Additional Representations and Warranties of Commercializing Party. Commercializing Party represents and warrants to Licensor that, as of the Effective Date, Commercializing Party has not received notice of, nor is subject to, any adverse inspection, investigation, penalty, or other compliance or enforcement action that could reasonably be expected to have a material adverse effect on the Commercialization of the Products or other performance of its obligations under this Agreement.
Commercializing Party. As between the Parties, Allergan (itself or through its Affiliates or its or their Sublicensees) shall have the sole right to Commercialize Licensed Products in the Field in the Territory at its sole cost and expense.
Indemnification by Commercializing Party. Commercializing Party shall indemnify, defend, and hold harmless Licensor and its Affiliates, and each of Licensor’s and its Affiliates’ respective officers, directors, employees, agents, successors, and assigns (each, a “Licensor Indemnified Party”) from and against all Losses arising out of or resulting from any claim, suit, action, or proceeding by any Third Party (“Indemnified Claim”) relating to: # any breach by Commercializing Party of any representation, warranty, covenant, or obligation under this Agreement; # the gross negligence or willful misconduct, or any failure to comply with applicable Law, of any employee, agent, or independent contractor of Commercializing Party or any of its sublicensees or subcontractors in connection with this Agreement; or # the Commercialization of any Product by or on behalf of Commercializing Party or any of its Affiliates or sublicensees, except in each case to the extent any such Losses are covered by Licensor’s indemnification obligations under Section 8.2.
Additional Allena Representations and Warranties. Allena represents and warrants to Althea as follows:
Seller Additional Representations and Warranties. In addition to its ownership representations and warranties set forth in Section 3.1 above, Seller represents as follows:
ADDITIONAL REPRESENTATIONS. Executive Releasor further represents and warrants that Executive Releasor has not filed any civil action, suit, arbitration, administrative charge, or legal proceeding against any Employer Releasees nor, has Executive Releasor assigned, pledged, or hypothecated as of the Effective Date any Claim to any person and no other person has an interest in the Claims that he is releasing.
Additional Representations. Each Party represents and warrants to the other Party and the ARS Releasees or Recordati Releasees, as applicable, as of the Termination Agreement Effective Date that # it has all requisite legal capacity to grant the rights and releases set forth in Section 6 (Mutual Release of Claims) on behalf of itself and its respective ARS Releasors or Recordati Releasors, as applicable and # neither it nor any of the other ARS Releasors or Recordati Releasors, as applicable, have assigned, transferred or granted to any Person that is not a ARS Releasors or Recordati Releasors, as applicable, any Action or Liability intended to be covered or released pursuant to Section 6 (Mutual Release of Claims).
Additional Representations and Warranties of Licensor. Licensor represents and warrants to the Commercializing Party that, as of the Effective Date: # it has the right to grant the rights and licenses granted to Commercializing Party hereunder, and it has not granted, and is not under any obligation to grant, to any Third Party any license, lien, option, encumbrance, or other contingent or non-contingent right, title, or interest in or to the Licensed Protocol, the Kaufmann Name and the Kauffman Intellectual Property, including any Improvements, that conflicts with the rights and licenses granted to Commercializing Party hereunder; and # there is no settled, pending, or, to Licensor’s knowledge, threatened litigation, claim, or proceeding alleging # that the Licensed Protocol, the Kaufmann Name and the Kauffman Intellectual Property is invalid or unenforceable; # to the Licensor’s knowledge, that the practice of the Licensed Protocol or the Kauffman Intellectual Property or the Commercialization of any Product does infringe, misappropriate, or otherwise violate any Intellectual Property Rights of any Third Party; or # any product liability claim involving any Product;
Consultation. Commercializing Party shall make its managers, directors, officers, executive employees, agents, and representatives reasonably available to the Licensor during normal business hours to discuss the status, progress, and results of Commercializing Party’s and its sublicensees’ Commercialization activities. Commercializing Party shall promptly respond to Licensor’s questions or requests for additional information relating to such Commercialization activities.
Ownership; Improvements. As between the Parties, Licensor will solely own all right, title, and interest in and to the Licensed Protocol, the Kaufmann Name and the Kauffman Intellectual Property. As between the Parties, Licensor will solely own all right, title, and interest in and to all Improvements regardless of inventorship, authorship, or other origination; provided that all Improvements will be included in the license granted to Commercializing Party under [Section 2.1]. If any employee, agent, or independent contractor of Commercializing Party makes any Improvement, whether solely or jointly with Licensor, Commercializing Party hereby transfers and assigns to Licensor, without additional consideration, all of its right, title, and interest in and to such Improvement.
Compliance of Sublicensees. Commercializing Party is responsible for the compliance of its sublicensees with the terms and conditions of this Agreement, and any act or omission of a sublicensee that would be a material breach of this Agreement if performed by Commercializing Party will be deemed to be a material breach by Commercializing Party.
Representations and Warranties of the Borrower [and Joining Party]. The Borrower hereby certifies that, as of the date hereof after giving effect to the inclusion of the Additional Unencumbered Property owned by [the Joining Party], no Default or Event of Default has occurred and is continuing.
No Additional Representations and Warranties; No Reliance. Except as provided in this [Article II] (as modified by the Company Schedules), neither the Company, any Subsidiary, any of their respective Affiliates, nor any of their respective directors, officers, employees, shareholders, or representatives has made, or is making, any representation or warranty whatsoever to BRPA or its Affiliates, and no such Party shall be liable in respect of the accuracy or completeness of any information provided to BRPA or its Affiliates. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the Company Schedules), neither the Company nor any other person on behalf of the Company has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to BRPA, its Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to BRPA, its Affiliates or any of their respective Representatives or any other person, and any such representations or warranties are expressly disclaimed. The Company acknowledges and agrees (on its own behalf and on behalf of its Affiliates and its Representatives) that: # it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of BRPA; # it has been afforded satisfactory access to the books and records, facilities and personnel of BRPA for purposes of conducting such investigation; and # except for the representations and warranties set forth in [Article III] (as modified by the BRPA Schedules), it is not relying on any representations and warranties from any Person in connection with the Transactions. Neither BRPA nor Merger Sub nor any of its or their respective stockholders, Affiliates or Representatives shall have any liability to the Company or any of its stockholders, Affiliates or Representatives resulting from the use of any information, documents or materials made available to the Company or any of its Representatives, whether orally or in writing, in any confidential information memoranda, “data rooms,” management presentations, due diligence discussions or in any other form in expectation of the Transactions except as set forth in this Agreement and the Ancillary Agreements.
The Lead Commercializing Party will be solely responsible for handling all returns, recalls, order processing, invoicing and collection, booking of sales, inventory and receivables, and, subject to the good faith consideration by the Lead Commercializing Party of input from the other Party, and Distribution Matters relating to the applicable Product in the Shared Territory. The other Party will not accept orders for Products or make sales for its own account or for the Lead Commercializing Partys account, and if the other Party receives any order for Products in the Shared Territory, it will refer such orders to the Lead Commercializing Party for acceptance or rejection. The Lead Commercializing Party will be the lead Party for managed care, government pricing programs, and medical affairs, in the Shared Territory, including the negotiation of managed care arrangements.
Effectiveness of Representations; Survival. Each party is entitled to rely on the representations, warranties, indemnifications and agreements of each of the other party and all such representation, warranties and agreement shall be effective regardless of any investigation that any party has undertaken or failed to undertake. The representations, warranties and agreements shall survive the Closing Date and continue in full force and effect until one (1) year after the Closing Date.
Termination for Termination of In-License Agreement. Commercializing Party acknowledges and agrees that, except as otherwise agreed in writing by the applicable In-Licensor, the licenses set forth herein with respect to any the Licensed Protocol and/or Kauffman Intellectual Property covered by an In-License Agreement, and any further sublicenses granted by Commercializing Party with respect to the Licensed Protocol and/or Kauffman Intellectual Property, will terminate immediately upon termination of the applicable In-License Agreement; provided, however, that in the event of termination of an In-License Agreement, Licensor shall notify Commercializing Party reasonably in advance of such termination and, if requested by Commercializing Party, provide Commercializing Party with reasonable assistance to obtain a license directly from the applicable In-Licensor.
REPRESENTATIONS AND WARRANTIES. Borrower hereby represents and warrants to the Lenders that:
Representations and Warranties. (a) Each of the parties hereto hereby represents and warrants that this Amendment constitutes a legal, valid and binding obligation of such Person, enforceable against it in accordance with its terms, except as limited by Debtor Relief Laws and equitable principles, # each of the Credit Parties hereby represents and warrants that upon the Effective Date, no Potential Default or Event of Default shall exist and # each of the Credit Parties hereby represents and warrants that the representations and warranties set forth in the Credit Agreement and in the other Loan Documents to which such Credit Party is a party are true and correct in all material respects on and as of the Effective Date with the same force and effect as if made on and as of the Effective Date (except to the extent that such representations and warranties expressly relate to an earlier date and except to the extent of changes in facts or circumstances that have been disclosed to the Lenders in writing and do not constitute an Event of Default or a Potential Default or to the extent such representations and warranties relate to an earlier or other specific date).
Representations and Warranties. Each party hereto represents and warrants as of the date hereof that such party has full power and authority to enter into the Amendment, and that when executed and delivered by such party, and assuming execution and delivery by the other party, will constitute a legal, valid and binding obligation of such party, enforceable against it in accordance with its terms, except to the extent that such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application relating to or affecting enforcement of creditors’ rights and laws concerning equitable remedies.
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