By Xxxxxx/Xxxxxx Parties Sample Clauses

By Xxxxxx/Xxxxxx Parties. Effective as of the time of release of this Agreement from escrow on the Effective Date as specified in Section 3: (i) Each of the Xxxxxx/Matin Parties, on behalf of itself and each of its predecessors, successors, Affiliates, members, managers, partners, officers, directors, employees, agents, legal representatives, attorneys and assigns (and the predecessors, successors, assigns, heirs, executors and administrators of each of them) (collectively, the “B/M Releasors”), hereby releases and forever discharges each of MDCO and Pfizer and their respective predecessors, successors, Affiliates, members, managers, partners, officers, directors, employees, agents, legal representatives, attorneys and assigns (and the predecessors, successors, assigns, heirs, executors and administrators of each of them) (collectively, the “B/M Released Parties”), from any and all actions, causes of action, suits, costs, damages, judgments, claims, liabilities and demands of any nature whatsoever, whether presently known or unknown, in law or in equity, which the B/M Releasors ever had, now have or hereafter can, shall or may have for, upon, or by reason or cause of any kind whatsoever (including the Pfizer License Agreement, the CDA, the Xxxxxx/Matin Discussions, the Pfizer Discussions, Project Information disclosed to any of the B/M Released Parties by any of the B/M Releasors, and any matter relating to any thereof), from the beginning of the world to the Effective Date (collectively, the “B/M Released Claims”); provided, however, that none of MDCO’s obligations arising from or in connection with, or governed or evidenced by, this Agreement, or claims and liabilities relating to this Agreement or to any breach of this Agreement, shall be included as B/M Released Claims. (ii) The B/M Releasors agree that they will not commence or prosecute any action or proceeding against the B/M Released Parties that concerns any of the B/M Released Claims. The B/M Releasors further agree that they will not assert any B/M Released Claims against the B/M Released Parties in any action or proceeding. (iii) The B/M Releasors represent and warrant that they are the sole owners of and that they have not sold, assigned, transferred, conveyed or otherwise disposed of any claim, demand or cause of action or any part thereof relating to any matter covered by this Section 8(a). (iv) Except to the extent necessary to enforce their rights under this Agreement in a proceeding in a court of law or before an ...
Sample 1
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By Xxxxxx/Xxxxxx Parties. Each of the Xxxxxx Parties hereby represents and warrants to MDCO that Xxxxxx and Xxxxxxxxxxx-Xxxx own and hold, in the aggregate and both of record and beneficially, all of the limited liability company interests of WCA, and that no other Person owns or holds any option, warrant or other right to acquire any such interest. Each of the Xxxxxx/Matin Parties hereby represents and warrants to MDCO that the Principals own and hold, in the aggregate and both of record and beneficially, all of the limited liability company interests of HDLT, and that no other Person owns or holds any option, warrant or other right to acquire any such interest, Further, each of the Xxxxxx/Matin Parties hereby represents and warrants to MDCO that: (i) If such Xxxxxx/Matin Party is an entity, it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to enter into, and perform its obligations under, this Agreement. (ii) Such Xxxxxx/Matin Party has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. (iii) The execution, delivery and performance by such Xxxxxx/Matin Party of this Agreement and the consummation by such Xxxxxx/Matin Party of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of such Xxxxxx/Matin Party. (iv) This Agreement has been duly and validly executed and delivered by such Xxxxxx/Matin Party and constitutes a valid and binding obligation of such Xxxxxx/Matin Party, enforceable against such Xxxxxx/Matin Party in accordance with its terms except (x) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, or (y) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. (v) Neither the execution and delivery by such Xxxxxx/Matin Party of this Agreement nor the consummation by such Xxxxxx/Matin Party of the transactions contemplated hereby will (1) conflict with or violate any provision of the organizational documents of such Xxxxxx/Matin Party, (2) require on the part of such Xxxxxx/Matin Party any notice to or filing with, or any permit, authorization, consent or approval of, any governmental entity, agency or body, (3) conflict with, res...
Sample 1

Related to By Xxxxxx/Xxxxxx Parties

  • Xxxx-Xxxxx-Xxxxxx Notwithstanding any other provision in this Agreement, in the event the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), is applicable to any Member by reason of the fact that any assets of the Company will be distributed to such Member in connection with the dissolution of the Company, the distribution of any assets of the Company shall not be consummated until such time as the applicable waiting periods (and extensions thereof) under the HSR Act have expired or otherwise been terminated with respect to each such Member.

  • Xxxxxx Xxxxxx Xxxx Xx Day, 3rd Monday in January;

  • Xxxx Xxxxxx Purchase Order and Sales Contact Email 2 2 Purchase Order and Sales Contact Phone 2 3 Company Website 4 Entity D/B/A's and Assumed Names 5 Primary Address 2 6 Primary Address City 7 Primary Address State 2 8 Primary Address Zip 9 Search Words Identifying Vendor Certification of Vendor Residency (Required by the State of Texas)

  • Xxx Xxxxxx If the Customer requests any on-site or on-site maintenance service (except for any error/problem caused by the Company’s system, equipment/accessories), the Company shall charge a service fee of HK$400 or such amount as determined by the Company at its sole discretion.

  • Xxxxx Xxxxxx Purchase Order and Sales Contact Email 2 Purchase Order and Sales Contact Phone 2 3 Company Website 4 Entity D/B/A's and Assumed Names 5 Primary Address 2 Primary Address City 7 Primary Address State 2 8 Primary Address Zip 9 Search Words Identifying Vendor Certification of Vendor Residency (Required by the State of Texas)

  • Xxxxxx Xxxxx Purchase Order and Sales Contact Email 2 2 Purchase Order and Sales Contact Phone 2 3 Company Website 4 Entity D/B/A's and Assumed Names 5 Primary Address 2 Primary Address City 7 Primary Address State 2 8 Primary Address Zip 9 Search Words Identifying Vendor Certification of Vendor Residency (Required by the State of Texas)

  • SOMEC XXXXX XXXXX XXXXX XXXXX XXXXX UNBUNDLED LOCAL SWITCHING, PORT USAGE End Office Switching (Port Usage) End Office Switching Function, Per MOU 0.0010519 End Office Trunk Port - Shared, Per MOU 0.0002136 Tandem Switching (Port Usage) (Local or Access Tandem) Tandem Switching Function Per MOU 0.0001634 Tandem Trunk Port - Shared, Per MOU 0.0002863 Tandem Switching Function Per MOU (Melded) 0.00004951 Tandem Trunk Port - Shared, Per MOU (Melded) 0.000086749 Melded Factor: 30.30% of the Tandem Rate Common Transport Common Transport - Per Mile, Per MOU 0.0000045 Common Transport - Facilities Termination Per MOU 0.0004095

  • Sxxxxxxx-Xxxxx The Company is, or on the Closing Date will be, in material compliance with the provisions of the Sxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder and related or similar rules or regulations promulgated by any governmental or self-regulatory entity or agency, that are applicable to it as of the date hereof.

  • XXX XXXXXXX Xxx The parties hereto acknowledge that in accordance with Section 326 of the USA PATRIOT Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the USA PATRIOT Act.

  • Xxxx Xxxxxxx Purchase Order and Sales Contact Email 2 Purchase Order and Sales Contact Phone 2 3 Company Website 4 Entity D/B/A's and Assumed Names 5 Primary Address 2 Primary Address City 7 Primary Address State 2 8 Primary Address Zip 9 Search Words Identifying Vendor Certification of Vendor Residency (Required by the State of Texas)

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