By MTF Sample Clauses

By MTF. 15.1.1 Organization and Authority MTF hereby represents and warrants to CONMED that: (a) MTF is a nonprofit corporation duly organized, validly existing and in good standing under the Laws of the District of Columbia and has full corporate power and authority to enter into and carry out its obligations under this Agreement and to consummate the transactions contemplated hereby; (b) the execution and delivery by MTF of this Agreement, the performance by MTF of its obligations hereunder and the consummation by MTF of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of MTF; (c) this Agreement has been duly executed and delivered by MTF, and (assuming due authorization, execution and delivery by CONMED) this Agreement constitutes a legal, valid and binding obligation of MTF enforceable against MTF in accordance with its terms subject to the effect of applicable bankruptcy, insolvency, reorganization, moratorium or other similar federal or state laws affecting the rights of creditors and the effect or availability of rules of law governing specific performance, injunctive relief or other equitable remedies, regardless of whether any such remedy is considered in a proceeding at law or equity (collectively, “Bankruptcy Laws and Equitable Principles”).
Sample 1
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By MTF. MTF hereby grants to BBC a fully-paid, royalty-free, non-exclusive license within the Territory, under all DBM IP and any copyrights approved for use by MTF in any MTF marketing or product materials, solely for the purpose of conducting the activities relating to the marketing, promotion and sales of DBM in the Territory for use in the Field pursuant to the provisions of this Agreement. Any such DBM IP, trademarks, service marks and copyrights utilized by BBC as aforesaid shall in each instance indicate that they belong to MTF, and BBC shall comply with all notice and marking requirements, and all additional written standards of quality control, all as communicated to BBC and required by MTF for the protection and enforcement of such trademarks, service marks and copyrights and the registration thereof and shall not utilize any such trademarks, service marks and copyrights in any manner which might dilute or tarnish them or reflect adversely on MTF. Without limiting the generality of the foregoing, BBC shall not in any manner modify any trademark, service mxxx or copyright licensed by MTF hereunder, or utilize any variant thereof, singly or in combination with any other term or material, without the prior written consent of MTF having been obtained in each case.
Sample 1
By MTF. MTF warrants and represents to BBC on the date of this Agreement that (i) it is a non-profit corporation duly organized, validly existing and in good standing under the laws of the District of Columbia and it has the full right and authority to enter into this Agreement and grant the rights granted herein, (ii) except as otherwise permitted under this Agreement, it has not previously granted and will not grant any rights in conflict with the rights granted herein, (iii) to its knowledge and belief, there are no threatened or pending actions, suits or claims against it with respect to or relating in any way to its right to enter into and perform its obligations under this Agreement, (iv) DBM is, and upon delivery to BBC or to the BBC Designated Warehouse will comply with all applicable specifications and will be, free from defects, shall not be adulterated or misbranded within the meaning of the Federal Food Drug and Cosmetic Act, and is manufactured in a manner that meets or exceeds reasonable manufacturing standards for such products, including all FDA standards and regulations concerning such products and will strictly conform to the applicable published Specifications, and (v) DBM and the manufacture, use, promotion, and sale thereof in accordance with this Agreement do not and, to the best of MTF’s knowledge, will not infringe third party Intellectual Property rights.
Sample 1

Related to By MTF

  • Limitations on Exercise of Option Notwithstanding the foregoing Subsections, in no event may the Option be exercised, in whole or in part, after ten years following the Original Date of Grant, or after the occurrence of an event which results in termination of the Option under the Plan.

  • Share Deliveries Notwithstanding anything to the contrary herein, Company agrees that any delivery of Shares or Share Termination Delivery Property shall be effected by book-entry transfer through the facilities of DTC, or any successor depositary, if at the time of delivery, such class of Shares or class of Share Termination Delivery Property is in book-entry form at DTC or such successor depositary.

  • Escrow Analysis If applicable, with respect to each Mortgage Loan, the Seller has within the last twelve months (unless such Mortgage was originated within such twelve month period) analyzed the required Escrow Payments for each Mortgage and adjusted the amount of such payments so that, assuming all required payments are timely made, any deficiency will be eliminated on or before the first anniversary of such analysis, or any overage will be refunded to the Mortgagor, in accordance with RESPA and any other applicable law;

  • Deliveries by Buyer At the Closing, Buyer shall deliver to Seller the following:

  • Inspection and Verification The Secured Parties and such persons as the Secured Parties may reasonably designate shall have the right to inspect the Collateral, all records related thereto (and to make extracts and copies from such records) and the premises upon which any of the Collateral is located, to discuss the Grantor’s affairs with the officers of the Grantor and its independent accountants and to verify under reasonable procedures the validity, amount, quality, quantity, value, condition and status of, or any other matter relating to, the Collateral, including, in the case of collateral in the possession of any third Person, by contacting any account debtor or third Person possessing such Collateral for the purpose of making such a verification. Out-of-pocket expenses in connection with any inspections by representatives of the Secured Parties shall be (a) the obligations of the Grantor with respect to any inspection after the Secured Parties’ demand payment of the Notes or (b) the obligation of the Secured Parties in any other case.

  • Conditions to Delivery of Shares The Grantor's obligation to deliver Shares upon exercise of the Option is subject only to the conditions that:

  • Limitations on Exercise Neither the Warrant Agent nor the Company shall effect any exercise of any Warrant, and no Holder shall have the right to exercise any portion of a Warrant, to the extent that after giving effect to the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by a Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of the Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon exercise of the remaining, nonexercised portion of any Warrant beneficially owned by such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. The provisions of this Section 6 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holder.

  • Clearance and Settlement If the Pricing Agreement specifies that the Securities will clear and settle through one or more clearing systems, the Securities will be eligible for clearance and settlement through such clearing system or systems.

  • Validation To validate the notice requirements outlined in Section 5.3, the Assuming Institution shall provide the Receiver (i) an Affidavit of Publication to meet the publication requirements outlined in Section 5.3(a) and (ii) the Assuming Institution will prepare an Affidavit of Mailing in a form substantially similar to Exhibit 2.3B after mailing the seven (7) day Notice to Depositors as required under Section 5.3(b).

  • Delivery at Closing At the Closing, the Company will deliver to the Purchaser a stock certificate registered in the Purchaser’s name, representing the number of Shares to be purchased by Purchaser hereunder, against payment of the purchase price therefore as indicated above.

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