing or obtain any such consent could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (b) This First Second Amendment has been duly executed and delivered by or on behalf of the Borrower and acknowledged by each other Loan Party. (c) Each of this First Second Amendment and the Amended Credit Agreement is the legal, valid and binding obligation of the Borrower and is enforceable against the Borrower in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws affecting creditors' rights generally or by general equitable principles relating to enforceability. (d) No Default (other than the Specified Defaults) or Event of Default has occurred and is continuing on the First Second Amendment Effective Date or would occur after giving effect to this First Second Amendment. Without limiting the generality of the foregoing, the Borrower is in compliance with Section 5.1 of the Credit Agreement in respect of its Fiscal Quarter ended December 31, 2015. 6 June 30, 2016. 3 (e) No action, claim or proceeding is now pending or, to the knowledge of any Loan Party, threatened against such Loan Party, at law, in equity or otherwise, before any court, board, commission, agency or instrumentality of any foreign, federal, state, or local government or of any agency or subdivision thereof, or before any arbitrator or panel of arbitrators, which (i) challenges any Loan Party's right or power to enter into or perform any of its obligations under this First Second Amendment, the Amended Credit Agreement or any other Loan Document to which it is or will be, a party, or the validity or enforceability of this First Second Amendment, the Amended Credit Agreement or any other Loan Document or any action taken thereunder, or (ii) has a reasonable risk of being determined adversely to such Loan Party and that, if so determined, could reasonably be expected to have a Material Adverse Effect. (f) The representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the First Second Amendment Effective Date (it being understood that (x) any representation or warranty that is qualified by materiality or Material Adverse Effect shall be required to be true and correct in all respects and (y) any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects (or all respects, as the case may be) as of such specified date). View More
Found in ALERE INC. contract
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Representation and Warranty. Each party hereby represents and warrants to the other party as follows: 2.1.1 Such party is an individual or corporation duly organized, validly existing and in good standing under the laws of the state in which it is incorporated. 2.1.2 Such party (a) has the 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 performanc...e 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 ID4 Representations and Warranties. ID4 hereby represents and warrants to Company as follows: 2.2.1 ID4 (a) is the owner or exclusive licensee of the Licensed IP Rights and has the sole right to execute this Agreement on behalf of the other co-owner/inventors as evidenced by Schedule B, and has not granted to any Third Party any license or other interest in the Licensed IP Rights, (b) is not aware of any Third Party patent, patent application or other intellectual property rights that would be infringed (i) by practicing any process or method or by making, using or selling any composition which is claimed or disclosed in the Licensed Patent Rights or which constitutes Licensed Know-How Rights, or (ii) by making, using or selling Products, and (c) is not aware of any infringement or misappropriation by a Third Party of the Licensed IP Rights. View More
Found in GT Biopharma, Inc. contract
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Representation and Warranty. 2.1 Mutual Representations and Warranties. Each party hereby represents and warrants to the other party as follows: 2.1.1 Such party party, if an entity, is an individual or a corporation duly organized, validly existing and in good standing under the laws of the state in which it is incorporated. 2.1.2 Such party (a) has the corporate power and authority and the legal right to enter into this Agreement and to perform its obligations hereunder, and (b) has taken all necessary corporate 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 2.2 ID4 Lindstrom Representations and Warranties. ID4 Lindstrom hereby represents and warrants to Company Imprimis as follows: 2.2.1 ID4 Lindstrom (a) is the sole owner or exclusive licensee of the Licensed IP Rights and has the sole right to execute this Agreement on behalf of the other co-owner/inventors as evidenced by Schedule B, and Rights, (b) has not granted to any Third Party any license or other interest in the Licensed IP Rights, (b) (c) is not aware of any Third Party patent, patent application or other intellectual property rights that would be infringed (i) by practicing any process or method or by making, using or selling any composition which is claimed or disclosed in the Licensed Patent Rights or which constitutes Licensed Know-How Rights, or (ii) by making, using or selling Products, Product, and (c) (d) is not aware of any widespread or commercial scale infringement or misappropriation by a Third Party of the Licensed IP Rights. 2.3 Imprimis Representations and Warranties. Imprimis hereby represents and warrants to Lindstrom as follows: 2.3.1 All Product to be supplied or sold pursuant to this Agreement shall comply with all applicable Federal, State and local regulations, requirements and/or laws. 2.3.2 Imprimis has full power and authority to execute this Agreement and to perform its obligations hereunder. View More
Found in HARROW HEALTH, INC. contract
Representation and Warranty. Each party hereby represents and warrants to the other party as follows: 2.1.1 Such party is an individual individual, or is a corporation duly organized, validly existing and in good standing under the laws of the state in which it is incorporated. 2.1.2 Such party (a) has the 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 a...nd 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 ID4 Licensor Representations and Warranties. ID4 Licensor hereby represents and warrants to Company Oxis as follows: 2.2.1 ID4 Licensor (a) is the owner or exclusive licensee of the Licensed IP Rights and has the sole right to execute this Agreement on behalf of the other co-owner/inventors as evidenced by Schedule B, Agreement, and has not granted to any Third Party any license or other interest in the Licensed IP Rights, (b) is not aware of any Third Party patent, patent application or other intellectual property rights that would be infringed (i) by practicing any process or method or by making, using or selling any composition which is claimed or disclosed in the Licensed Patent Rights or which constitutes Licensed Know-How Rights, or (ii) by making, using or selling Products, and (c) is not aware of any infringement or misappropriation by a Third Party of the Licensed IP Rights. 4 Text marked [****] has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested for the omitted information. View More
Found in GT Biopharma, Inc. contract
Representation and Warranty. Each party hereby represents and warrants to the other party as follows: 2.1.1 Such party is an individual or a corporation duly organized, validly existing and in good standing under the laws of the state in which it is incorporated. 2.1.2 Such party (a) has the corporate power and authority and the legal right to enter into this Agreement and to perform its obligations hereunder, and (b) has taken all necessary corporate action on its part to authorize the execution and delivery of this Agreem...ent 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 ID4 Carna Representations and Warranties. ID4 Carna hereby represents and warrants to Company ProNAi as follows: 2.2.1 ID4 (a) is Carna solely owns the owner or exclusive licensee of the Licensed IP Rights patents and has the sole right to execute this Agreement patent applications set forth on behalf of the other co-owner/inventors as evidenced by Schedule B, Exhibit A, and has not granted to any Third Party any license or other interest in the Licensed IP Rights, Rights. There is no agreement, lien, encumbrance or other obligation that with the passage of time or other event would result in any ownership of any such patent or patent application reverting or being assigned to a Third Party. (b) is not Neither Carna nor its Affiliates are aware of any Third Party patent, patent application or other intellectual property rights that would be infringed (i) by practicing any process or method or by making, using or selling any composition which is claimed or disclosed in the Licensed Patent Rights or which constitutes Licensed Know-How Rights, or (ii) by making, using or selling Products, and Products. (c) is not Neither Carna nor its Affiliates are aware of any infringement or misappropriation by a Third Party of the Licensed IP Rights. (d) Carna has provided to ProNAi all data, results, analysis and conclusions in Carna's or its Affiliates' possession regarding the lead compound designated as AS-141 and the back-up compound [*]. View More
Found in Sierra Oncology, Inc. contract
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Representation and Warranty. Each Obligor hereby represents and warrants to the Lender Parties as of the date hereof as follows: (a) Such Obligor (i) is duly incorporated or formed and validly existing and in good standing under the law of its jurisdiction of incorporation or formation and (ii) is duly qualified and in good standing as a foreign company in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed except where, in each case, t...he failure to so qualify or be licensed and be in good standing could not reasonably be expected to have a Material Adverse Effect or which may affect the legality, validity, binding effect or enforceability of this Third Amendment or the Forbearance Agreement. (b) Such Obligor has the capacity and has taken all action, if applicable, and no consent of any person is required, for it to execute this Third Amendment and to comply with its obligations hereunder. This Third Amendment has been duly executed and delivered on behalf of each Obligor. (c) This Third Amendment constitutes the legal, valid and binding obligations of each Obligor enforceable against it in accordance with their respective terms, subject to any relevant insolvency laws affecting creditors' rights generally. (d) The execution of this Third Amendment by each Obligor and compliance by each Obligor herewith will not result in a contravention of (i) any law or regulation, (ii) the constitutional documents of any Obligor or (iii) any contractual or other obligation or restriction which is binding on any Obligor or any of its assets. (e) Other than the Specified Defaults, no Potential Event of Default or Event of Default has occurred and is continuing as of the date hereof. View More
Found in Eagle Bulk Shipping Inc. contract
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Representation and Warranty. Each Obligor hereby represents and warrants to the Lender Parties as of the date hereof as follows: (a) Such Obligor (i) is duly incorporated or formed and validly existing and in good standing under the law of its jurisdiction of incorporation or formation and (ii) is duly qualified and in good standing as a foreign company in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed except where, in each case, t...he failure to so qualify or be licensed and be in good standing could not reasonably be expected to have a Material Adverse Effect or which may affect the legality, validity, binding effect or enforceability of this Third Amendment or the Forbearance Agreement. (b) Such Obligor has the capacity and has taken all action, if applicable, and no consent of any person is required, for it to execute this Third Amendment Forbearance Agreement and to comply with its obligations hereunder. This Third Amendment Forbearance Agreement has been duly executed and delivered on behalf of each Obligor. (c) This Third Amendment Forbearance Agreement constitutes the legal, valid and binding obligations of each Obligor enforceable against it in accordance with their respective terms, subject to any relevant insolvency laws affecting creditors' rights generally. (d) The execution of this Third Amendment Forbearance Agreement by each Obligor and compliance by each Obligor herewith will not result in a contravention of (i) any law or regulation, (ii) the constitutional documents of any Obligor or (iii) any contractual or other obligation or restriction which is binding on any Obligor or any of its assets. (e) Other than the Specified Defaults, no Potential Event of Default or Event of Default has occurred and is continuing as of the date hereof. View More
Found in Eagle Bulk Shipping Inc. contract
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