Representations and Warranties of Dermion Clause Samples

Representations and Warranties of Dermion. Dermion hereby represents and warrants to IOMED as follows: (a) Dermion is a corporation duly organized, validly existing and in good standing under the law of the State of Delaware. (b) Dermion has full corporate power and authority to enter into this Agreement and the License Agreement, and to carry out the transactions contemplated hereby and thereby. The Board of Directors of Dermion has taken all action required to authorize the execution, delivery and performance of this Agreement and the License Agreement and the consummation of the transactions contemplated hereby and thereby. This Agreement and the License Agreement each has been duly and validly authorized, executed and delivered by Dermion, and each constitutes a valid and binding obligation of Dermion enforceable against it in accordance with its terms. (c) The execution, delivery and performance by Dermion of this Agreement and the License Agreement do not and will not (i) violate or breach the certificate of incorporation or bylaws of Dermion, (ii) violate or conflict with any applicable law, (iii) violate, breach, cause a default under or otherwise give rise to a right of termination, cancellation or acceleration with respect to (presently, with the giving of notice or the passage of time) any material agreement, contract or instrument to which Dermion is a party or by which any of its assets is bound, or (iv) result in the creation or imposition of any lien, pledge, mortgage, claim, charge or encumbrance upon any assets of Dermion. (d) No consent, authorization, license, permit, registration or approval of, or exemption or other action by, any governmental authority or other person is required in connection with Dermion's execution and delivery of this Agreement or the License Agreement or with the performance by Dermion of its obligations hereunder of thereunder, except in each case for any consent, authorization, license, permit, registration or approval as have been obtained and remain in full force and effect.
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Representations and Warranties of Dermion. Dermion hereby represents and warrants to IOMED as follows:
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Representations and Warranties of Dermion. Dermion represents and warrants to Novartis that the statements contained in this paragraph 7 are correct and complete as of the date of this Agreement. (a) Dermion is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Dermion is duly licensed or qualified to do business and is in good standing under the laws of each state in which Dermion is required to be so licensed or qualified, except where the lack of such qualification would not have a material adverse effect on the financial condition of Dermion. Dermion has the corporate power and authority to own or lease its properties, rights and assets and to conduct its business as now conducted or presently proposed to be conducted. (b) Dermion has full corporate power and authority to enter into this Agreement and the Amendment, and to carry out the transactions contemplated hereby and thereby. All corporate action on the part of Dermion necessary to authorized the execution, delivery and performance by Dermion of this Agreement and the Amendment, and the consummation of the transactions contemplated hereby and thereby, has been taken. This Agreement has, and the Amendment when executed and delivered in accordance with this Agreement will have been, duly and validly authorized, executed and delivered by Dermion, and each constitutes a valid and binding obligation of Dermion, enforceable against Dermion in accordance with its respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or effecting creditors rights and to general equitable principals. (c) The authorized capital stock of Dermion consists of 4 million shares of common stock, of which 1 million are issued and outstanding, 800,000 of which are owned of record by Iomed and 200,000 of which are owned or record by Novartis, and 1 million shares of preferred stock, none of which are issued and outstanding. Upon the consummation of the transactions contemplated by this Agreement, 1 million shares of common stock will be issued and outstanding, all of which will be owned of record by Iomed. All such issued and outstanding common shares have been duly and validly authorized and issued, are fully paid and non-assessable. (d) Assuming the execution and delivery of this Agreement by all of the Parties, and its enforceability against Iomed and Novartis, the execution, delivery and performance by Dermion of this Agreement, the R...
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Related to Representations and Warranties of Dermion

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

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