Execution and Performance. Employee agrees and understands that this Agreement is being executed, in whole or in part, in Xxxxxxxxxx Parish, Louisiana. Additionally, performance of this Agreement is to be rendered, in whole or in part, in Xxxxxxxxxx Parish, Louisiana. Employee further understands and acknowledges that the employment relationship between Employee and the Company is principally centered and based in Xxxxxxxxxx Parish, Louisiana.
Execution and Performance. The Development Program shall allocate among the Parties responsibility for each of the activities described therein. The Parties shall use commercially reasonable and diligent efforts to conduct the activities described in the Development Plan. The Development Plan shall be supervised by the Program Management Team. The Program Management Team will coordinate preclinical and clinical testing of the Collaboration Products and work with designated individuals at Dyax and Genzyme in the preparation of Regulatory Approval filings for the Collaboration Products.
Execution and Performance. The Director represents to the Company that the Director’s execution and performance of this Agreement shall not be in violation of any agreement or obligation (whether or not written) that the Director may have with or to any person or entity, including without limitation, any prior or current employer. The Director hereby acknowledges and agrees that this Agreement (and any other agreement or obligation referred to herein) shall be an obligation solely of the Company, and the Director shall have no recourse whatsoever against any stockholder of the Company or any of their respective affiliates with regard to this Agreement.
Execution and Performance. Such Party’s execution and performance of this Agreement and the transactions contemplated hereby do not constitute a breach of any term or provision of, or a default under, (i) any contract or agreement to which it or any of its Affiliates is a party or by which it or any of its Affiliates or its or their property is bound, (ii) its organizational laws or documents, or (iii) any Applicable Law. To the knowledge of each Party, there are no commitments to third parties that may impair or otherwise adversely affect the performance of such Party under this Agreement, or the construction, installation or function of a System on the Property.
Execution and Performance. The Corporation will duly execute and deliver this Agreement, the Subscription Agreements, the Subscription Agreements, the Subscription Receipt Agreement and the Warrant Indenture at the Closing Time, and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the Corporation.
Execution and Performance. Such Party’s execution and performance of this Cell Owner Agreement and the transactions contemplated hereby do not constitute a breach of any term or provision of, or a default under, (i) any contract or agreement to which it or any of its Affiliates is a party or by which it or any of its Affiliates or its or their property is bound, (ii) its governance and/or constitutional documents or (iii) any Legal Requirements;
Execution and Performance. The Development Program shall allocate between the Parties responsibility for each of the activities described therein. Each Party may subcontract portions of the activities allocated to it under a Development Plan to any of its Affiliates or to a Third Party with the prior approval of the other Party (such Affiliate or Third Party being referred to herein as a “Permitted Subcontractor”), provided that (i) the subcontracting Party shall be responsible for the performance of its Permitted Subcontractors and (ii) all Inventions discovered, made or conceived by each Permitted Contractor in the course of the performance of such activities shall be assigned to the subcontracting Party in a manner consistent with Sections 9.1.1 and 9.1.3 below and licensed to the other Party pursuant to Article 3 above. The Parties shall use, and shall cause their Permitted Subcontractors to use, commercially reasonable and diligent efforts to conduct the activities described in the Development Plan and in so doing shall prepare and maintain proper records, including laboratory notebooks prepared and maintained in accordance with commercial scientific practice, detailing such activities. The Parties acknowledge and agree that each Development Plan shall allocate primary responsibility for various activities as follows:
Execution and Performance. The Loan Documents have been duly authorized by all necessary action, duly executed and delivered, and constitute the valid and legally binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms. Borrower has and will continue to have during the Loan Term all requisite power and authority to perform its obligations under the Loan Documents.
Execution and Performance. Neither the execution, delivery nor performance by Franchisee of this Agreement or any other agreements contemplated hereby will conflict with, or result in a breach of any term or provision of Franchisee’s charter, by-laws, articles of organization, or partnership agreement and/or other governing documents and any amendments thereto, any indenture, mortgage, deed of trust or other material contract or agreement to which Franchisee is a party or by which it or any of its assets are bound, or breach any order, writ, injunction or decree of any court, administrative agency or governmental body.
Execution and Performance. The Development Program shall ------------------------- allocate among the Parties responsibility for each of the activities described therein. The Parties shall use commercially reasonable and diligent efforts to conduct the activities described in the Development Plan. The Development Plan shall be supervised by the Program Management Team. The Program Management Team will coordinate preclinical and clinical testing of the Collaboration Products in the Territory and work with designated individuals at BioMarin and Genzyme in the preparation of Regulatory Approval filings for the Collaboration Products and filing the same with regulatory agencies designated by the Steering Committee. The Parties acknowledge and agree that their current intention is that the Development Program will focus as its first priority on completion of a clinical development program as necessary to file a BLA for and in the United States. It is further acknowledged and agreed, however, that when and to the extent the Steering Committee determines that it is appropriate, complementary development efforts will be conducted in other countries where such activities need to be performed in such other countries for Regulatory Approval.
