Representations and Warranties of ▇▇▇▇▇ Clause Samples

Representations and Warranties of ▇▇▇▇▇. ▇▇▇▇▇ represents and ---------------------------------------- warrants to the Company that: (a) ▇▇▇▇▇ is registered as a broker-dealer with the Commission and a member of the NASD, and is in good standing with the Commission and the NASD. (b) ▇▇▇▇▇ is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, with full corporate power and authority to provide the services to be furnished to the Company hereunder. (c) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of ▇▇▇▇▇, and this Agreement is a legal valid and binding obligation of ▇▇▇▇▇, enforceable in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally or by general equity principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent that the provisions of Sections 7 and 8 hereof may be unenforceable as against public policy). (d) ▇▇▇▇▇ and each of its employees, agents and representatives who shall perform any of the services required hereunder to be performed by ▇▇▇▇▇ shall be duly authorized and shall have all licenses, approvals and permits necessary, to perform such services, and ▇▇▇▇▇ is a registered selling agent in the jurisdictions in which the Certificates are to be offered for sale and will remain registered in such jurisdictions in which the Company is relying on such registration for the sale of the Certificates. (e) The execution and delivery of this Agreement by ▇▇▇▇▇, the fulfillment of the terms set forth herein and the consummation of the transactions contemplated hereby shall not violate or conflict with the corporate charter or bylaws of ▇▇▇▇▇ or violate, conflict with or constitute a breach of, or default (or an event which, with notice or lapse of time, or both, would constitute a default) under, any material agreement, indenture or other instrument by which ▇▇▇▇▇ is bound or under any governmental license or permit or any law, administrative regulation, authorization, approval or order or court decree, injunction or order. (f) Any funds received by ▇▇▇▇▇ to purchase Certificates will be handled in accordance with Rule 15c2-4 under the ▇▇▇▇ ▇▇▇. (g) There is not n...

Representations and Warranties of ▇▇▇▇▇. ▇▇▇▇▇ hereby represents and warrants to the Company that:

Representations and Warranties of ▇▇▇▇▇. ▇▇▇▇▇ hereby represents and warrants to the Purchaser that:

Representations and Warranties of ▇▇▇▇▇. ▇▇▇▇▇ hereby represents and warrants to the Shareholders as follows:

Representations and Warranties of ▇▇▇▇▇. ▇▇▇▇▇ hereby represents and warrants to Novartis, as of the Effective Date of this Agreement, as follows: (a) ▇▇▇▇▇ owns or has the lawful right to grant the License. (b) ▇▇▇▇▇ has received no notice of any Claim by any Third Party or any ▇▇▇▇▇ employee that (a) such Third Party or employee has any rights to the ▇▇▇▇▇ Intellectual Property or the Compound that prevent ▇▇▇▇▇ from granting to Novartis the License; Manufacture or Commercialization of the Compound within the Field as contemplated hereby infringes any Third Party rights; or (c) the ▇▇▇▇▇ Patents (to the extent representing issued Patents) are invalid or unenforceable. (c) Product supplied by ▇▇▇▇▇ hereunder (a) will meet the applicable Product Specifications for the intended use, (b) will not be adulterated or misbranded within the meaning of the Act, and (c) will be Manufactured in accordance with GMPs; provided, however, that ▇▇▇▇▇ may supply Product not Manufactured in accordance with GMPs if specifically intended for non-human testing and as agreed to in writing by Novartis. (d) ▇▇▇▇▇ has provided to Novartis a redacted text of the BMS License Agreement. None of the terms redacted from the BMS License Agreement impair, or have the ability to impair, ▇▇▇▇▇’▇ ability to perform its obligations under this Agreement or Novartis’ rights under the License. ▇▇▇▇▇ has not received any notice or other communication from BMS regarding any breach by ▇▇▇▇▇ of its obligations under the BMS License Agreement. (e) Other than the BMS License Agreement, to ▇▇▇▇▇’▇ knowledge as of the Effective Date, after reasonable inquiry of existing information reasonably available to ▇▇▇▇▇, there are no other agreements to which ▇▇▇▇▇ is a Party or to which ▇▇▇▇▇ is subject which impair, or have the ability to impair, ▇▇▇▇▇’▇ ability to perform its obligations under this Agreement or Novartis’ rights under the License. (f) To ▇▇▇▇▇’▇ actual knowledge as of the Effective Date (without any inference or duty of investigation), there are no errors in the inventorship set forth in any of the Patent applications comprising ▇▇▇▇▇ Patents. Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (g) To ▇▇▇▇▇’▇ actual knowledge as of the Effective Date (without any inference or duty of investigation), there is no litigation threatened, impending or existing relating to the ▇▇▇▇▇ Intellectual Property. (h) To ▇▇▇▇▇’▇ ...

Representations and Warranties of ▇▇▇▇▇. ▇▇▇▇▇ represents and warrants to Transition that as of the Effective Date: (a) it has the full right, power and authority to enter into this Agreement, to perform the collaboration, to grant the licenses granted under Articles 10.1 and 10.2, and the fulfillment of its obligations and performance of its activities hereunder do not materially conflict with, violate, or breach or constitute a default under any material contractual obligation or court or administrative order by which Lilly is bound; (b) to the knowledge of Lilly, there are no legal claims, judgments or settlements against or owed by Lilly or pending legal claims or litigation, in each case relating to the Lilly Patents; (c) all necessary consents, approvals and authorizations of all government authorities and other persons required to be obtained by Lilly as of the Effective Date in connection with the execution, delivery and performance of this Agreement have been obtained; (d) Lilly does not have any current knowledge that would cause any of its representations or warranties to Transition to be incorrect or untrue. (e) it is the owner or exclusive licensee of or otherwise Controls the right, title and interest in and to the Lilly Patents and related Lilly Know-How, and has the right to grant to Transition the licenses that it purports to grant hereunder and has not granted any Third Party rights that would interfere or be inconsistent with Transition’s rights hereunder; (f) the Lilly Patents and Lilly Know-How are not subject to any existing royalty or other payment obligations to any Third Party; (g) it is not aware of any other Patents, Know-How, or other intellectual property right Controlled by Lilly or its Affiliates, other than that which is licensed hereunder to Transition, which the Development, manufacture, use, sale and/or Commercialization of Products as contemplated hereunder would infringe; (h) as of the Effective Date, any issued Lilly Patents are valid and enforceable and it is not aware of any action, suit, inquiry, investigation or other proceeding threatened, pending, or ongoing brought by any Third Party that challenges or threatens the validity or enforceability of any of the Lilly Patents or that alleges the use of the Lilly Patents or the related Lilly Know-How or the development, manufacture, commercialization and use of the Lead Compounds, Backup Compounds or Licensed Products would infringe or misappropriate the intellectual property or intellectual property rights o...

Representations and Warranties of ▇▇▇▇▇. ▇▇▇▇▇ represents and warrants to the Shareholder that ▇▇▇▇▇ has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution, delivery and performance by ▇▇▇▇▇ of this Agreement and the consummation by ▇▇▇▇▇ of the transactions contemplated hereby have been duly authorized by the Board of Directors of ▇▇▇▇▇, and no other corporate action on the part of ▇▇▇▇▇ is necessary to authorize the execution, delivery or performance by ▇▇▇▇▇ of this Agreement and the consummation by ▇▇▇▇▇ of the transactions contemplated hereby. This Agreement has been duly executed and delivered by ▇▇▇▇▇ and is a valid and binding agreement of ▇▇▇▇▇, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights generally.

Representations and Warranties of ▇▇▇▇▇. ▇▇▇▇▇ hereby represents and warrants to Seminis as follows:

Representations and Warranties of ▇▇▇▇▇. ▇▇▇▇▇ hereby represents and warrants to Buyer and Seller that as of the date of this Agreement: