CONFORMANCE WITH LAW; REPRESENTATION Sample Clauses

CONFORMANCE WITH LAW; REPRESENTATION. CombinatoRx shall perform the Services and discharge obligations under this Agreement and each Statement of Work in conformance with (i) professional standards and practices, (ii) this Agreement and the applicable Statement of Work, and (iii) all applicable laws and regulations. Without limiting the generality of the foregoing, CombinatoRx shall retain all records relating to the Services and CombinatoRx's performance of this Agreement and the Statements of Work for the time periods required by applicable federal regulations. CombinatoRx represents and warrants to Novartis that CombinatoRx owns or has a license to all patents, copyrights, trade secrets and proprietary information used in the performance of the Services (other than patents, copyrights, trade secrets or proprietary information that may be required as a result of performance of the Services using, in - 11 - particular, the Materials provided by or on behalf of Novartis) and has the right to perform Services and discharge obligations pursuant to this Agreement and each Statement of Work and to grant rights to Novartis pursuant hereto and thereto, free and clear of all encumbrances and without the need for any third party consent, and CombinatoRx's performance of Services and discharge of obligations pursuant to this Agreement and each Statement of Work and its grant of rights to Novartis and Novartis' exercise of rights pursuant hereto and thereto will not infringe or violate any patent, copyright, trade secret, proprietary or other right of any third party. CombinatoRx represents and warrants to Novartis that all individuals performing the Services for or on behalf of CombinatoRx have entered into agreements with CombinatoRx providing for the assignment to CombinatoRx of all inventions and discoveries made or arising in the course of the performance of the Services. CombinatoRx shall indemnify and hold harmless Novartis and its Affiliates from and against any and all claims, proceedings, damages or liabilities arising out of the breach of the foregoing representations and warranties.
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CONFORMANCE WITH LAW; REPRESENTATION. Provider shall use commercially reasonable efforts to perform the Services and discharge obligations under this Agreement and the Transition Services Statement of Work in conformance with (i) professional standards and practices, (ii) this Agreement and the Transition Services Statement of Work, and (iii) all applicable laws and regulations. Without limiting the generality of the foregoing, Provider shall retain all records relating to the Services and Provider’s performance of this Agreement and the Transition Services Statement of Work for the time periods required by applicable federal regulations.
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CONFORMANCE WITH LAW; REPRESENTATION. Provider shall perform the Services and discharge obligations under this Agreement and each Statement of Work in conformance with (i) professional standards and practices, (ii) this Agreement and the applicable Statement of Work, and (iii) all applicable laws and regulations. Without limiting the generality of the foregoing, Provider shall retain all records relating to the Services and Provider's performance of this Agreement and the Statements of Work for the time periods required by applicable federal regulations. Provider represents and warrants to Purchaser that Provider owns or has a license to all patents, copyrights, trade secrets and proprietary information used in the performance of the Services (other than patents, copyrights, trade secrets or proprietary information that may be required as a result of performance of the Services using any Materials provided by or on behalf of Purchaser or any other compounds or materials in which third parties have or may have Services Agreement(6) A-10 intellectual property rights ("Third Party Compound IP Rights")) and (subject only to any such Third Party Compound IP Rights) has the right to perform Services and discharge obligations pursuant to this Agreement and each Statement of Work and to grant rights to Purchaser pursuant hereto and thereto, free and clear of all encumbrances, without the need for any third party consent, and without infringing or violating any patent, copyright, trade secret, proprietary or other right of any third party. Provider represents and warrants to Purchaser that all individuals performing the Services for or on behalf of Provider have entered into agreements with Provider providing for the assignment to Provider of all inventions and discoveries made or arising in the course of the performance of the Services. Provider shall indemnify and hold harmless Purchaser and its Affiliates from and against any and all claims, proceedings, damages or liabilities arising out of the breach of the foregoing representations and warranties.
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Related to CONFORMANCE WITH LAW; REPRESENTATION

  • Compliance with Law, Etc No Loan Party or any of its Subsidiaries is in violation of (i) any of its Governing Documents, (ii) any Requirement of Law, or (iii) any material term of any Contractual Obligation (including, without limitation, any Material Contract) binding on or otherwise affecting it or any of its properties, and no default or event of default has occurred and is continuing thereunder.

  • Litigation; Compliance with Law Except as disclosed, there is no (i) action, suit, claim, proceeding or investigation pending or, to the best of the Company’s knowledge, threatened against or affecting the Company, at law or in equity, or before or by any municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; (ii) arbitration proceeding relating to the Company pending under collective bargaining agreements or otherwise; or (iii) governmental inquiry pending or, to the best of the Company’s knowledge, threatened against or affecting the Company (including, without limitation, any inquiry as to the qualification of the Company to hold or receive any license or permit), and, to the best of the Company’s knowledge, there is no reasonable basis for any of the foregoing. The Company is not in default with respect to any governmental order, writ, judgment, injunction or decree known to or served upon the Company of any court or of any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. There is no action or suit by the Company pending or threatened against others. The Company has complied in all respects with all laws, rules, regulations and orders applicable to its businesses, operations, properties, assets, products and services, and the Company has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, except to the extent failure to comply or obtain any such permits, licenses or authorizations will not have a material adverse effect. There is no existing law, rule, regulation or order, and the Company is not aware of any proposed law, rule, regulation or order, which would prohibit or materially restrict the Company from, or otherwise materially and adversely affect the Company in, conducting its business in any jurisdiction in which it is now conducting business or in which it proposes to conduct business.

  • Inspection; Compliance with Law Lessor, Lessor's agents, employees, contractors and designated representatives, and the holders of any mortgages, deeds of trust or ground leases on the Premises ("Lenders") shall have the right to enter the Premises at any time in the case of an emergency, and otherwise at reasonable times, for the purpose of inspecting the condition of the Premises and for verifying compliance by Lessee with this Lease and all Applicable Requirements (as defined in Paragraph 6.3), and Lessor shall be entitled to employ experts and/or consultants in connection therewith to advise Lessor with respect to Lessee's activities, including but not limited to Lessee's installation, operation, use, monitoring, maintenance, or removal of any Hazardous Substance on or from the Premises. The costs and expenses of any such inspections shall be paid by the party requesting same, unless a Default or Breach of this Lease by Lessee or a violation of Applicable Requirements or a contamination, caused or materially contributed to by Lessee, is found to exist or to be imminent, or unless the inspection is requested or ordered by a governmental authority as the result of any such existing or imminent violation or contamination. In such case, Lessee shall upon request reimburse Lessor or Lessor's Lender, as the case may be, for the costs and expenses of such inspections.

  • Existence; Compliance with Law Each Group Member (a) is duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization, (b) has the power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or other organization and in good standing (if applicable) under the laws of each jurisdiction where the failure to be so qualified or in good standing could reasonably be expected to have a Material Adverse Effect and (d) is in material compliance with all Requirements of Law except in such instances in which (i) such Requirement of Law is being contested in good faith by appropriate proceedings diligently conducted and the prosecution of such contest would not reasonably be expected to result in a Material Adverse Effect, or (ii) the failure to comply therewith, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

  • Litigation; Compliance with Laws (a) There are no actions, suits or proceedings at law or in equity by or before any Governmental Authority now pending or, to the knowledge of any Company, threatened against or affecting any Company or any business, Property or rights of any such Person (i) that involve any Loan Document or the Transactions or (ii) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

  • Compliance with Law The Company shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision of the Plan and this Agreement, the Company shall not be obligated to issue any Common Stock pursuant to this Agreement if the issuance thereof would result in a violation of any such law.

  • Compliance with Laws, Etc Comply, and cause each of its Subsidiaries to comply with all applicable laws, rules, regulations and orders, such compliance to include, without limitation, compliance with ERISA and Environmental Laws, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

  • COMPLIANCE WITH LAWS IN GENERAL Company, Shareholders and Company's licensed professional employees, and the conduct of the Business and use of the Assets, have complied with all applicable laws, rules, regulations and licensing requirements, including, without limitation, the Federal Environmental Protection Act, the Occupational Safety and Health Act, the Americans with Disabilities Act and any environmental laws and medical waste laws, and there exist no violations by Company, any Shareholder or any licensed professional employee of Company of any Federal, state or local law or regulation. Company and Shareholders have not received any notice of a violation of any Federal, state and local laws, regulations and ordinances relating to the operations of the Business and Assets and no notice of any pending inspection or violation of any such law, regulation or ordinance has been received by Company.

  • Agreements’ Compliance with Laws This Agreement, the Investment Management Agreement and the Fee Agreements comply in all material respects with all applicable provisions of the 1940 Act, the 1940 Act Rules and Regulations, the Advisers Act and the Advisers Act Rules and Regulations.

  • General Compliance With Laws 20 12. Termination ............................................................. 21 13.

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