Representations and Warranties of Depomed Sample Clauses

The 'Representations and Warranties of Depomed' clause sets out specific statements and assurances made by Depomed regarding its legal status, authority, and the accuracy of information provided in the agreement. Typically, this clause covers matters such as Depomed's corporate existence, its power to enter into the contract, compliance with laws, and the absence of undisclosed liabilities or litigation. By including these representations and warranties, the clause provides the other party with confidence in Depomed's ability to fulfill its obligations and helps allocate risk by allowing remedies if any statements prove to be false or misleading.
Representations and Warranties of Depomed. Depomed hereby represents and warrants to Santarus as of the date hereof as follows:
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Representations and Warranties of Depomed. Depomed hereby represents and warrants to King as of the date hereof as follows:
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Representations and Warranties of Depomed. Depomed hereby represents and warrants to Collegium as follows:
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Representations and Warranties of Depomed. Depomed hereby represents and warrants to ▇▇▇▇▇▇ as of the date hereof as follows:
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Representations and Warranties of Depomed. Depomed expressly warrants and represents to Esprit that: (a) to its knowledge, it has full right, title, and interest in and to or the right to practice all presently existing Patent Rights and Know-How relating to the Licensed Product or the GR System; that there are no outstanding written or oral agreements inconsistent with this Agreement; that it has all necessary corporate power and authority to enter into this Agreement and grant the license provided herein without burdens, encumbrances, restraints, or limitations of any kind which could adversely affect the rights of Esprit under this Agreement; that, as of the Effective Date, it has all necessary corporate power and authority to grant the right of first refusal granted to Esprit under Article 13; and that, as of the Effective Date, there are no written or oral agreements inconsistent with the right of first refusal granted to Esprit under Article 13. (b) it is presently aware of no patents or patent applications owned by a Third Party and not licensed to Depomed which would be infringed by the practice of the presently existing Patent Rights or Know-How related to the Licensed Product or the GR System nor has Depomed received, or is aware of, any claims by Third Parties, either asserted or unasserted, with respect to such matters. (c) As of the Effective Date, Depomed is not conducting any research or development with respect to any product or product candidate containing the Active Ingredient, other than the Licensed Product.
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Related to Representations and Warranties of Depomed

  • Representations and Warranties of Developer Developer represents and warrants to the City as follows:

  • Representations and Warranties of Depositor The Depositor hereby represents and warrants for the benefit of the Holders that: (a) the Depositor is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (b) the Depositor has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.

  • Representations and Warranties of Depositors Each person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares and the certificates therefor are duly authorized, validly issued, fully paid, non-assessable and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Shares have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to do, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and (v) the Shares presented for deposit are not, and the ADSs issuable upon such deposit will not be, Restricted Securities (except as contemplated in Section 2.14 of the Deposit Agreement), and (vi) the Shares presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs in respect thereof and the transfer of such ADSs. If any such representations or warranties are false in any way, the Company and the Depositary shall be authorized, at the cost and expense of the person depositing Shares, to take any and all actions necessary to correct the consequences thereof.

  • REPRESENTATIONS AND WARRANTIES OF DEBTOR Debtor represents, warrants and acknowledges that Secured Party is relying thereupon and so long as this Agreement remains in effect shall be deemed to continuously represent and warrant that: (1) The Collateral is or will be when Collateral is acquired genuine and beneficially owned by Debtor free of all security interests, mortgages, liens, claims, charges, taxes, assessments or other encumbrances, pledges (hereinafter collectively called ‘encumbrances’), except for those Security Interests set out in Schedule ‘B’ hereof; (2) Each account, chattel paper and instrument constituting Collateral is enforceable in accordance with its terms against the party obligated to pay the same (the ‘account debtor’), and the amount represented by Debtor to Secured Party from time to time as owing by each account debtor or by all account debtors will be the correct amount actually and unconditionally owing by such debtor or account debtors, except for normal cash discounts where applicable; (3) The locations specified in Schedule ‘A’ as to business operations and records of Debtor are accurate and complete and, with respect to goods (including inventory) constituting Collateral, the locations specified in Schedule ‘A’ are accurate and complete save for goods in transit to such locations and all fixtures or goods about to become fixtures which form part of the Collateral will be situate at one of such locations; (4) The Debtor has, or will have when Collateral is acquired, the capacity, authority and the right to create mortgages and charges of, and grant a security interest in the Collateral in favour of the Secured Party and generally perform its obligation under this Agreement; (5) This Agreement has been duly and properly authorized by all necessary action and constitutes a legal, valid and binding obligation of the Debtor; and (6) The Collateral does not include any goods which are used or acquired by the Debtor for use primarily for personal, family or household purposes.

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