Representations and Warranties of PPD Sample Clauses

The 'Representations and Warranties of PPD' clause sets out specific statements and assurances made by PPD regarding its authority, capacity, and the accuracy of information provided in the agreement. Typically, this clause will confirm that PPD is duly organized, has the legal right to enter into the contract, and that all disclosures or documents it has provided are true and complete. Its core practical function is to allocate risk by ensuring that the other party can rely on PPD’s statements, and to provide a basis for remedies if any of these representations prove to be false or misleading.
Representations and Warranties of PPD. PPD hereby represents and warrants to TSD that as of the Effective Date that: (a) To PPD’s knowledge PPD has the right and authority to make the assignments and to grant the rights and licenses specified in Article 3 to TSD in all material respects; (b) PPD’s interest in Intellectual Property arising under the Collaboration Agreement are free and clear of any lien, encumbrance, security interest or restriction; (c) PPD has not granted any right, license or interest in, to or under the Intellectual Property inconsistent with the assignment and license rights granted to TSD under Article 3; (d) PPD has no knowledge of any actions, suits, investigations, claims or proceedings pending or threatened relating to the Intellectual Property; (e) To PPD’s knowledge, PPD has conducted research, development and other activities under the Collaboration Agreement in compliance with all applicable laws, regulations, standards, and guidelines in force in the United States, including, but not limited to, the GCP, GLP, and GMP; (f) PPD has disclosed to TSD all material Information regarding the Products in PPD’s possession, including, but not limited to, all safety data and information;
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Representations and Warranties of PPD. PPD makes the following warranties and representations, each of which shall be deemed a separate covenant to the Corporation and shall survive the execution and delivery of this Agreement:
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Representations and Warranties of PPD. PPD hereby represents and warrants to the Company that as of the date hereof and the Closing:
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Representations and Warranties of PPD. PPD hereby represents and warrants to TSD that as of the Effective Date that: (a) To PPD’s knowledge PPD has the right and authority to make the assignments and to grant the rights and licenses specified in Article 3 to TSD in all material respects; (b) PPD’s interest in Intellectual Property arising under the Collaboration Agreement are free and clear of any lien, encumbrance, security interest or restriction; (c) PPD has not granted any right, license or interest in, to or under the Intellectual Property inconsistent with the assignment and license rights granted to TSD under Article 3; (d) PPD has no knowledge of any actions, suits, investigations, claims or proceedings pending or threatened relating to the Intellectual Property; (e) To PPD’s knowledge, PPD has conducted research, development and other activities under the Collaboration Agreement in compliance with all applicable laws, regulations, standards, and guidelines in force in the United States, including, but not limited to, the GCP, GLP, and GMP; (f) PPD has disclosed to TSD all material Information regarding the Products in PPD’s possession, including, but not limited to, all safety data and information; (g) DISCLAIMER OF PPD IMPLIED WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN THIS ARTICLE, PPD MAKES NO REPRESENTATION OR WARRANTY THAT THE USE OF INTELLECTUAL PROPERTY WILL NOT VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY PERSON. PPD SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED OR STATUTORY WARRANTIES INCLUDING WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE LIKELIHOOD OF SUCCESS OF PRODUCT AFTER THE EFFECTIVE DATE, PROVIDED HOWEVER, THAT NOTHING IN THIS SECTION 9.2(g) SHALL BE CONSTRUED AS LIMITING PPD’S OBLIGATION TO DISCLOSE INFORMATION PURSUANT TO SECTION 2.3 AND 3.3 HEREUNDER TO TSD.
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Related to Representations and Warranties of PPD

  • Representations and Warranties of ▇▇▇▇ ▇▇▇▇ hereby represents and warrants to the Seller and the Servicer as of the Initial Closing Date and each Subsequent Closing Date:

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

  • 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ represents and warrants to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF PUBCO As of the Closing, Pubco represents and warrants to Priveco and the Selling Shareholders and acknowledges that Priveco and the Selling Shareholders are relying upon such representations and warranties in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of Priveco or the Selling Shareholders, as follows: