Execution, Delivery and Performance of the Agreement Sample Clauses

Execution, Delivery and Performance of the Agreement. PROTEON has taken all necessary corporate action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations under this Agreement. This Agreement has been duly executed and delivered on behalf of PROTEON, and constitutes a legal, valid, binding obligation, enforceable against PROTEON and its successors and assigns in accordance with its terms, except as enforceability may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and by general equitable principles. The execution, delivery and performance of this Agreement does not * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. breach, violate, contravene or constitute a default under any contracts, arrangements or commitments to which PROTEON is a party or by which it is bound nor does the execution, delivery and performance of this Agreement by PROTEON violate any order, law or regulation of any court, governmental body or administrative or other agency having authority over it.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Execution, Delivery and Performance of the Agreement. Client has taken all necessary corporate action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations under this Agreement. This Agreement has been duly executed and delivered on behalf of Client, and constitutes a legal, valid, binding obligation, enforceable against Client and its successors and assigns in accordance with its terms, except as enforceability may be limited by bankruptcy, fraudulent conveyance, insolvency, eorganization, moratorium, and other laws relating to or affecting creditors’ rights generally and by general equitable principles. The execution, delivery and performance of this Agreement does not breach, violate, contravene, or constitute a default under any contracts, arrangements or commitments to which Client is a party or by which it is bound nor does the execution, delivery, and performance of this Agreement by Client violate any order, law, or regulation of any court, governmental body, or administrative or other agency having authority over it. Ology Bioservices, Inc. 14
Sample 1
Execution, Delivery and Performance of the Agreement. Neither the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement (including the Spin-Off Agreements and the Transition Services Agreement) nor the consummation of any of the transactions contemplated by this Agreement or any such other agreements (including the Spin-Off Agreements and the Transition Services Agreement), nor the receipt, possession or use by Purchaser or any Affiliate of Purchaser of the User Data or Personal Data of any Company Service Provider or any other data or information in the Company Databases, nor the assignment and transfer of any Company IP, will result directly or indirectly in (i) any material violation of any Company Privacy Policy, Privacy Requirement, Company Contract or any other applicable Legal Requirement or (ii) requirement to notify any Person or Governmental Authority under Company Privacy Policies, Privacy Requirements or Company Contracts relating to privacy, security or Personal Data. Access to and collection of all Company Data, Personal Data and User Data currently used in the Retained Business or necessary for the conduct of the Retained Business as currently conducted or currently contemplated by the Acquired Companies to be conducted will not be terminated or discontinued and will continue immediately after the Closing Date for Processing by the Company, 340B OpCo and PHSS following the consummation of the transactions contemplated by this Agreement or any of the other agreements referred to in this Agreement (including the Spin-Off Agreements and the Transition Services Agreements) on substantially the same terms and conditions as existed immediately before the consummation of the transactions contemplated by this Agreement or any of the other agreements referred to in this Agreement (including the Spin-Off Agreements and the Transition Services Agreements). No Company Contract relating to privacy, security or Personal Data contains any provision allowing a customer to terminate such Company Contract without cause in a manner that would, or would reasonably be expected to, adversely impact any Company Product, the operation of the Retained Business or any benefits received by any Acquired Company under such Company Contract. The Acquired Companies have not received any notice from any customer or other Person indicating, suggesting or providing the Acquired Companies with reason to believe that such Person intends to terminate any existing HIPAA bu...
Sample 1
Execution, Delivery and Performance of the Agreement. FibroGen has taken all necessary corporate action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations under this Agreement. This Agreement has been duly executed and delivered on behalf of FibroGen, and constitutes a legal, valid, binding obligation, enforceable against FibroGen and its successors and assigns in accordance with its terms and conditions.
Sample 1
Execution, Delivery and Performance of the Agreement. Astellas has taken all necessary corporate action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations under this Agreement. This Agreement has been duly executed and delivered on behalf of Astellas, and constitutes a legal, valid, binding obligation, enforceable against Astellas and its successors and assigns in accordance with its terms and conditions.
Sample 1
Execution, Delivery and Performance of the Agreement. FibroGen has taken all necessary corporate action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations under this Agreement. This Agreement shall be duly executed and delivered on behalf of FibroGen, and constitute a legal, valid, binding obligation, enforceable against FibroGen and its successors and assigns in accordance with its terms and conditions. The execution, delivery and performance of this Agreement does not materially breach, conflict with, violate, contravene or constitute a default under any contracts, arrangements or commitments to which FibroGen is a party or by which it is bound nor does the execution, delivery and performance of this Agreement by FibroGen violate any order, law or regulation of any court or Regulatory Authority having authority over it.
Sample 1

Related to Execution, Delivery and Performance of the Agreement

  • Performance of the Agreement 2.1 The Designer must make every effort to perform the work commissioned carefully and independently, to promote the client’s interests to the best of his or her ability and to aim to achieve a result that is useful to the client, as can and may be expected of a reasonably and professionally acting designer. To the extent necessary the Designer must keep the client informed of the progress of the work. 2.2 The client must do any and all things that are reasonably necessary or required to enable the Designer to deliver punctually and properly, such as supplying (or causing the supply of) complete, sound and clear data or materials in a timely manner of which the Designer states or of which the client understands or should reasonably understand that they are necessary for the performance of the agreement. 2.3 Terms stated by the Designer for the performance of the work commissioned are approximations only, unless otherwise agreed in writing. 2.4 Unless otherwise agreed, the following do not form part of the work commissioned to the Designer: a. performing tests, applying for permits and assessing whether the client’s instructions comply with statutory or quality standards; b. investigating any existing rights, including patents, trademarks, drawing or design rights or portrait rights of third parties; and c. investigating the possibility of the forms of protection referred to in (b) for the Client. 2.5 Prior to performance, production, reproduction or publication, the parties must give each other the opportunity to check and approve the final draft, prototypes or galley proofs of the result. 2.6 Differences between the (final) result and the agreements made cannot serve as grounds for rejection, discount, damages or dissolution of the agreement if those differences are reasonably of minor importance, taking all the circumstances into account. 2.7 Any complaints must be filed with the Designer in writing at the earliest possible time but no later than ten business days after completion of the work commissioned, failing which the client is deemed to have accepted the result of the work commissioned in its entirety.

  • Review of the Agreement Any amendment or review of this Agreement shall be by agreement in writing and in compliance with section 7.5 of the Act.

  • Execution of the Agreement The Company, the party executing this Agreement on behalf of the Company, and the Consultant, have the requisite corporate power and authority to enter into and carry out the terms and conditions of this Agreement, as well as all transactions contemplated hereunder. All corporate proceedings have been taken and all corporate authorizations and approvals have been secured which are necessary to authorize the execution, delivery and performance by the Company and the Consultant of this Agreement. This Agreement has been duly and validly executed and delivered by the Company and the Consultant and constitutes a valid and binding obligation, enforceable in accordance with the respective terms herein. Upon delivery of this Agreement, this Agreement, and the other agreements and exhibits referred to herein, will constitute the valid and binding obligations of Company, and will be enforceable in accordance with their respective terms. Delivery may take place via facsimile transmission.

  • SUBJECT MATTER OF THE AGREEMENT 1.1 The institution shall provide support to the participant for undertaking a mobility activity for [teaching/ training/ teaching and training] under the Erasmus+ Programme. 1.2 The participant accepts the financial support or the provision of services as specified in article 3 and undertakes to carry out the mobility activity for [teaching/ training/ teaching and training] as described in Annex I.

  • Deposit of Stock; Execution and Delivery of Receipts in Respect Thereof Subject to the terms and conditions of this Deposit Agreement, the Company may from time to time deposit shares of Stock under this Deposit Agreement by delivery to the Depositary of a certificate or certificates for the Stock to be deposited, properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary, together with all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement, and together with a written order of the Company directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the number of Depositary Shares representing such deposited Stock. Deposited Stock shall be held by the Depositary at the Depositary’s Office or at such other place or places as the Depositary shall determine. Upon receipt by the Depositary of a certificate or certificates for Stock deposited in accordance with the provisions of this Section, together with the other documents required as above specified, and upon recordation of the Stock on the books of the Company in the name of the Depositary or its nominee, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver, to or upon the order of the person or persons named in the written order delivered to the Depositary referred to in the first paragraph of this Section, a Receipt or Receipts for the whole number of Depositary Shares representing, in the aggregate, the Stock so deposited and registered in such name or names as may be requested by such person or persons. The Depositary shall execute and deliver such Receipt or Receipts at the Depositary’s Office or such other offices, if any, as the Depositary may designate. Delivery at other offices shall be at the risk and expense of the person requesting such delivery.

  • Breach of the Agreement The Beneficiary commits a material breach of its obligations under this Agreement;

  • Conclusion of the Agreement 1. All offers made by the Freight Forwarder are non-binding. 2. Agreements, as well as amendments of and additions to these agreements, shall only become effective if and insofar as the Freight Forwarder has confirmed these in writing or the Freight Forwarder has started to perform the Services.

  • Subject of the Agreement The subject of this Agreement is to define the conditions of cooperation and the rights and duties of the Parties while providing the Licensed Materials to the Licensee and the Participating Institutions as defined in this Agreement.

  • Conditions of Effectiveness This Amendment shall not become effective until each of the following has been satisfied: 3.1 Bank One, NA, as a Bank (in such capacity “Bank One”) and in its capacity as Agent, Fifth Third Bank (“Fifth Third”), as a Bank, shall have each entered into an Assignment Agreement in the form prescribed by the Credit Agreement, pursuant to the terms of which Bank One shall have assigned to Fifth Third an amount equal to 40% of Bank One’s Commitment under the Credit Agreement as of the date hereof, and the Loan Parties shall have provided any required consent and acknowledgment with respect thereto. 3.2 This Amendment shall have been executed by the Loan Parties, the Agent, and the Banks. 3.3 The Loan Parties shall furnish to the Agent certified copies of the resolutions of the Board of Directors or the members, as the case may be, of the Loan Parties approving this Amendment, and of all documents evidencing other necessary corporate or company action, as the case may be, and governmental approvals, if any, with respect to this Amendment. 3.4 The Loan Parties shall furnish to the Agent such other approvals, opinions, or documents as the Agent may reasonably request. 3.5 The Loan Parties shall furnish to the Agent executed originals of the Amended and Restated Revolving Notes described in Section 1.6 hereof. 3.6 The Loan Parties shall furnish to the Agent executed originals of the Amended and Restated Term Notes described in Section 1.7 hereof. 3.7 The Loan Parties shall have entered into such amendments of the Subordination Agreements as shall be acceptable to the Agent so as to provide that (i) the stated maturity date of all Subordinated Debt shall occur not earlier than the Termination Date (as amended hereby), and (ii) except as otherwise provided in the Subordination Agreements as of the date of this Amendment, no holder of Subordinated Debt is entitled to receive any regularly scheduled payments of principal, interest or dividends or any other amount due with respect to the Subordinated Debt prior to the stated maturity of such Subordinated Debt, provided, however, that payment of interest with respect to the Xxxxxxx Xxxxx Subordinated Debt and the Replacement Notes may be made quarterly (on a calendar basis) in arrears commencing as of September 30, 2004 and continuing quarterly (on a calendar basis) thereafter, provided that the Fixed Charge Coverage Ratio as of the date of each such interest payment, beginning September 30, 2004, shall as of the date of such payment, be not less than 1.75 to 1, such ratio to be determined in each case in accordance with GAAP for the period of four consecutive calendar quarters of the Company then ending. For purposes of determining compliance with the Fixed Charge Coverage Ratio as set forth in this Section 3.7, each calculation shall include in the determination of the “sum” (as set forth in section (b)(ii) of the definition of Fixed Charge Coverage Ratio contained in the Credit Agreement”) the amount of any interest which has been actually paid by the Company during such 12 month period, or which is proposed to be paid with respect to the Xxxxxxx Xxxxx Subordinated Debt and the Replacement Notes as of the quarter end for which such Fixed Charge Coverage Ratio is then being tested 3.8 The Loan Parties shall have paid a participation fee solely to Fifth Third in the amount of $10,000. 3.9 The Loan Parties shall have paid the Agent’s Fees in accordance with Section 5.4 of the Credit Agreement, in the amount of $10,000.00. 3.10 The Loan Parties shall have paid all out of pocket fees and disbursements of the Agent, including all unpaid fees and disbursements of Xxxxxxxxx Xxxxxx PLLC due and owing as of the date of this Amendment.

  • PRINTING OF THE AGREEMENT The Union and the Employer desire every employee to be familiar with the provisions of this Agreement, and his/her obligations under it. For the term of this Collective Agreement, the Union shall print sufficient copies of the Agreement and the costs shall be shared equally between the parties. In this Agreement including the printed form thereof, titles shall be descriptive only and shall form no part of the interpretation of the Agreement by the parties or an Arbitration Board.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!