Covenants Warranties. SECTION 3.01. Payment of Principal, Premium (if any) and Interest..................................................32 SECTION 3.02. Maintenance of Office or Agency...........................32 SECTION 3.03. Money for Bond Payments to Be Held in Trust...............33 SECTION 3.04. Corporate Existence of Owner Trustee......................35 SECTION 3.05. Trust Existence...........................................35 SECTION 3.06. Payment of Taxes and Other Claims.........................35 SECTION 3.07. Protection of Trust Estate................................36 SECTION 3.08. Opinions as to Trust Estate...............................37 SECTION 3.09. Performance of Obligations................................37 SECTION 3.10. Payment of Certain Fees...................................38
Covenants Warranties. 81 SECTION 10.1 Payment of Principal and Interest.............................................. 81 SECTION 10.2 Maintenance of Office or Agency................................................ 81 SECTION 10.3 Fiscal Agent; Money for Note Payments to be Held in Trust...................... 82 SECTION 10.4
Covenants Warranties. You expressly acknowledge and agree to the following:
Covenants Warranties. Section 9.01.
Covenants Warranties and Representations of Capstone. Capstone covenants, warrants, and represents to Executive the following:
(a) On and after the Effective Time and for as long as is necessary to permit Executive to sell all the Restricted Securities pursuant to Rule 145 of the Securities Act and, to the extent applicable, Rule 144 of the Securities Act, Capstone shall use its best efforts to file on a timely basis all reports required to be filed by it pursuant to Section 13 or 15(d) of the Exchange Act.
(b) Capstone shall remove the restrictive legend described above and cancel all stop transfer instructions applicable to any certificates representing Restricted Securities that are sold or otherwise transferred by Executive to a third party in compliance with the provisions of this Agreement.
(c) Capstone acknowledges that it will promptly authorize a transfer of any Restricted Securities that are sold by Executive pursuant to Rule 145(d) of the Securities Act if it receives separate representation letters in customary form from Executive and the broker making the sale that confirm that all applicable conditions of Rule 145(d) of the Securities Act have been satisfied in connection with the transaction, and that it does not have any reasonable basis to believe that the sale was not made in compliance with the conditions of Rule 145(d) of the Securities Act.
(d) Upon request of Executive, Capstone shall remove the restrictive legend on, and cancel any stop transfer instructions applicable to, every certificate representing Restricted Securities, if the provisions of Rule 145(d)(2) of the Securities Act have been satisfied.
Covenants Warranties. A. Consultant represents that its member Dib has the requisite expertise, ability and legal right to perform and provide the Services. Dib shall perform the Services in a timely, efficient and professional manner, consistent with industry standards. When on ACT's or Mytogen's premises Dib shall comply with ACT's and Mytogen's policies and procedures. Consultant shall take such steps as reasonably necessary to prevent personal injury or property damage by its employees, agents or subcontractors in the course of performing Services hereunder. Consultant shall indemnify, defend and hold harmless ACT and Mytogen from and against any loss, claim, liability or damages (including reasonable attorneys' fees) incurred by ACT or Mytogen arising out of or resulting from, directly or indirectly, a breach by Consultant of any of the representations or warranties made by Dib under this Agreement or the gross negligence or willful misconduct of Consultant and/or its members, employees, agents or subcontractors, except for any loss, claim, liability or damages (including reasonable attorneys' fees) caused by ACT's or Mytogen's (and/or ACT's or Mytogen's shareholders, directors, officers, employees, agents or subcontractors) gross negligence, willful misconduct or fraud. ACT and Mytogen, jointly and severally, shall indemnify, defend and hold harmless Consultant from and against any loss, claim, liability or damages (including reasonable attorneys' fees) incurred by Consultant arising out of or resulting from, directly or indirectly, a breach by Mytogen or ACT of any of the representations or warranties made by Mytogen or ACT under this Agreement or the gross negligence or willful misconduct of Mytogen and/or ACT and/or its employees, agents or subcontractors, except for any loss, claim, liability or damages (including reasonable attorneys' fees) caused,by Consultant's gross negligence, willful misconduct or fraud.
B. Consultant represents and warrants that (i) Consultant shall perform and provide the Services in accordance with all applicable laws, rules and regulations related to the performance of the Services; (ii) the Work Product (defined in Section 6 herein) prepared for Mytogen under this Agreement does not, to Consultant's knowledge, infringe any copyright, patent, trademark or any other proprietary right of any third party; (iii) Consultant is authorized to enter into this Agreement; (iv) Consultant is not under any obligation to any person, firm, corporation or ...
Covenants Warranties and Representations of Nurescell ------------------------------------------------------- Nurescell hereby makes the following warranties and representations to ATI and its successors and assigns which warranties and representation will be effective as of the date of this Agreement and the date of the exercise of the License Option by ATI without any further writing or action on the part of Nurescell:
8.1. Nurescell is the owner of all the intellectual and proprietary rights of the Technology and no other person or entity has any claim to any proprietary or intellectual property right or interest therein and that Nurescell has the authority to grant this license to ATI without the consent of any other person or entity. Nurescell shall defend of behalf of ATI at Nurescell's expense, and shall hold ATI harmless in any action at law of suit in equity that may be brought against ATI at any time for infringement of any processes, know-how, technology, patents, patent rights, licenses, inventions and other intellectual property rights and improvements or enhancements relating to the Technology.
8.2. Nurescell has not granted any previous licenses of the Technology in the Territory to any other person or entity and the granting of this license will not violate any other license agreement, indenture, security agreement, loan agreement, or any other agreement to which Nurescell is a party or any obligation of Nurescell.
8.3. Nurescell has not received any notice from any third party claiming an interest in the Technology or in any of the proprietary or intellectual property rights associated therewith, which would violate this Agreement or any other agreement hereto.
Covenants Warranties and Representations of ATI ------------------------------------------------- ATI hereby covenants, warrants, and represents that:
9.1 ATI is familiar with the quality standards that NURESCELL utilizes in connection with its use and licensing of the Technology and ATI shall utilize the same standards of quality in respect of all products manufactured and sold by ATI.
Covenants Warranties. 61 Section 9.01. Maintenance of Office or Agency.......................................................61 Section 9.02. Existence.............................................................................61 Section 9.03. Payment of Taxes and Other Claims.....................................................61 Section 9.04. Validity of the Bonds; Title to the Trust Estate; Lien................................61 Section 9.05 Protection of Trust Estate............................................................62 Section 9.06. Negative Covenants....................................................................62 Section 9.07. Statement as to Compliance............................................................63 Section 9.08. Issuer may Consolidate, Etc., only on Certain Terms...................................63 Section 9.09
Covenants Warranties. SECTION 3.01. Payment of Principal, Premium (if any) and Interest............ SECTION 3.02. Maintenance of Office or Agency................................ SECTION 3.03. Money for Bond Payments to Be Held in Trust.................... SECTION 3.04. Corporate Existence of Owner Trustee........................... SECTION 3.05.
