Common use of By Both Parties Clause in Contracts

By Both Parties. 2.1.1 Each party represents and warrants to the other that it has the full right, power and authority to enter into this Agreement, perform this Agreement and to grant all of the rights, property and authorizations granted in this Agreement; that this Agreement has been duly executed and delivered by each party and is a legal, valid and binding obligation enforceable against each party in accordance with its terms; that, to the best of its knowledge, there are no agreements, commitments or obstacles, technical or legal, including intellectual property rights of others, which could prevent it from carrying out all of its obligations hereunder; and that the execution, delivery and performance of this Agreement does not and will not violate any law, statute, local ordinance, state or federal regulation, court order, or administrative order ruling, its corporate charter or bylaws, nor any agreement by which it is bound. 2.1.2 Each party represents and warrants that it will use its best efforts to obtain and maintain in full force and effect all necessary licenses, permits and other authorizations required by Law to carry out its duties and obligations under this Agreement. Each party shall cooperate with the other to provide such letters, documentation and other Information on a timely basis as the other party may reasonably require to fulfill its reporting and other obligations under Laws to applicable regulatory authorities. Except for such amounts as are expressly required to be paid by a party to the other under this Agreement, each party shall be solely responsible for any costs incurred by it to comply with its obligations under Laws. Each party shall conduct its activities hereunder in an ethical and professional manner. 2.1.3 Each party hereby covenants that each of its employees and other Persons performing any work during the Initial Assessment Period (as defined below), under the UP Development Program (as defined below) or under the AltaRex Development Program (as defined below) shall have entered into a written invention assignment agreement requiring that each such Person assign to such party all right, title and interest in and to any Information conceived of and/or reduced to practice by such Person or its employees, consultants or agents in connection with any activities during the Initial Assessment Period, under the UP Development Program or under the AltaRex Development Program. 2.1.4 Each party hereby covenants that it shall not knowingly misappropriate or otherwise misuse, nor shall it knowingly permit any of its employees, consultants or agents to misappropriate or otherwise misuse, any Information of any Third Party in its conduct during the Initial Assessment Period, of the UP Development Program or of the AltaRex Development Program hereunder.

By Both Parties. 2.1.1 Each party represents (i) From the date that is 20 days after the expiration of the Modified Election Period (as such term is defined in the Unanimous Consent and warrants Waiver Agreement) to the Effective Time, unless otherwise agreed in writing by the parties, Purchaser and Allegheny will use all reasonable efforts to satisfy the conditions to closing at or before the date that is 385 days following the expiration of the Modified Election Period (as such term is defined in the Unanimous Consent and Waiver Agreement). Purchaser and Allegheny will notify each other of any event that it has occurs, or condition that comes to their attention, that may delay the full right, power Effective Time or that constitutes a breach of their respective representations and authority to enter into this Agreement, perform warranties in this Agreement and will use all reasonable efforts to grant all mitigate any such delay or to cure any such breach. (ii) Without limiting the foregoing, Purchaser will, and Allegheny will, if required, cause each OVEC Entity to, (A) make the filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), within 34 days after the expiration of the rightsModified Election Period (as such term is defined in the Unanimous Consent and Waiver Agreement), property (B) comply at the earliest practicable date with any request by the Federal Trade Commission or the Department of Justice for additional information or documents under the HSR Act, and authorizations granted in this Agreement; that this Agreement has been duly executed and delivered by each party and is a legal, valid and binding obligation enforceable against each party in accordance with its terms; that, to the best of its knowledge, there are no agreements, commitments or obstacles, technical or legal, including intellectual property rights of others, which could prevent it from carrying out all of its obligations hereunder; and that the execution, delivery and performance of this Agreement does not and will not violate any law, statute, local ordinance, state or federal regulation, court order, or administrative order ruling, its corporate charter or bylaws, nor any agreement by which it is bound. 2.1.2 Each party represents and warrants that it will use its best efforts to obtain and maintain in full force and effect all necessary licenses, permits and other authorizations required by Law to carry out its duties and obligations under this Agreement. Each party shall (C) cooperate with the other to provide such lettersparty in connection with making any filing under the HSR Act and in connection with the resolution of any investigation or other inquiry by the Federal Trade Commission, documentation and the Department of Justice, or any other Information on a timely basis as the other party may reasonably require to fulfill its reporting and other obligations under Laws to applicable regulatory authorities. Except for such amounts as are expressly required to be paid by a party to the other under this Agreement, each party shall be solely responsible for any costs incurred by it to comply with its obligations under Laws. Each party shall conduct its activities hereunder in an ethical and professional mannergovernmental authority. 2.1.3 Each party hereby covenants (iii) Without limiting the foregoing, Allegheny and the Purchaser will each, as promptly as practical after the date that each is 20 days after the expiration of its employees and other Persons performing any work during the Initial Assessment Modified Election Period (as such term is defined belowin the Unanimous Consent and Waiver Agreement), under make all filings and take all such other actions as are required, and that may be reasonably taken, to obtain, in the UP Development Program (as defined below) or under case of Allegheny, the AltaRex Development Program (as defined below) shall have entered into a written invention assignment agreement requiring that consents and approvals of third parties listed on Schedule 4(h), and, in the case of Purchaser, the consents and approvals of third parties listed on Schedule 6(f). Allegheny and Purchaser will cooperate with each such Person assign other and support each other’s efforts to such party obtain all right, title required consents and interest in and to any Information conceived approvals of and/or reduced to practice by such Person or its employees, consultants or agents in connection with any activities during the Initial Assessment Period, under the UP Development Program or under the AltaRex Development Programthird parties. 2.1.4 Each party hereby covenants that it shall not knowingly misappropriate or otherwise misuse, nor shall it knowingly permit any of its employees, consultants or agents to misappropriate or otherwise misuse, any Information of any Third Party in its conduct during the Initial Assessment Period, of the UP Development Program or of the AltaRex Development Program hereunder.

By Both Parties. 2.1.1 Each party represents (i) From the date that is 20 days after the expiration of the Modified Election Period (as such term is defined in the Unanimous Consent and warrants Waiver Agreement) to the Effective Time, unless otherwise agreed in writing by the parties, Purchaser and Allegheny will use all reasonable efforts to satisfy the conditions to closing at or before the date that is 385 days following the expiration of the Modified Election Period (as such term is defined in the Unanimous Consent and Waiver Agreement). Purchaser and Allegheny will notify each other of any event that it has occurs, or condition that comes to their attention, that may delay the full right, power Effective Time or that constitutes a breach of their respective representations and authority to enter into this Agreement, perform warranties in this Agreement and will use all reasonable efforts to grant all mitigate any such delay or to cure any such breach. (ii) Without limiting the foregoing, Purchaser will, and Allegheny will, if required, cause each OVEC Entity to, (A) make the filings required under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), within 34 days after the expiration of the rightsModified Election Period (as such term is defined in the Unanimous Consent and Waiver Agreement), property (B) comply at the earliest practicable date with any request by the Federal Trade Commission or the Department of Justice for additional information or documents under the HSR Act, and authorizations granted in this Agreement; that this Agreement has been duly executed and delivered by each party and is a legal, valid and binding obligation enforceable against each party in accordance with its terms; that, to the best of its knowledge, there are no agreements, commitments or obstacles, technical or legal, including intellectual property rights of others, which could prevent it from carrying out all of its obligations hereunder; and that the execution, delivery and performance of this Agreement does not and will not violate any law, statute, local ordinance, state or federal regulation, court order, or administrative order ruling, its corporate charter or bylaws, nor any agreement by which it is bound. 2.1.2 Each party represents and warrants that it will use its best efforts to obtain and maintain in full force and effect all necessary licenses, permits and other authorizations required by Law to carry out its duties and obligations under this Agreement. Each party shall (C) cooperate with the other to provide such lettersparty in connection with making any filing under the HSR Act and in connection with the resolution of any investigation or other inquiry by the Federal Trade Commission, documentation and the Department of Justice, or any other Information on a timely basis as the other party may reasonably require to fulfill its reporting and other obligations under Laws to applicable regulatory authorities. Except for such amounts as are expressly required to be paid by a party to the other under this Agreement, each party shall be solely responsible for any costs incurred by it to comply with its obligations under Laws. Each party shall conduct its activities hereunder in an ethical and professional mannergovernmental authority. 2.1.3 Each party hereby covenants (iii) Without limiting the foregoing, Allegheny and the Purchaser will each, as promptly as practical after the date that each is 20 days after the expiration of its employees and other Persons performing any work during the Initial Assessment Modified Election Period (as such term is defined belowin the Unanimous Consent and Waiver Agreement), under make all filings and take all such other actions as are required, and that may be reasonably taken, to obtain, in the UP Development Program (as defined below) or under case of Allegheny, the AltaRex Development Program (as defined below) shall have entered into a written invention assignment agreement requiring that consents and approvals of third parties listed on Schedule 4(h), and, in the case of Purchaser, the consents and approvals of third parties listed on Schedule 6(f). Allegheny and Purchaser will cooperate with each such Person assign other and support each other’s efforts to such party obtain all right, title required consents and interest in and to any Information conceived approvals of and/or reduced to practice by such Person or its employees, consultants or agents in connection with any activities during the Initial Assessment Period, under the UP Development Program or under the AltaRex Development Programthird parties. 2.1.4 Each party hereby covenants that it shall not knowingly misappropriate or otherwise misuse, nor shall it knowingly permit any of its employees, consultants or agents to misappropriate or otherwise misuse, any Information of any Third Party in its conduct during the Initial Assessment Period, of the UP Development Program or of the AltaRex Development Program hereunder.