Common use of Legal Existence; Qualification; Compliance Clause in Contracts

Legal Existence; Qualification; Compliance. The Borrower will maintain (and will cause each Subsidiary of the Borrower to maintain) its corporate existence and good standing in the jurisdiction of its incorporation. The Borrower will remain qualified to do business and in good standing in Washington. The Borrower qualify to do business and will remain qualified and in good standing (and the Borrower will cause each Subsidiary of the Borrower to qualify and remain qualified and in good standing) in each other jurisdiction where the Borrower or such Subsidiary, as the case may be, maintains any plant, office, warehouse or other facility and in each other jurisdiction where the failure so to qualify could (singly or in the aggregate with all other such failures) have a material adverse effect on the financial condition, or business of the Borrower or any such Subsidiary; provided that the Lender acknowledges that Atossa shall be dissolved by the Borrower. The Borrower will comply (and will cause each Subsidiary of the Borrower to comply) with its charter documents and by-laws (other as due to the dissolution of Atossa). The Borrower will comply with (and will cause each Subsidiary of the Borrower to comply with) all applicable laws, rules and regulations (including, without limitation, ERISA and Environmental Laws) other than (i) laws, rules or regulations the validity or applicability of which the Borrower or such Subsidiary shall be contesting in good faith by proceedings which serve as a matter of law to stay the enforcement thereof and (ii) those laws, rules and regulations the failure to comply with any of which could not (singly or in the aggregate) have a material adverse effect on the financial condition, assets or business of the Borrower or any such Subsidiary. Without limitation of any other provisions of this Agreement, (i) the Borrower will cause the Real Property to comply in all material respects with all relevant Environmental Laws, and (ii) will not suffer or permit to exist any Environmental Event; provided, however, that the mere occurrence of an Environmental Event will not be deemed to constitute an Event of Default so long as the Borrower diligently investigates such occurrence and thereafter diligently and continuously proceeds with remediation to the extent required by any applicable Environmental Law, all in a manner consistent with all applicable Environmental Laws.

Legal Existence; Qualification; Compliance. The Each Borrower will maintain (and will cause each Subsidiary of the Borrower to maintain) its corporate existence and good standing in the jurisdiction of its incorporation. The Each Borrower will remain qualified to do business and in good standing in Washington. The Borrower qualify to do business and will remain qualified and in good standing (and the Borrower will cause each Subsidiary of the Borrower to qualify and remain qualified and in good standing) in each other jurisdiction where the Borrower or such Subsidiary, as the case may be, (i) it maintains any manufacturing plant, sales office, warehouse or other physical facility or in THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 9 which the character of the properties owned or the nature of the activities conducted by such Borrower makes such qualification necessary and in each other jurisdiction where (ii) the failure so to qualify could (singly or in the aggregate with all other such failures) would have a material adverse effect on the such Borrower's business or financial condition, or business of the Borrower or any such Subsidiary; provided that the Lender acknowledges that Atossa shall be dissolved by the Borrower. The Each Borrower will comply (and will use its best efforts to cause each Subsidiary of the Borrower Alkermes to comply) with its charter documents and by-laws (other as due to the dissolution laws, all contractual requirements by which it or any of Atossa). The Borrower will comply with (its properties may be bound and will cause each Subsidiary of the Borrower to comply with) all applicable laws, rules and regulations (including, without limitation, ERISA and Environmental Lawsthose relating to environmental protection) other than (i) laws, rules or regulations the validity or applicability of which the relevant Borrower or such Subsidiary shall be contesting in good faith by proceedings which serve as a matter of law to stay the enforcement thereof and (ii) those charter or by-law provisions or contractual requirements or laws, rules and regulations the failure to comply with any of which could not (singly or in the aggregate) have a material adverse effect on reasonably be expected to materially adversely affect the financial condition, assets business or business prospects of the such Borrower or any such Subsidiary. Without limitation of any other provisions of this Agreement, (i) the Borrower will cause the Real Property to comply in all material respects with all relevant Environmental Laws, and (ii) will not suffer or permit to exist any Environmental Event; provided, however, that the mere occurrence of an Environmental Event will not be deemed to constitute an Event of Default so long as the Borrower diligently investigates such occurrence and thereafter diligently and continuously proceeds with remediation to the extent required by any applicable Environmental Law, all in a manner consistent with all applicable Environmental Laws.

Legal Existence; Qualification; Compliance. The Borrower will ------------------------------------------ maintain (and will cause each Subsidiary of the Borrower to maintain) its corporate existence and good standing in the jurisdiction of its incorporation; provided that the Borrower may cause WED to be dissolved after WED conveys its assets to the Borrower. The Borrower will remain qualified to do business and in good standing in WashingtonMassachusetts. The Borrower will qualify to do business and will remain qualified and in good standing (and the Borrower will cause each domestic Subsidiary of the Borrower (other than WED) to qualify and remain qualified and in good standing) in each other jurisdiction where the Borrower or such Subsidiary, as the case may be, maintains any plant, sales office, warehouse or other facility and in each other jurisdiction where in which the failure so to qualify could (singly or in the aggregate with all other such failures) have a material adverse effect on the financial condition, business or business prospects of the Borrower or any such Subsidiary; provided that the Lender acknowledges that Atossa shall be dissolved by the Borrowerand its Subsidiaries, taken as a whole. The Borrower will comply (and will cause each Subsidiary of the Borrower to comply) with its charter documents and by-laws (other as due laws, to the dissolution of Atossa)extent applicable. The Borrower will comply with (and will cause each Subsidiary of the Borrower to comply with) all applicable laws, rules and regulations (including, without limitation, ERISA and Environmental Lawsthose relating to environmental protection) other than (i) laws, rules or regulations the validity or applicability of which the Borrower or such Subsidiary shall be contesting in good faith by proceedings which serve as a matter of law to stay the enforcement thereof and (ii) those laws, rules and regulations the failure to comply with any of which could not (singly or in the aggregate) have a material adverse effect on the financial condition, assets business or business prospects of the Borrower or any such Subsidiary. Without limitation of any other provisions of this Agreementand its Subsidiaries, (i) the Borrower will cause the Real Property to comply in all material respects with all relevant Environmental Laws, and (ii) will not suffer or permit to exist any Environmental Event; provided, however, that the mere occurrence of an Environmental Event will not be deemed to constitute an Event of Default so long taken as the Borrower diligently investigates such occurrence and thereafter diligently and continuously proceeds with remediation to the extent required by any applicable Environmental Law, all in a manner consistent with all applicable Environmental Lawswhole.

Legal Existence; Qualification; Compliance. The Borrower will maintain (and will cause each Subsidiary of the Borrower to maintain) its corporate existence and good standing in the jurisdiction of its incorporation; provided that any Subsidiary of the Borrower may be dissolved and its assets transferred to the Borrower or may be merged into the Borrower, with the Borrower to be the surviving entity. The Borrower will remain qualified to do business and in good standing in WashingtonMassachusetts. The Borrower will qualify to do business and will remain qualified and in good standing (and the Borrower will cause each Subsidiary of the Borrower to qualify and remain qualified and in good standing) in each other jurisdiction where the Borrower or such Subsidiary, as the case may be, maintains any plant, office, warehouse or other facility and in each other jurisdiction where the failure so to qualify could would (singly or in the aggregate with all other such failures) be reasonably likely to have a material adverse effect on the financial condition, business or business prospects of the Borrower or any such Subsidiary; provided that any Subsidiary of the Lender acknowledges that Atossa shall Borrower may be dissolved by and its assets transferred to the Borrower or may be merged into the Borrower, with the Borrower to be the surviving entity. The Borrower will comply (and will cause each Subsidiary of the Borrower to comply) with its charter documents and by-laws (other as due to the dissolution of Atossa)laws. The Borrower will comply with (and will cause each Subsidiary of the Borrower to comply with) all applicable laws, rules and regulations (including, without limitation, ERISA and Environmental Lawsthose relating to environmental protection) other than (i) laws, rules or regulations the validity or applicability of which the Borrower or such Subsidiary shall be contesting in good faith by proceedings which serve as a matter of law to stay the enforcement thereof and (ii) those laws, rules and regulations the failure to comply with any of which could would not (singly or in the aggregate) be reasonably likely to have a material adverse effect on the financial condition, assets business or business prospects of the Borrower or any such Subsidiary. Without limitation of any other provisions of this Agreement, (i) the Borrower will cause the Real Property to comply in all material respects with all relevant Environmental Laws, and (ii) will not suffer or permit to exist any Environmental Event; provided, however, that the mere occurrence of an Environmental Event will not be deemed to constitute an Event of Default so long as the Borrower diligently investigates such occurrence and thereafter diligently and continuously proceeds with remediation to the extent required by any applicable Environmental Law, all in a manner consistent with all applicable Environmental Laws.