Common use of Representation and Covenants Clause in Contracts

Representation and Covenants. a. MSSM hereby represents, warrants, and covenants to AMICUS that it is a corporation duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation or formation; a. AMICUS hereby represents, warrants and covenants to the other party hereto that it is a corporation duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation or formation; b. Each of MSSM and AMICUS hereby represents, warrants and covenants to the other party hereto as follows: i) the execution, delivery and performance of this Agreement by such party has been duly authorized by all requisite corporate action; ii) it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; iii) the execution, delivery and performance by such party of this Agreement and its compliance with the terms and provisions hereof is not prohibited and does not and will result in a breach of any of the terms and provisions of, or constitute a default under, (i) a loan agreement, guaranty, financing agreement, agreement affecting a product, or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; iv) the execution, delivery and performance of this Agreement by such party does not require the consent, approval, or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority, and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such party; v) this Agreement has been duly authorized, executed and delivered and constitutes such party's legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles; and vi) it shall comply with all applicable material laws and regulations relating to its activities under this Agreement. [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. vii) Each party represents that performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by a party prior to the execution of this Agreement. c. Except as otherwise expressly provided herein, MSSM hereby represents, warrants and covenants to AMICUS that: i) MSSM has the full right, power and authority to grant all of the right, title and interest in the License; and ii) there are no judgments or settlements against or owed by MSSM, or any pending or threatened claims or litigation relating to MSSM's interest in the Patent Rights; and iii) MSSM has not granted to any other party any rights that would conflict with the rights granted in this Agreement.

Representation and Covenants. a. MSSM hereby represents, warrants, and covenants to AMICUS the MAGNA hereto that it is a corporation duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation or formation; a. AMICUS b. MAGNA hereby represents, warrants and covenants to the other party hereto that it is a corporation duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation or formation; b. c. Each of MSSM and AMICUS MAGNA hereby represents, warrants and covenants to the other party hereto as follows: i) the execution, delivery and performance of this Agreement by such party has been duly authorized by all requisite corporate action; ii) it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; iii) the execution, delivery and performance by such party of this Agreement and its compliance with the terms and provisions hereof is not prohibited and does not and will result in a breach of any of the terms and provisions of, or constitute a default under, (i) a loan agreement, guaranty, financing agreement, agreement affecting a product, or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; iv) the execution, delivery and performance of this Agreement by such party does not require the consent, approval, or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority, and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such party; v) this Agreement has been duly authorized, executed and delivered and constitutes such party's legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles; and vi) it shall comply with all applicable material laws and regulations relating to its activities under this Agreement. [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. vii) Each party represents that performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by a party prior to the execution of this Agreement. c. d. Except as otherwise expressly provided herein, MSSM hereby represents, warrants and covenants to AMICUS MAGNA that, to the best of its knowledge and belief: i) MSSM has the full right, power and authority to grant all of the right, title and interest in the License; and ii) there are no judgments or settlements against or owed by MSSM, or any pending or threatened claims or litigation relating to MSSM's interest in the Patent Rights; and iii) MSSM has not granted to any other party any rights that would conflict with the rights granted in this Agreement.

Representation and Covenants. a. MSSM hereby represents, warrants, and covenants to AMICUS that it is a corporation duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation or formation; a. AMICUS hereby represents, warrants and covenants to the other party Linguagen hereto that it is a corporation duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation or formation; b. Linguagen hereby represents, warrants and covenants to MSSM that it is a corporation duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation or formation; c. Each of MSSM and AMICUS Linguagen hereby represents, warrants and covenants to the other party hereto as follows: (i) the execution, delivery and performance of this Agreement by such party has been duly authorized by all requisite corporate action; (ii) it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (iii) the execution, delivery and performance by such party of this Agreement and its compliance with the terms and provisions hereof is not prohibited and does not and will not result in a breach of any of the terms and provisions of, or constitute a default under, (i) a loan agreement, guaranty, financing agreement, agreement affecting a product, or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (iv) the execution, delivery and performance of this Agreement by such party does not require the consent, approval, or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority, and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such party; (v) this Agreement has been duly authorized, executed and delivered and constitutes such party's ’s legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' ’ rights and to the availability of particular remedies under general equity principles; and (vi) it shall comply with all applicable material laws and regulations relating to its activities under this Agreement. [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (vii) Each party represents that performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by a party prior to the execution of this Agreement. c. d. Linguagen represents and warrants to MSSM that: (i) the shares of capital stock of Linguagen are duly authorized, validly issued, fully paid and non-assessable; and (ii) upon their issuance under Section 4.b hereof, such shares of capital stock of Linguagen shall be duly authorized, validly issued, fully paid and non-assessable. e. Except as otherwise expressly provided herein, MSSM hereby represents, warrants and covenants to AMICUS Linguagen that, to the best of its knowledge and belief: (i) MSSM has the full right, power and authority to grant all of the right, title and interest in the License; and; (ii) there are no judgments or settlements against or owed by MSSM, or any pending or threatened claims or litigation relating to MSSM's ’s interest in the Patent Rights; (iii) it is acquiring Linguagen’s capital stock for its own account and not with the view to the distribution thereof; and iii(iv) MSSM has not granted to any other party any rights that would conflict with is an “accredited investor” as such term is defined in the rights granted in this AgreementSecurities Act of 1933, as amended and the rules and regulations promulgated thereunder.

Representation and Covenants. a. MSSM hereby represents, warrants, and covenants to AMICUS that it is a corporation duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation or formation; a. AMICUS hereby represents, warrants and covenants to the other party PHMD hereto that it is a corporation duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation or formation; b. PHMD hereby represents, warrants and covenants to MSSM that it is a corporation duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation or formation; c. Each of MSSM and AMICUS PHMD hereby represents, warrants and covenants to the other party hereto as follows: (i) the execution, delivery and performance of this Agreement by such party has been duly authorized by all requisite corporate action; (ii) it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (iii) the execution, delivery and performance by such party of this Agreement and its compliance with the terms and provisions hereof is not prohibited and does not and will result in a breach of any of the terms and provisions of, or constitute a default under, (i) a loan agreement, guaranty, financing agreement, agreement affecting a product, or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (iv) the execution, delivery and performance of this Agreement by such party does not require the consent, approval, or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority, and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such party; (v) this Agreement has been duly authorized, executed and delivered and constitutes such party's legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles; and (vi) it shall comply with all applicable material laws and regulations relating to its activities under this Agreement. [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (vii) Each party represents that performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by a party prior to the execution of this Agreement. c. d. Except as otherwise expressly provided herein, MSSM hereby represents, warrants and covenants to AMICUS PHMD that: (i) MSSM has the full right, power and authority to grant all of the right, title and interest in the License; and (ii) there are no judgments or settlements against or owed by MSSM, or any pending or threatened claims or litigation relating to MSSM's interest in the Patent Rights; and iii) MSSM has not granted to any other party any rights that would conflict with the rights granted in this Agreement.

Representation and Covenants. a. MSSM hereby represents, warrants, and covenants to AMICUS COMPANY that it It is a corporation duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation or formation; a. AMICUS b. COMPANY hereby represents, warrants and covenants to the other party hereto that it is a corporation duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation or formation; b. c. Each of MSSM and AMICUS COMPANY hereby represents, warrants and covenants to the other party hereto as follows: i) i. the execution, delivery and performance of this Agreement by such party has been duly authorized by all requisite corporate action; ii) . it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; iii) . the execution, delivery and performance by such party of this Agreement and its compliance with the terms and provisions hereof is not prohibited and does not and will result in a breach of any of the terms and provisions of, or constitute a default under, (i) a loan agreement, guaranty, financing agreement, agreement affecting a product, or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; iv) . the execution, delivery and performance of this Agreement by such party does not require the consent, approval, or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority, and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such party; v) v. this Agreement has been duly authorized, executed and delivered and constitutes such party's legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles; and vi) . it shall comply with all applicable material laws and regulations relating to its activities under this Agreement. [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. vii) . Each party represents that performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by a party prior to the execution of this Agreement. c. d. Except as otherwise expressly provided herein, MSSM hereby represents, warrants and covenants to AMICUS COMPANY that: i) i. MSSM has the full right, power and authority to grant all of the right, title and interest in the License; and ii) there . There are no judgments or settlements against or owed by MSSM, or any pending or threatened claims or litigation relating to MSSM's interest in the Patent Rights; and iii) . MSSM has not granted to any other party any rights that would conflict with the rights granted in this Agreement.