Representations and Warranties Clause Examples

Each of the parties hereto hereby represents and warrants to the other party hereto that (a) such party has all requisite company power and authority to execute and deliver this Confidentiality Agreement and to perform such party's obligations hereunder, (b) this Confidentiality Agreement has been duly authorized, executed and delivered by such party, and is a valid and binding obligation, enforceable against such party in accordance with its terms, (c) this Confidentiality Agreement will not result in a violation of any terms or conditions of any agreements to which such party is a party or by which such party may otherwise be bound or of any law, rule, license, regulation, judgment, order or decree governing or affecting such party, and (d) such party's entry into this Confidentiality Agreement does not require approval by any owners or holders of any equity or other interest in such party (except as has already been obtained).

all representations and warranties contained in the Credit Agreement and in the other Loan Documents are true and correct in all material respects with the same effect as though such representations and warranties had been made on the Incremental Effective Date (it being understood and agreed that (x) any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date and (y) any representation or warranty that is qualified as to "materiality," "Material Adverse Effect" or similar language shall be true and correct in all respects on such date);

The representations and warranties set forth in this Agreement, in the Related Documents, and in any document or certificate delivered to Lender under this Agreement are true and correct.

2. Representations and Warranties. Assignor represents and warrants to Assignee that Assignor has full power, authority and right to execute and deliver this Assignment. Assignee represents and warrants to Assignor that such Assignee has full power, authority and right to execute and deliver this Assignment.

Article III REPRESENTATIONS AND WARRANTIES Section 3.1 Representations and Warranties of Shareholder Section 3.2 Representations and Warranties of Purchaser

Each of the Parties warrants and represents that: 7.0.1 It is duly organized and validly existing under the laws of the State of its formation, with full legal right, power and authority to enter into and to perform its obligations hereunder.

Each party hereto represents and warrants that (i) it has the power and requisite authority and is duly authorized to execute and deliver this Amendment and to perform its obligations under the Transaction Documents to which it is a party, each as may be modified or amended hereby; (ii) this Amendment, and each modification or amendment of the Transaction Documents made hereby, has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such party, enforceable against such party in accordance with its terms; and (iii) this Amendment, and each modification or amendment of the Transaction Documents made hereby, will not result in a violation of any terms or conditions of any agreements to which such person is a party or by which such party may otherwise be bound or of any law, rule, license, regulation, judgment, order or decree governing or affecting such party.

REPRESENTATIONS AND WARRANTIES 7.1 Mutual Representations and Warranties Each party represents and warrants that it has the legal right and authority to enter into this Agreement and perform its obligations. 7.2 Abmuno Representations and Warranties [Party.Abmuno] represents and warrants that it has the necessary expertise and resources to perform its obligations under this Agreement.

The Guarantor represents and warrants that the execution, delivery, and performance of this Limited Guarantee have been duly authorized and do not contravene any Law or contractual restriction binding on the Guarantor or its assets. The Guarantor further represents and warrants that all necessary consents, approvals, authorizations, permits, filings, and notifications have been obtained or made, and that this Limited Guarantee is a legal, valid, and binding obligation enforceable against the Guarantor. The Guarantor also represents and warrants that it has the financial capacity to fulfill the Obligations under this Limited Guarantee.

4. REPRESENTATIONS AND WARRANTIES Each party represents and warrants to the other that, as of the date of signing hereof: 4.1 it has full power and authority as an independent legal person to execute and deliver this Agreement and to carry out its responsibilities and obligations hereunder; 4.2 its execution and performance of this Agreement will not result in a breach of any law, regulation, authorization or agreement to which it is subject.

Each of the Warburg Entities hereby represents and warrants to Parent that: (a) it has all necessary organizational power and authority to execute and deliver this letter agreement and perform its obligations hereunder; (b) the execution, delivery and performance of this letter agreement by it has been duly and validly authorized and approved by all necessary limited partnership or corporate action (as applicable) by it;

Each party hereto represents and warrants that the execution and delivery of this agreement by such party has been duly authorized by all necessary action of such party.

Each of the Parties warrants and represents that: 7.0.1 It is duly organized and validly existing under the laws of the State of its formation, with full legal right, power and authority to enter into and to perform its obligations hereunder.

Each of the representations and warranties of the Borrower shall be true and correct in all respects (or in all material respects if any such representation or warranty is not by its terms already qualified as to materiality) as of the Closing Date (both immediately prior to and after giving effect to such Loan) as if made on and as of such date.

To induce Lender to enter into this Agreement, Borrower hereby represents and warrants to Lender as follows: (a) The execution, delivery, and performance by Borrower of this Agreement and all documents contemplated hereunder are within Borrower's powers and have been duly authorized, and are not in conflict with Borrower's articles of incorporation or by-laws, or the terms of any charter or other organizational documents.

Consultant represents and warrants that Consultant has not entered into any agreement (whether oral or written) in conflict with this Agreement.

11.1 Representations and Warranties of Both Parties 49 11.2 Representations, Warranties and Covenants, as applicable, of Akcea 50 11.3 Representations and Warranties of Pfizer 53 11.4 Covenants of Akcea 53 11.5 Antitrust Filings 54 11.6 Disclaimer 55

Each party represents and warrants to the other party as of the Second Amendment Effective Date that it has the full right and authority to enter into this Agreement, and that, to the best of its knowledge, there are no prior agreements, commitments or other obstacles that could prevent it from carrying out all of its obligations hereunder.

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement and that, upon request, the undersigned will execute any additional documents necessary or desirable in connection with the enforcement hereof. The undersigned acknowledges that, prior to executing this Lock-Up Agreement, the undersigned has been given the opportunity to obtain independent legal advice concerning this Lock-Up Agreement and that the undersigned fully understands the nature, content and consequences of this Lock-Up Agreement.

Cadence represents and warrants that it is a corporation duly organized, validly existing and in good standing under the laws of its incorporating jurisdiction and has all requisite power and authority to enter into this Agreement.

4.1 Organization 10 4.2 Authorization 11 4.3 Binding Agreement 11 4.4 No Conflict 11 4.5 No Consents 11