Epoch. Epoch represents and warrants to IMCO that (i) the retention of Epoch by IMCO as contemplated by this Agreement is authorized by Epoch’s governing documents; (ii) the execution, delivery, and performance of this Agreement does not violate any obligation by which Epoch or its property is bound, whether arising by contract, operation of law or otherwise; (iii) this Agreement has been duly authorized by appropriate action of Epoch and when executed and delivered by Epoch will be a legal, valid, and binding obligation of Epoch, enforceable against Epoch in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency, and similar laws affecting creditors’ rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or law); (iv) Epoch is registered as an investment adviser under the Advisers Act; (v) Epoch has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and that Epoch and certain of its employees, officers, partners, and directors are subject to reporting requirements thereunder and, accordingly, agrees that it shall, on a timely basis, furnish a copy of such code of ethics to IMCO, and, with respect to such persons, Epoch shall furnish to IMCO all reports and information provided under Rule 17j-1(c)(2); (vi) Epoch is not prohibited by the 1940 Act, the Advisers Act or other law, regulation, or order from performing the services contemplated by this Agreement; (vii) Epoch will promptly notify IMCO of the occurrence of any event that would disqualify Epoch from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (viii) Epoch has provided IMCO with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments to IMCO at least annually; (ix) Epoch will notify IMCO of any “assignment” (as defined in the 0000 Xxx) of this Agreement or change of control of Epoch, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of any Fund Account or senior management of Epoch, in each case prior to or promptly after, such change; and (x) Epoch has adequate disaster recovery and interruption prevention measures to ensure business resumption in accordance with applicable law and within industry standards. Epoch makes no representation or...
Epoch. Epoch shall be liable for any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which the Trust, a Fund, AMCO, any affiliated persons thereof (within the meaning of the 0000 Xxx) and any controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (the 1933 Act)) (collectively, AMCO Indemnities) may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of (i) any gross negligence, willful misfeasance, bad faith, or reckless disregard of Epoch in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Funds or the omission to state therein a material fact known to Epoch which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished in writing to AMCO or the Trust by Epoch Indemnities (as defined below) for use therein. Epoch shall indemnify and hold harmless the AMCO Indemnities for any and all such losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses); provided, however, that in no case is Epoch’s indemnity hereunder deemed to protect a person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence, or reckless disregard of Epoch in performance of its duties under this Agreement or the Investment Advisory Agreement with the Trust.
Epoch. The epoch time, in Greenwich Mean Time (GMT), of the expected launch vehicle liftoff time;
Epoch. Epoch represents and warrants to Amersham that (i) Epoch has all necessary corporate power and authority to enter into this Agreement and to perform all of its obligations hereunder, (ii) this Agreement has been duly authorized, executed and delivered by Epoch, (iii) the execution, delivery and performance by Epoch of this Agreement, and the consummation of the transactions contemplated hereby, do not violate or conflict with the charter or bylaws of Epoch, any material contract, agreement or instrument to which Epoch is a party or by which it or its properties are bound, or any judgment, decree, order or award of any court, governmental body or arbitrator by which Epoch is bound, or any law, rule or regulation applicable to Epoch, (iv) to the best of Epoch's actual knowledge, without investigation, the manufacture, distribution or sale of the Products, and any parts thereof, does not constitute an infringement of any patent, copyright, trademark, trade secret or other proprietary rights of a third party under the laws of the country of destination and (v) there is no pending or, to its best knowledge, there is no pending or threatened claim, action, suit or proceeding involving a claim that the manufacture, distribution or sale of any Products infringes or violates the intellectual, proprietary or other rights of any other Person.
Epoch. Epoch represents and warrants to Qiagen that (a) Epoch has all necessary corporate power and authority to enter into this Agreement and to perform all of its obligations hereunder, (b) this Agreement has been duly authorized, executed and delivered by Epoch, (c) the execution, delivery -------- * CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH COMMISSION. and performance by Epoch of this Agreement, and the consummation of the transactions contemplated hereby, do not violate or conflict with the charter or bylaws of Epoch, any material contract, agreement or instrument to which Epoch is a Party or by which it or its properties are bound, or any judgment, decree, order or award of any court, governmental body or arbitrator by which Epoch is bound, or any law, rule or regulation applicable to Epoch, and (d) there is no pending and, to its best knowledge, there is no pending or threatened claim, action, suit or proceeding involving a claim that the manufacture, distribution or sale of any Products as contemplated herein would infringe or violate the intellectual, proprietary or other rights of any other Person, excluding any activities described in Section 2.3(c).
