Representations and Warranties of Opus Sample Clauses

Representations and Warranties of Opus. Opus hereby represents and warrants to KF that the following are true and correct as of the date hereof and will be true and correct as of the Closing Date, if any, hereunder: (a) Opus is, and will be, the sole legal and beneficial holder of the Indebtedness and has not, and will not have, sold, transferred, assigned, conveyed, pledged or hypothecated any of the Indebtedness, or any interest therein, directly or indirectly, to any person. (b) This Agreement constitutes, and will constitute, the legal, valid and binding obligation of Opus, enforceable against Opus in accordance with its terms. (c) The execution, delivery and performance of this Agreement by Opus are not, and will not be, in violation of any indenture, agreement or undertaking to which Opus is a party or by which Opus or any of the Indebtedness is bound or affected. (d) Schedule A truly and accurately describes all Debt of KF or any subsidiary of KF to Opus or any of Opus's affiliates as of the date of this Agreement, including without limitation the principal amount, the rate of interest, the maturity date, payment requirements, other fees and charges that may become payable, and other material terms of such indebtedness. Except as set forth in Schedule A, neither KF nor any subsidiary of KF has any Debt to Opus or any affiliate of Opus, whether absolute or contingent, liquidated or unliquidated, or matured or unmatured.

Representations and Warranties of Opus. Opus represents and warrants to the Funding Parties, as of the Effective Date, that: (a) it has and will have the full right, power, and authority to grant all of the licenses and rights granted to the Funding Parties under this Agreement; (b) except as disclosed by Opus in Section 8.2(m) (Representations and Warranties of Opus), it has the requisite personnel, know-how and expertise to perform its obligations hereunder; (i) except for the Penn Know-How, to which it is a non-exclusive licensee, it is the sole and exclusive owner or exclusive licensee of all RDH12 Technology, free and clear of all mortgages, pledges, liens, charges, encumbrances, or claims of any kind, including claims by any Governmental Entity or academic or non-profit institution, and (ii) with the exception of the Penn License Agreement, the RDH12 Technology is not subject to any other Third Party agreements or existing royalty or other payment obligations to any Third Party; (d) with the exception of the Penn License Agreement and except as disclosed in Section 8.2(m) (Representations and Warranties of Opus), Opus is not a party to any agreement with a Third Party under which Opus has obligations to such Third Party with respect to (i) the grant of a license to the Funding Parties under any RDH12 Technology or (ii) the Funding Parties’ practice thereunder or Exploitation of Licensed Products; (e) except as disclosed in Section 8.2(m) (Representations and Warranties of Opus), the RDH12 Technology constitutes all of the Patents and Know-How owned by or licensed to Opus or its Affiliates that are necessary or useful to Manufacture and Develop Licensed Products; (f) Schedule 1.69 (Licensed Patents) sets forth a complete and accurate list of all Licensed Patents issued or pending; (g) there is not, nor has been, any action, suit, inquiry, investigation, or other proceeding threatened in writing, pending, or ongoing by any Third Party that challenges or threatens the ownership, scope, duration, validity, enforceability, priority, or right to use of any of the RDH12 Technology; (h) to the knowledge of Opus, the use of the RDH12 Technology in the performance of the activities of each Party under this Agreement does not infringe, misappropriate, or otherwise violate any intellectual property right owned or controlled by any Third Party; (i) there is not, nor has been, any action, suit, inquiry, investigation, or other proceeding threatened in writing, pending, or ongoing by any Third Party (and...

Representations and Warranties of Opus. Subject to Section 5.01, Opus hereby represents and warrants to CFC and Cascade Bank as follows:

Representations and Warranties of Opus. Opus hereby represents and warrants to the Company as follows: