Client Warranties. a) The Client states, confirms and guarantees that any money handed to the Company for any purpose, belong exclusively to the Client and are free of any lien, charge, pledge or any other burden. Further, whatever money is handed over to the Company by the Client is not in any manner whatsoever directly or indirectly proceeds of any illegal act or omission or product of any criminal activity. b) The Client acts for himself and not as a representative or a trustee of any third person, unless c) he has produced, to the satisfaction of the Company, a document and/or powers of attorney enabling him to act as representative and/or trustee of any third person. d) The Client agrees and understands that in the event that the Company has such proofs that are adequate to indicate that certain amounts, as classified in Paragraphs 5.1 and 5.2 of this Section, received by the Client are proceeds from illegal acts or products of any criminal activity and/or belonging to a third party, the Company reserves the right to refund these amounts to the sender, either this being the Client or a beneficial owner. Furthermore, the Client also agrees and understands that the Company may reverse any transactions performed in the Client’s Trading Account and may terminate this agreement. The Company reserves the right to take any legal action against the Client to cover and indemnify itself upon such an event and may claim any damages caused to the Company by the Client as a result of such an event. e) The Client declares that he/she is over 18 (eighteen) years old, in case of natural person, or that it has full legal capacity, in case of legal person, to enter into this Agreement. f) The Client understands and accepts that all transactions in relation to trade in any of the Financial Instruments, will be performed only through the Trading Platform provided by the Company and the Financial Instruments are not transferable to any other Trading Platform whatsoever. g) The Client guarantees the authenticity and validity of any document handed over by the Client to the Company. h) Any information such as reports, news, opinions or any other information are provided by the Company with the purpose to facilitate the Client in making his own investment decisions and does not constitute personal investment advice. In case the Company is deemed, for any reason to provide any recommendation and/or advice, the Client hereby agrees that any transaction effected either by adopting or ignoring any such recommendation and/or advice shall be deemed to have been affected by the Client relying exclusively on his own judgment and the Company shall have no responsibility. The service of Investment Advice may be subject of some charges. i) In regard to the price movement alerts displayed in the Company’s Trading Platform refer to the past and past performance is not a reliable indicator of future results. The Client agrees and understands that the price movement alerts do not constitute personal investment advice. j) Provision of investment advice shall only be carried out by the Company after assessing the Client’s personal circumstances and suitability. The provision of reports, news, opinions and any other information by the Company to the Client does not constitute investment advice or investment research if the suitability of the client is not accessed by the Company. k) The information presented by the technical indicators on the Company’s trading platform is indicative only and the client hereby agrees and acknowledges that the technical indicators are merely served to assist the clients’ in making their own investment decisions. l) The Company is not able to guarantee the accuracy of the information presented by the technical indicators and it is neither a trading recommendation nor advice. The client is solely responsible for relying on such information and any investment strategy, transaction or investment shall be deemed to have been affected exclusively by the clients’ own decision. The Client agrees and acknowledges that he shall be exclusively responsible for any investment strategy, transaction or investment and he shall not rely on the Company for this purpose and the Company shall have no responsibility whatsoever, irrespective of any circumstances, for any such investment strategy, transaction or investment.
Appears in 1 contract
Sources: Terms and Conditions
Client Warranties. 6.1 Client warrants and represents to ▇▇▇▇▇▇▇ Asset Management that:
(a) The Client states, confirms has the power to enter into and guarantees that any money handed to the Company for any purpose, belong exclusively to the Client and are free of any lien, charge, pledge or any other burden. Further, whatever money is handed over to the Company by the perform this agreement.
(b) Client is not in under any manner whatsoever directly legal impediment or indirectly proceeds other impairment which makes, or could make, the terms of any illegal act this agreement void, voidable or omission or product of any criminal activityunenforceable.
b(c) The Client acts is not insolvent, under any form of external administration nor has Client agreed to make a settlement assignment or compromise with its creditors.
(d) Client has disclosed all relevant information to ▇▇▇▇▇▇▇ Asset Management to allow ▇▇▇▇▇▇▇ Asset Management to perform to the best of its ability its duties under this agreement.
(e) All of the statements made by Client in the application form for himself this agreement and the Discretionary Account is true and correct and not as a representative misleading or a trustee of any third person, unless
c) he has produced, to the satisfaction of the Company, a document and/or powers of attorney enabling him to act as representative and/or trustee of any third persondeceptive.
d(f) The Client agrees has carefully considered the advantages and understands that in the event disadvantages of entering into this agreement and has concluded that the Company has such proofs that are adequate discretionary trading of financial products pursuant to indicate that certain amounts, as classified in Paragraphs 5.1 and 5.2 of this Section, received by the Client are proceeds from illegal acts or products of any criminal activity and/or belonging to agreement is a third party, the Company reserves the right to refund these amounts to the sender, either this being the Client or a beneficial owner. Furthermore, the Client also agrees and understands that the Company may reverse any transactions performed in the suitable for Client’s Trading Account and may terminate this agreement. The Company reserves the right to take any legal action against the Client to cover and indemnify itself upon such an event and may claim any damages caused to the Company by the Client as a result of such an event.
e(g) The Client declares that he/she is over 18 (eighteen) years old, in case has obtained all advisable or necessary independent advice for the purpose of natural person, or that it has full legal capacity, in case of legal person, deciding whether to enter into this Agreementagreement.
6.2 If Client is a trustee, Client warrants in its personal capacity:
(a) the trust has been duly constituted and is validly existing in compliance with all applicable laws and its trust deed has been duly executed and duly stamped, in each case in accordance with the laws of each State and Territory of Australia;
(b) the trust deed and its constituent documents give it power to carry on all of the business activities now conducted by it in any capacity and to enter into and comply with its obligations under, and to carry on the transactions contemplated by, this agreement;
(c) all necessary resolutions have been duly passed and all consents have been obtained and all other procedural matters have been attended to as required by the trust deed, any other document or any law for the entry into, observance and performance by it of its obligations under this agreement;
(d) each of its obligations under, and the transactions contemplated by, this agreement constitutes binding obligations and is completely and lawfully enforceable against it and the trust's property in accordance with their terms;
(e) nothing done under this agreement or any instructions given by Client is or will be a breach of any trust;
(f) The Client understands and accepts that all transactions in relation to trade in any the assets of the Financial Instrumentsrelevant trust are, and at all relevant times will be performed be, sufficient and available to the trustee in that capacity to discharge Client's obligations and liabilities under this agreement;
(g) it is the only through trustee of the Trading Platform provided by trust;
(h) no property of the Company and the Financial Instruments are not transferable trust has been re- settled, set aside or transferred to any other Trading Platform whatsoevertrust or settlement;
(i) the trust has not been terminated, nor has the date or any event for the vesting of the trust's property in its beneficiaries occurred;
(j) no determination has been made to distribute the trust's property on a date which is earlier than the latest date under the trust deed by which the trust's property must be distributed;
(k) there is no conflict of interest on the trustee's part in entering into this agreement and performing its obligations under it;
(l) it has an unrestricted right to be fully indemnified or exonerated out of the trust's property in respect of any losses or liabilities incurred by it as trustee and the trust's property is sufficient to satisfy that right of indemnity or exoneration; and
(m) it has complied with its obligations in connection with the trust.
g) The Client guarantees the authenticity and validity of any document handed over 6.3 Each warranty by the Client to the Company.
h) Any information such as reports, news, opinions or any other information are provided by the Company with the purpose to facilitate the Client in making his own investment decisions and does not constitute personal investment advice. In case the Company this clause or elsewhere in this agreement is deemed, for any reason to provide any recommendation and/or advice, the Client hereby agrees that any transaction effected either by adopting or ignoring any such recommendation and/or advice shall be deemed to have been affected by the Client relying exclusively be repeated on his own judgment and the Company shall have no responsibility. The service of Investment Advice may be subject of some chargeseach day that this agreement subsists.
i) In regard to the price movement alerts displayed in the Company’s Trading Platform refer to the past and past performance is not a reliable indicator of future results. The Client agrees and understands that the price movement alerts do not constitute personal investment advice.
j) Provision of investment advice shall only be carried out by the Company after assessing the Client’s personal circumstances and suitability. The provision of reports, news, opinions and any other information by the Company to the Client does not constitute investment advice or investment research if the suitability of the client is not accessed by the Company.
k) The information presented by the technical indicators on the Company’s trading platform is indicative only and the client hereby agrees and acknowledges that the technical indicators are merely served to assist the clients’ in making their own investment decisions.
l) The Company is not able to guarantee the accuracy of the information presented by the technical indicators and it is neither a trading recommendation nor advice. The client is solely responsible for relying on such information and any investment strategy, transaction or investment shall be deemed to have been affected exclusively by the clients’ own decision. The Client agrees and acknowledges that he shall be exclusively responsible for any investment strategy, transaction or investment and he shall not rely on the Company for this purpose and the Company shall have no responsibility whatsoever, irrespective of any circumstances, for any such investment strategy, transaction or investment.
Appears in 1 contract
Client Warranties. The Client covenants, represents and warrants that, to the Client’s knowledge as of the Effective Date: **** CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
(a) The the provision of the Manufacturing by Patheon solely in respect of any Product pursuant to this Agreement as directed in the new drug application for the Product that was approved by the U.S. Food and Drug Administration or use or other disposition of any Product by Patheon as may be required to perform its obligations under this Agreement does not and will not infringe any Third Party Rights;
(b) there are no actions or other legal proceedings in the Territory, the subject of which is the infringement of Third Party Rights related to any of the Specifications, or the bulk Product or any of the Active Materials provided by the Client statesto Patheon, confirms or the sale, use or other disposition of any Product Manufactured in accordance with the Specifications; and
(c) the Products, if labelled and guarantees that any money handed Manufactured in accordance with the Specifications and in compliance with applicable cGMPs, Applicable Laws, the Quality Agreement and other Technical Information and this Agreement (i) may be lawfully sold and distributed in every jurisdiction in which the Client has Regulatory Authority approval to market such Products, (ii) ****, and (iii) will be safe for human consumption as directed on the Company approved labelling for any purposesuch Products. In addition, belong exclusively Client covenants, represents and warrants that:
(i) the Specifications for each of the Products are its or its Affiliate’s property or licensed to the Client and are free of any lien, charge, pledge or any other burden. Further, whatever money is handed over to the Company by that the Client is not in any manner whatsoever directly or indirectly proceeds of any illegal act or omission or product of any criminal activity.may lawfully disclose the Specifications to Patheon;
b(ii) The Client acts for himself and not as a representative or a trustee of any third person, unless
c) he has produced, to the satisfaction of the Company, a document and/or powers of attorney enabling him to act as representative and/or trustee of any third person.
d) The Client agrees and understands that in the event that the Company has such proofs that are adequate to indicate that certain amounts, as classified in Paragraphs 5.1 and 5.2 of this Section, received by the Client are proceeds from illegal acts or products of any criminal activity and/or belonging to a third party, the Company reserves the right to refund these amounts to the sender, either this being the Client or a beneficial owner. Furthermore, the Client also agrees and understands that the Company may reverse any transactions performed in the Client’s Trading Account and may terminate this agreement. The Company reserves the right to take any legal action against the Client to cover and indemnify itself upon such an event and may claim any damages caused to the Company by the Client knowledge as a result of such an event.
e) The Client declares that he/she is over 18 (eighteen) years old, in case of natural person, or that it has full legal capacity, in case of legal person, to enter into this Agreement.
f) The Client understands and accepts that all transactions in relation to trade in any of the Financial InstrumentsEffective Date, will be performed only through the Trading Platform any Intellectual Property provided by the Company and the Financial Instruments are not transferable to any other Trading Platform whatsoever.
g) The Client guarantees the authenticity and validity of any document handed over by the Client to Patheon in connection with the Company.provision of the Manufacturing according to the Specifications (i) is the Client’s or its Affiliate’s unencumbered property or is licensed to the Client, (ii) may be lawfully used as directed by the Client, and (iii) to the Client’s knowledge as of the Effective Date, such use does not infringe and will not infringe any Third Party Rights; and
h(iii) Any information such the Specifications for all Products, as reports, news, opinions or any other information are provided by the Company with the purpose Client to facilitate the Client in making his own investment decisions Patheon, conform to all applicable cGMPs and does not constitute personal investment advice. In case the Company is deemed, for any reason to provide any recommendation and/or advice, the Client hereby agrees that any transaction effected either by adopting or ignoring any such recommendation and/or advice shall be deemed to have been affected by the Client relying exclusively on his own judgment and the Company shall have no responsibility. The service of Investment Advice may be subject of some chargesApplicable Laws.
i) In regard to the price movement alerts displayed in the Company’s Trading Platform refer to the past and past performance is not a reliable indicator of future results. The Client agrees and understands that the price movement alerts do not constitute personal investment advice.
j) Provision of investment advice shall only be carried out by the Company after assessing the Client’s personal circumstances and suitability. The provision of reports, news, opinions and any other information by the Company to the Client does not constitute investment advice or investment research if the suitability of the client is not accessed by the Company.
k) The information presented by the technical indicators on the Company’s trading platform is indicative only and the client hereby agrees and acknowledges that the technical indicators are merely served to assist the clients’ in making their own investment decisions.
l) The Company is not able to guarantee the accuracy of the information presented by the technical indicators and it is neither a trading recommendation nor advice. The client is solely responsible for relying on such information and any investment strategy, transaction or investment shall be deemed to have been affected exclusively by the clients’ own decision. The Client agrees and acknowledges that he shall be exclusively responsible for any investment strategy, transaction or investment and he shall not rely on the Company for this purpose and the Company shall have no responsibility whatsoever, irrespective of any circumstances, for any such investment strategy, transaction or investment.
Appears in 1 contract
Sources: Manufacturing Agreement (Vanda Pharmaceuticals Inc.)
Client Warranties. 5.1 The Client warrants that:
(a) The Client states, confirms it has the power and guarantees that any money handed capacity to enter into and perform its obligations set out in this Contract;
(b) it has the Company for any purpose, belong exclusively financial capacity to pay the Client and are free of any lien, charge, pledge or any other burden. Further, whatever money is handed over to the Company Price by the Client due date(s) and is not in any manner whatsoever directly or indirectly proceeds of any illegal act or omission or product of any criminal activity.and has no reason to suspect it might experience an Insolvency Event;
b) The Client acts for himself and not as a representative or a trustee of any third person, unless
(c) he has produced, to the satisfaction of the Company, a document and/or powers of attorney enabling him to act as representative and/or trustee of any third person.its obligations set out in this Contract are valid and binding and enforceable against it;
(d) The Client agrees and understands that in the event that the Company if it is a trustee, it has such proofs that are adequate to indicate that certain amounts, as classified in Paragraphs 5.1 and 5.2 of this Section, received by the Client are proceeds from illegal acts or products of any criminal activity and/or belonging to a third party, the Company reserves the right to refund these amounts be fully indemnified out of the assets of the trust in respect of obligations incurred by it under this Contract;
(e) it will cooperate in good faith with Weldone and its personnel;
(f) all information it provides is accurate, up-to-date, complete and not misleading including information provided in tender documentation;
(g) it has taken reasonable care in preparing the specifications it has provided to Weldone; and
(h) it will respond in a timely manner to requests for information from Weldone.
5.2 In consideration of Weldone agreeing to supply the sender, either this being Goods and Services at the Client or a beneficial owner. Furthermorerequest of the Client, the Client also representative who signs the Do and Charge Form or Credit Card Application Form (as the case may be) agrees that:
(a) it personally guarantees the due and understands that punctual payment of all amounts due from the Company may reverse any transactions performed in Client, together with the due and punctual observance of the Client’s Trading Account and may terminate obligations under this agreement. The Company reserves the right Contract as follows:
(b) it will immediately on demand pay all relevant amounts to take any legal action against the Client to cover and indemnify itself upon such an event and may claim any damages caused to the Company by the Client as a result of such an event.
e) The Client declares that he/she is over 18 (eighteen) years old, in case of natural person, or that it has full legal capacity, in case of legal person, to enter into this Agreement.
f) The Client understands and accepts that all transactions in relation to trade in any of the Financial Instruments, will be performed only through the Trading Platform provided by the Company and the Financial Instruments are not transferable to any other Trading Platform whatsoever.
g) The Client guarantees the authenticity and validity of any document handed over by the Client to the Company.
h) Any information such as reports, news, opinions or any other information are provided by the Company with the purpose to facilitate the Client in making his own investment decisions and does not constitute personal investment advice. In case the Company is deemed, Weldone if for any reason to provide any recommendation and/or advice, the Client hereby agrees that any transaction effected either by adopting or ignoring any such recommendation and/or advice shall be deemed to have been affected by the Client relying exclusively on his own judgment and the Company shall have no responsibility. The service of Investment Advice may be subject of some charges.
i) In regard to the price movement alerts displayed in the Company’s Trading Platform refer to the past and past performance is not a reliable indicator of future results. The Client agrees and understands that the price movement alerts do not constitute personal investment advice.
j) Provision of investment advice shall only be carried out by the Company after assessing the Client’s personal circumstances and suitability. The provision of reports, news, opinions and any other information by the Company to the Client does not constitute investment pay any amount owing to Weldone or any amounts are recovered from Weldone by a liquidator, administrator or otherwise;
(c) if it receives any amounts in the winding up, liquidation, administration or other arrangement with creditors of the Client, it must hold those amounts on trust on behalf of Weldone;
(d) it charges in favour of Weldone all of its right, title and interest (joint or several) in any real property and personal property owned by it now or in the future, to secure the performance by the guarantor of its obligations under this clause;
(e) this personal guarantee and indemnity constitutes a security agreement for the purposes of the PPSR;
(f) it will indemnify Weldone for any cost, loss or liability incurred in connection with the supply of goods and/or services to the Client; or the recovery of monies owing to Weldone by the Client including the enforcement of this guarantee and indemnity;
(g) this is an unconditional and continuing guarantee and indemnity which is irrevocable and remains in full force and effect until the whole of the Client’s obligations to Weldone have been fully paid satisfied and performed; and
(h) it has obtained legal advice or investment research if the suitability of the client is decided not accessed by the Companyto having been given adequate opportunity and encouraged to do so.
k) The information presented by the technical indicators on the Company’s trading platform is indicative only and the client hereby agrees and acknowledges that the technical indicators are merely served to assist the clients’ in making their own investment decisions.
l) The Company is not able to guarantee the accuracy of the information presented by the technical indicators and it is neither a trading recommendation nor advice. The client is solely responsible for relying on such information and any investment strategy, transaction or investment shall be deemed to have been affected exclusively by the clients’ own decision. The Client agrees and acknowledges that he shall be exclusively responsible for any investment strategy, transaction or investment and he shall not rely on the Company for this purpose and the Company shall have no responsibility whatsoever, irrespective of any circumstances, for any such investment strategy, transaction or investment.
Appears in 1 contract
Sources: Terms and Conditions of Trade
Client Warranties.
22.1 The Client represents and warrants that:
(a) The Client states, confirms it has full power to appoint the Investment Manager on the terms of the Agreement;
(b) it has read and guarantees that any money handed fully understood the terms of the Agreement including the information in the Appendixes;
(c) (unless otherwise disclosed to the Company for any purpose, belong exclusively to the Client and are free of any lien, charge, pledge or any other burden. Further, whatever money is handed over to the Company by the Client is not in any manner whatsoever directly or indirectly proceeds of any illegal act or omission or product of any criminal activity.
bInvestment Manager) The Client it acts for himself as principal and not as a representative an agent, representative, trustee or a trustee custodian of someone else;
(d) any third person, unless
c) he information which it has produced, provided to the satisfaction of Investment Manager is complete and accurate and the Company, a document and/or powers of attorney enabling him to act as representative and/or trustee of any third person.
d) The Client agrees and understands that in the event that the Company has such proofs that are adequate to indicate that certain amounts, as classified in Paragraphs 5.1 and 5.2 of this Section, received provide any further information properly required by the Client are proceeds from illegal acts or products of any criminal activity and/or belonging to a third party, the Company reserves the right to refund these amounts to the sender, either this being the Client or a beneficial owner. Furthermore, the Client also agrees and understands that the Company may reverse any transactions performed in the Client’s Trading Account and may terminate this agreement. The Company reserves the right to take any legal action against the Client to cover and indemnify itself upon such an event and may claim any damages caused to the Company by the Client as a result of such an event.competent authority;
(e) The Client declares that he/she is over 18 (eighteen) years old, in case of natural person, or that it has full legal capacity, in case of legal person, to enter into this Agreement.
f) The Client understands and accepts that all transactions in relation to trade in any of the Financial Instruments, will be performed only through the Trading Platform provided by the Company and the Financial Instruments are not transferable to any other Trading Platform whatsoever.
g) The Client guarantees the authenticity and validity of any document documents handed over by the Client are valid and authentic;
(f) the entry into the Agreement and the performance of all its obligations hereunder, will not violate any law or rule applicable to the CompanyClient or any agreement by which the Client is bound or by which any of the Client’s assets are affected;
(g) the Client’s Financial Instruments and money are not in any direct or indirect way the proceeds of any illegal activity or used or intended to be used for illegal activities; and
(h) the Client is the legal and beneficial owner of the assets in the Portfolio, and the assets are free from all liens, charges or other encumbrances and no liens, charges or other encumbrances shall arise from the Client’s acts or omissions, except as may be stated in Schedule 1.
h22.2 The Client undertakes not to deal, except through the Investment Manager, with any of the investments and other assets comprised in the Portfolio or to authorise anyone else so to deal with them.
22.3 The Client will notify the Investment Manager forthwith if there is any material change in any such information provided under the Agreement.
22.4 The Client shall promptly give (or procure to be given) Any to the Investment Manager such information such as reportsthe Investment Manager may require to enable the Investment Manager to comply with all applicable disclosure obligations or requirements from time to time under the Cyprus Companies Law, newsCAP 113, opinions the Law and any rules or regulations of any other information are provided by relevant jurisdiction, exchange, market or regulatory authority in each case applicable from time to time to the Company with the purpose to facilitate the Client in making his own investment decisions and does not constitute personal investment advice. In case the Company is deemed, for any reason to provide any recommendation and/or adviceInvestment Manager, the Client hereby agrees that any transaction effected either by adopting or ignoring any such recommendation and/or advice shall be deemed to have been affected by and (or) the Client relying exclusively on his own judgment and investments comprised in the Company shall have no responsibility. The service of Investment Advice may be subject of some chargesPortfolio.
i) In regard to the price movement alerts displayed in the Company’s Trading Platform refer to the past and past performance is not a reliable indicator of future results. The Client agrees and understands that the price movement alerts do not constitute personal investment advice.
j) Provision of investment advice shall only be carried out by the Company after assessing the Client’s personal circumstances and suitability. The provision of reports, news, opinions and any other information by the Company to the Client does not constitute investment advice or investment research if the suitability of the client is not accessed by the Company.
k) The information presented by the technical indicators on the Company’s trading platform is indicative only and the client hereby agrees and acknowledges that the technical indicators are merely served to assist the clients’ in making their own investment decisions.
l) The Company is not able to guarantee the accuracy of the information presented by the technical indicators and it is neither a trading recommendation nor advice. The client is solely responsible for relying on such information and any investment strategy, transaction or investment shall be deemed to have been affected exclusively by the clients’ own decision. 22.5 The Client agrees and acknowledges that he shall be exclusively responsible any breach of any of the representations and warranties given by the Client under this clause 22 and any breach of any of the provisions of the Agreement by the Client (including any failure of the Client to provide information to the Investment Manager as provided for any investment strategy, transaction or investment and he shall not rely on under this clause 22) may adversely affect the Company for this purpose Client’s Portfolio and the Company shall have no responsibility whatsoever, irrespective provision of any circumstances, for any such investment strategy, transaction or investmentthe Services by the Investment Manager to the Client.
Appears in 1 contract
Sources: Portfolio Management Agreement
Client Warranties. The Client covenants, represents and warrants that, to the Client’s knowledge as of the Effective Date:
(a) The the provision of the Manufacturing by Patheon solely in respect of any Product pursuant to this Agreement as directed in the new drug application for the Product that was approved by the U.S. Food and Drug Administration or use or other disposition of any Product by Patheon as may be required to perform its obligations under this Agreement does not and will not infringe any Third Party Rights;
(b) there are no actions or other legal proceedings in the Territory, the subject of which is the infringement of Third Party Rights related to any of the Specifications, or the Product or any of the Active Materials and the Components provided by the Client statesto Patheon, confirms or the sale, use or other disposition of any Product Manufactured in accordance with the Specifications; and
(c) the Products, if labelled and guarantees that any money handed Manufactured in accordance with the Specifications and in compliance with applicable cGMPs, Applicable Laws, the Quality Agreement and this Agreement (i) may be lawfully sold and distributed in every jurisdiction in which the Client has Regulatory Authority approval to market such Products, (ii) ****, and (iii) will be safe for human consumption as directed on the Company approved labelling for any purposesuch Products. In addition, belong exclusively Client covenants, represents and warrants that:
(i) the Specifications for each of the Products are its or its Affiliate’s property or licensed to the Client and are free of any lien, charge, pledge or any other burden. Further, whatever money is handed over to the Company by that the Client is not in any manner whatsoever directly or indirectly proceeds of any illegal act or omission or product of any criminal activity.may lawfully disclose the Specifications to Patheon;
b(ii) The Client acts for himself and not as a representative or a trustee of any third person, unless
c) he has produced, to the satisfaction of the Company, a document and/or powers of attorney enabling him to act as representative and/or trustee of any third person.
d) The Client agrees and understands that in the event that the Company has such proofs that are adequate to indicate that certain amounts, as classified in Paragraphs 5.1 and 5.2 of this Section, received by the Client are proceeds from illegal acts or products of any criminal activity and/or belonging to a third party, the Company reserves the right to refund these amounts to the sender, either this being the Client or a beneficial owner. Furthermore, the Client also agrees and understands that the Company may reverse any transactions performed in the Client’s Trading Account and may terminate this agreement. The Company reserves the right to take any legal action against the Client to cover and indemnify itself upon such an event and may claim any damages caused to the Company by the Client knowledge as a result of such an event.
e) The Client declares that he/she is over 18 (eighteen) years old, in case of natural person, or that it has full legal capacity, in case of legal person, to enter into this Agreement.
f) The Client understands and accepts that all transactions in relation to trade in any of the Financial InstrumentsEffective Date, will be performed only through the Trading Platform any Intellectual Property provided by the Company and the Financial Instruments are not transferable to any other Trading Platform whatsoever.
g) The Client guarantees the authenticity and validity of any document handed over by the Client to Patheon in connection with the Company.provision of the Manufacturing according to the Specifications (i) is the ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Client’s or its Affiliate’s unencumbered property or is licensed to the Client, (ii) may be lawfully used as directed by the Client, and (iii) ****; and
h(iii) Any information such the Specifications for all Products, as reports, news, opinions or any other information are provided by the Company with the purpose Client to facilitate the Client in making his own investment decisions Patheon, conform to all applicable cGMPs and does not constitute personal investment advice. In case the Company is deemed, for any reason to provide any recommendation and/or advice, the Client hereby agrees that any transaction effected either by adopting or ignoring any such recommendation and/or advice shall be deemed to have been affected by the Client relying exclusively on his own judgment and the Company shall have no responsibility. The service of Investment Advice may be subject of some chargesApplicable Laws.
i) In regard to the price movement alerts displayed in the Company’s Trading Platform refer to the past and past performance is not a reliable indicator of future results. The Client agrees and understands that the price movement alerts do not constitute personal investment advice.
j) Provision of investment advice shall only be carried out by the Company after assessing the Client’s personal circumstances and suitability. The provision of reports, news, opinions and any other information by the Company to the Client does not constitute investment advice or investment research if the suitability of the client is not accessed by the Company.
k) The information presented by the technical indicators on the Company’s trading platform is indicative only and the client hereby agrees and acknowledges that the technical indicators are merely served to assist the clients’ in making their own investment decisions.
l) The Company is not able to guarantee the accuracy of the information presented by the technical indicators and it is neither a trading recommendation nor advice. The client is solely responsible for relying on such information and any investment strategy, transaction or investment shall be deemed to have been affected exclusively by the clients’ own decision. The Client agrees and acknowledges that he shall be exclusively responsible for any investment strategy, transaction or investment and he shall not rely on the Company for this purpose and the Company shall have no responsibility whatsoever, irrespective of any circumstances, for any such investment strategy, transaction or investment.
Appears in 1 contract
Sources: Manufacturing Agreement (Vanda Pharmaceuticals Inc.)
Client Warranties. aThe client represents and warrants that:
(I) All information supplied by the Client to Company is complete, true, accurate and not misleading in any material respect;
(II) The Client stateshas entered into this Agreement and will enter into any Contract thereunder as a principal and not as another party’s agent or representative;
(III) The Client is not subject to any legal disability and is not subject to any law or regulation preventing performance of this Agreement or any Contract or transaction entered into thereunder by the Client;
(IV) The Client has obtained all necessary consents, confirms licenses and guarantees that authorisations and has full power and authority to enter into this Agreement and any money handed Contract or transaction thereunder;
(V) The Client is in compliance with all laws and regulations to the Company for any purpose, belong exclusively to which the Client is subject in relation to this Agreement and any Contract or transaction thereunder including, without limitation, all tax laws and regulations, exchange control requirements, and registration requirements;
(VI) This Agreement and any Contract or transaction entered into thereunder create valid and binding obligations which are free enforceable against the Client in accordance with their terms (subject to applicable principles of equity) in the jurisdiction in which the Client is resident and do not violate the terms of any lienlaw, regulation, order, charge, pledge agreement or instrument by which the Client is bound or to which the Client’s assets are subject;
(VII) No Event of Default or any other burden. Furtherevent which may become (with the passage of time, whatever money the giving of notice, the making of any determination or any combination of these) an Event of Default (a “Potential Event of Default”) has occurred and is handed over continuing with respect to the Client;
(VIII) The Client is fully aware of the financial and other risks involved with trading under this Agreement and is willing and financially able to sustain a total loss of funds resulting from the Contracts and transactions entered into thereunder;
(IX) All cash given to Company by the Client to satisfy Margin requirements or for any other purpose is not in and will be free from any manner whatsoever directly charge, lien, pledge or indirectly proceeds of any illegal act or omission or product of any criminal activity.encumbrance and is also beneficially held by the Client;
b(X) The Client acts for himself has consistent and not as a representative or a trustee of any third person, unlessuninterrupted access to internet service and the e-mail address provided to Company on the Application Form;
c) he has produced, to the satisfaction of the Company, a document and/or powers of attorney enabling him to act as representative and/or trustee of any third person.
d(XI) The Client agrees and understands that will not enter into any Contract or transaction under this Agreement for the purposes of or in the event that the Company has such proofs that are adequate to indicate that certain amountsconnection with any placing, issue, distribution, offer, take-over, merger or other similar corporate finance-type transaction, as classified in Paragraphs 5.1 and 5.2 of this Section, received by the Client are proceeds from illegal acts or products of any criminal activity and/or belonging to a third party, the Company reserves the right to refund these amounts to the sender, either this being the Client or a beneficial owner. Furthermore, the Client also agrees and understands that the Company may reverse any transactions performed in the Client’s Trading Account and may terminate this agreement. The Company reserves the right to take any legal action against the Client to cover and indemnify itself upon such an event and may claim any damages caused to the Company by the Client as a result of such an event.applicable;
e(XII) The Client declares that he/she is over 18 will act in accordance with applicable law and regulations regarding market abuse, manipulation or misconduct, insider dealing and similar offences, as applicable; and
(eighteenXIII) years oldThe Client will not undertake any act nor engage in any activity, other than in case the normal course of natural personbusiness, which seeks to or that it has full legal capacitymay alter, distort or otherwise manipulate the relevant market or Underlying in case of legal person, relation to enter a Contract or transaction entered into under this Agreement.
f) The Client understands and accepts that all transactions in relation to trade in any of the Financial Instruments, will be performed only through the Trading Platform provided by the Company and the Financial Instruments are not transferable to any other Trading Platform whatsoever.
g) The Client guarantees the authenticity and validity of any document handed over by the Client to the Company.
h) Any information such as reports, news, opinions or any other information are provided by the Company with the purpose to facilitate the Client in making his own investment decisions and does not constitute personal investment advice. In case the Company is deemed, for any reason to provide any recommendation and/or advice, the Client hereby agrees that any transaction effected either by adopting or ignoring any such recommendation and/or advice shall be deemed to have been affected by the Client relying exclusively on his own judgment and the Company shall have no responsibility. The service of Investment Advice may be subject of some charges.
i) In regard to the price movement alerts displayed in the Company’s Trading Platform refer to the past and past performance is not a reliable indicator of future results. The Client agrees and understands that the price movement alerts do not constitute personal investment advice.
j) Provision of investment advice shall only be carried out by the Company after assessing the Client’s personal circumstances and suitability. The provision of reports, news, opinions and any other information by the Company to the Client does not constitute investment advice or investment research if the suitability of the client is not accessed by the Company.
k) The information presented by the technical indicators on the Company’s trading platform is indicative only and the client hereby agrees and acknowledges that the technical indicators are merely served to assist the clients’ in making their own investment decisions.
l) The Company is not able to guarantee the accuracy of the information presented by the technical indicators and it is neither a trading recommendation nor advice. The client is solely responsible for relying on such information and any investment strategy, transaction or investment shall be deemed to have been affected exclusively by the clients’ own decision. The Client agrees and acknowledges that he shall be exclusively responsible for any investment strategy, transaction or investment and he shall not rely on the Company for this purpose and the Company shall have no responsibility whatsoever, irrespective of any circumstances, for any such investment strategy, transaction or investment.
Appears in 1 contract
Sources: Client Agreement
Client Warranties. Client covenants, represents and warrants to Halo that:
(a) The Client states, confirms and guarantees that any money handed to the Company for any purposebest of Client’s knowledge, belong exclusively the preliminary copy of the Specifications provided by Client to the Client Halo further to Section 3.3 is true and are free of any lienaccurate in all material respects, charge, pledge or any other burden. Further, whatever money is handed over to the Company by the Client is not in any manner whatsoever directly or indirectly proceeds of any illegal act or omission or product of any criminal activity.
b) The Client acts for himself and not as a representative or a trustee of any third person, unless
c) he has producedand, to the satisfaction best of Client’s knowledge, there will be no material change to such Specifications;
(b) it shall at all times comply with all material Applicable Laws relating to its activities under this Agreement, and in particular (i) all Product delivered to Client by Halo hereunder shall be held, used, distributed, sold and otherwise disposed of by or on behalf of Client in accordance with all Applicable Laws and (ii) all artwork, the Companycontent of all Packaging, a document and/or powers and all other Specifications delivered by or on behalf of attorney enabling him Client to act as representative and/or trustee of any third person.
d) The Client agrees and understands that Halo for use in the event that the Company has such proofs that are adequate to indicate that certain amounts, as classified in Paragraphs 5.1 and 5.2 of this Section, received by the Client are proceeds from illegal acts Manufacturing Services shall comply with Applicable Law;
(c) it owns or products of any criminal activity and/or belonging to a third party, the Company reserves is licensed (with the right to refund these amounts sublicense to Halo) to all right, title and interest in and to all Intellectual Property rights relating to the senderProduct (other than Halo’s Intellectual Property) provided by Client to Halo for use in connection with providing Manufacturing Services, either and such Intellectual Property (i) may lawfully be used by Halo in connection with providing Manufacturing Services and (ii) so long as Halo uses such Intellectual Property solely as contemplated by this being Agreement, such use, to the Client best of Client’s knowledge, does not and will not infringe, violate or a beneficial owner. Furthermoremisuse any Third Party Rights;
(d) to the best of Client’s knowledge, the Client also agrees manufacture of the Product in accordance with the Specifications, and understands that the Company may reverse any transactions performed use of the API and PEO in the Client’s Trading Account Product in the Territory, do not and may terminate this agreement. The Company reserves will not infringe, violate or misuse any applicable United States or foreign Third Party Rights, and it has no knowledge of any actual or threatened claims, actions or proceedings alleging the right to take infringement, violation or misuse of any legal action against Third Party Rights in connection with the Client to cover and indemnify itself upon such an event and may claim any damages caused to manufacture of the Company by Product or the Client as a result use of such an event.the API or PEO in the Product in the Territory; and
(e) The Client declares that he/she is over 18 (eighteen) years old, in case shall have contractually required its suppliers of natural person, or that it has full legal capacity, in case of legal person, API and PEO provided to enter into this Agreement.
f) The Client understands and accepts that all transactions in relation to trade in any of the Financial Instruments, will be performed only through the Trading Platform provided by the Company and the Financial Instruments are not transferable to any other Trading Platform whatsoever.
g) The Client guarantees the authenticity and validity of any document handed over by the Client to the Company.
h) Any information such as reports, news, opinions or any other information are provided by the Company with the purpose to facilitate the Client in making his own investment decisions and does not constitute personal investment advice. In case the Company is deemed, for any reason to provide any recommendation and/or advice, the Client hereby agrees that any transaction effected either by adopting or ignoring any such recommendation and/or advice shall be deemed Halo hereunder to have been affected manufactured in accordance with Applicable Law, including cGMPs, and at the time of delivery under Section 3.4 to meet all applicable Specifications and not be adulterated, misbranded or mislabeled within the meaning of Applicable Laws;
(f) the Injection Molding Machines are of a size, design capacity, and manufacture selected by Client, and as of the Client relying exclusively on his own judgment and Effective Date the Company shall have no responsibility. The service of Investment Advice may be subject of some charges.
IM Machines are (i) In regard suitable for Client’s purposes, (ii) sufficient to produce the quantities of Product that Client expects to order hereunder subject to the price movement alerts displayed capacity constraints described in Section 3.2(c), (iii) are compliant with cGMPs, and (iv) have been delivered and installed in good operating condition; and
(g) each of the Company’s Trading Platform refer to the past API Cost and past performance is not a reliable indicator of future results. The Client agrees and understands that the price movement alerts do not constitute personal investment advice.
j) Provision of investment advice shall only be carried out by the Company after assessing the PEO Cost accurately reflects Client’s personal circumstances actual, out-of-pocket cost to procure the API and suitabilityPEO, respectively, from its Third Party vendors and provide it to Halo. The provision of reports, news, opinions [*****] Material omitted and any other information by separately filed with the Company to the Client does not constitute investment advice or investment research if the suitability of the client is not accessed by the CompanyCommission under a request for confidential treatment.
k) The information presented by the technical indicators on the Company’s trading platform is indicative only and the client hereby agrees and acknowledges that the technical indicators are merely served to assist the clients’ in making their own investment decisions.
l) The Company is not able to guarantee the accuracy of the information presented by the technical indicators and it is neither a trading recommendation nor advice. The client is solely responsible for relying on such information and any investment strategy, transaction or investment shall be deemed to have been affected exclusively by the clients’ own decision. The Client agrees and acknowledges that he shall be exclusively responsible for any investment strategy, transaction or investment and he shall not rely on the Company for this purpose and the Company shall have no responsibility whatsoever, irrespective of any circumstances, for any such investment strategy, transaction or investment.
Appears in 1 contract
Sources: Drug Product Manufacturing Services Agreement (Egalet Corp)