Representations and Warranties of AstraZeneca Clause Samples

The "Representations and Warranties of AstraZeneca" clause sets out the specific statements and assurances that AstraZeneca makes regarding its authority, capacity, and the accuracy of information provided in the agreement. Typically, this clause covers matters such as AstraZeneca’s legal standing, ownership of intellectual property, compliance with laws, and absence of undisclosed liabilities. By clearly outlining these representations and warranties, the clause allocates risk between the parties and provides a basis for remedies if any statements are later found to be untrue, thereby ensuring trust and transparency in the transaction.
Representations and Warranties of AstraZeneca. AstraZeneca represents and warrants to Horizon as follows, with each such representation and warranty subject to such exceptions, if any, as are set forth in the Disclosure Schedules. Disclosures in any section or paragraph of the Disclosure Schedules shall address only the corresponding section or paragraph of this Agreement, except to the extent that it is reasonably apparent from the face of such disclosure that such disclosure is applicable to other sections or paragraphs of this Agreement.
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Representations and Warranties of AstraZeneca. AstraZeneca represents and warrants to Aevi that as of the Amendment Effective Date: (a) AstraZeneca Controls the Cell Line and (***) Know-How and is entitled to grant the (***) Sublicense; (b) MedImmune's right, title and interest in and to the Cell Line and the (***) Know-How includes the right to sublicense the rights of MedImmune received from (***) in the Cell Line and (***) Know-How to Develop, have Developed, Manufacture, have Manufactured, Commercialize and have Commercialized the Molecule and Products in the Field in the Territory; and (c) AstraZeneca has not previously assigned, transferred, conveyed or otherwise encumbered its right, title and interest in the Cell Line or (***) Know-How in a manner that conflicts with any rights granted to Aevi under the Agreement, and AstraZeneca is under no obligation to make any such transfers, conveyances or encumbrances.
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Representations and Warranties of AstraZeneca. AstraZeneca represents and warrants to Abraxis as follows: a) AstraZeneca has the power and authority and the legal right to enter into this Termination Agreement; b) AstraZeneca has taken all necessary action on its part to authorize the execution and delivery of this Termination Agreement and the performance of its obligations hereunder; and c) This Termination Agreement has been duly executed and delivered on behalf of AstraZeneca and constitutes a legal, valid, binding obligation, enforceable against AstraZeneca in accordance with its terms.
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Representations and Warranties of AstraZeneca. AstraZeneca hereby represents and warrants to Fusion, as of the Effective Date, that: 9.5.1. AstraZeneca or an Affiliate of AstraZeneca is the owner of, or otherwise has the right to grant all rights and licenses AstraZeneca purports to grant to Fusion with respect to the AstraZeneca Background IP under this Agreement; and 9.5.2. Neither AstraZeneca nor any of its Affiliates has previously entered into any agreement, whether written or oral, with respect to, or otherwise assigned, transferred, licensed, conveyed or otherwise encumbered its right, title or interest in or to, the AstraZeneca Background IP (including by granting any covenant not to ▇▇▇ with respect thereto) in such a way as to make the representation set forth in Section 9.5.1 not true, and it will not enter into any such agreements or grant any such right, title or interest to any Person that is inconsistent with the rights and licenses granted to Fusion under this Agreement. 9.5.3. to AstraZeneca’s Knowledge, neither AstraZeneca nor any of its Affiliates has received any written claim alleging, and do not have Knowledge of any fact or circumstance indicating, that any of the AstraZeneca Patents are invalid or unenforceable; 9.5.4. to AstraZeneca’s Knowledge, neither AstraZeneca nor any of its Affiliates has received any written claim alleging, and do not have Knowledge of any fact or circumstance indicating, that performance of any of AstraZeneca’s obligations under this Agreement relating to the AstraZeneca Pipeline would infringe any intellectual property rights of a Third Party; 9.5.5. to AstraZeneca’s Knowledge, all individuals who are current or former officers, employees, agents, advisors, consultants, contractors or other representatives of AstraZeneca or any of its Affiliates who are inventors of or have otherwise contributed in a material manner to the creation or development of any AstraZeneca Background IP have executed and delivered to AstraZeneca or the applicable Affiliate a valid and enforceable assignment thereof.
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Representations and Warranties of AstraZeneca. AstraZeneca hereby represents and warrants as of the date hereof and as of the Closing to Conduit that:
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Representations and Warranties of AstraZeneca. ASTRAZENECA represents and warrants to TMC as follows: a) as of the License Agreement Effective Date it is the sole and exclusive owner of the ASTRAZENECA Patent Rights and ASTRAZENECA Trademark; all of which is free and clear of any liens, charges and encumbrances; and b) as of the License Agreement Effective Date ASTRAZENECA has not previously assigned, transferred, licensed, conveyed or otherwise encumbered its right, title and interest in the ASTRAZENECA Patent Rights or the ASTRAZENECA Trademark; and c) as of the License Agreement Effective Date and to the best of ASTRAZENECA’s knowledge, no Person other than ASTRAZENECA or any of its Affiliates, has or shall have any claim of ownership with respect to ASTRAZENECA Patent Rights or the ASTRAZENECA Trademark; and d) as of the License Agreement Effective Date and to the best of ASTRAZENECA’s knowledge, the manufacture, use and sale of the Compound does not infringe upon any intellectual property rights of any Third Party, although it is expressly acknowledged by TMC that ASTRAZENECA has made no particular searches or investigations to determinate whether such infringement occurs; and
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Representations and Warranties of AstraZeneca. AstraZeneca represents and warrants that it has the legal right, authority and power to enter into this Agreement and meet the obligations set forth herein.
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Representations and Warranties of AstraZeneca. ASTRAZENECA represents and warrants to TMC as follows:
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Representations and Warranties of AstraZeneca. AstraZeneca hereby represents and warrants to Cellectis that the statements set forth in Schedule 2 (Investor Warranties) of the Subsequent Investment Agreement are true and correct as at the date hereof (except to the extent any such representation or warranty is made as of another date, in which case it shall be so true and correct as of such other date), subject to the terms of such agreements, it being specifically agreed that AstraZeneca shall not be liable for any breach or any inaccuracy of any such statements in the event the Closing does not occur except if the Closing could not occur as a result of such breach.
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Related to Representations and Warranties of AstraZeneca

  • REPRESENTATIONS AND WARRANTIES OF ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ represents and warrants to the Company as follows:

  • Representations and Warranties of Licensee Licensee represents and warrants to Licensor as follows:

  • Representations and Warranties of ▇▇▇▇▇▇ In connection with the Awarded Common Shares, ▇▇▇▇▇▇ makes the following representations and warranties to the Company: (i) ▇▇▇▇▇▇ has sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in the acquisition of the Awarded Common Shares and to make an informed investment decision with respect thereto. ▇▇▇▇▇▇ can afford the complete loss of the value of the Awarded Common Shares and is able to bear the economic risk of holding the Awarded Common Shares for an indefinite period. (ii) ▇▇▇▇▇▇ is acquiring these securities for investment for ▇▇▇▇▇▇’▇ own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) or under any applicable provision of state law. ▇▇▇▇▇▇ does not have any present intention to transfer the Awarded Common Shares to any third party. (iii) ▇▇▇▇▇▇ understands that the Awarded Common Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of ▇▇▇▇▇▇’▇ investment intent as expressed herein. (iv) ▇▇▇▇▇▇ further acknowledges and understands that the Awarded Common Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. ▇▇▇▇▇▇ further acknowledges and understands that the Company is under no obligation to register the Awarded Common Shares. ▇▇▇▇▇▇ understands that the certificate(s) evidencing the Awarded Common Shares will be imprinted with a legend which prohibits the transfer thereof unless they are registered or such registration is not required in the opinion of counsel for the Company. (v) ▇▇▇▇▇▇ is familiar with the provisions of Rules 144 promulgated under the Securities Act, which, in substance, permits limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer of the securities (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. ▇▇▇▇▇▇ understands that the Company provides no assurances as to whether ▇▇▇▇▇▇ will be able to resell any or all of such Awarded Common Shares, pursuant to Rule 144, which rules requires, among other things, that the Company be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that resales of securities take place only after the holder has held the Awarded Common Shares for certain specified time periods, and under certain circumstances, that resales of securities be limited in volume and take place only pursuant to brokered transactions.

  • Representations and Warranties of ▇▇▇▇▇ ▇▇▇▇▇ hereby represents and warrants to Amylin as of the Effective Date that:

  • Representations and Warranties of ALPS ALPS represents and warrants to the Trust that: (a) It is duly organized and existing as a corporation and in good standing under the laws of the State of Colorado. (b) It is empowered under applicable laws and by its Articles of Incorporation and By-laws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards.