Of Both Parties. Each Party represents and warrants o the other Party that, as of the Effective Date:
9.5.1.1 The execution, delivery and performance of this Agreement and the consummation by the warranting Party of the transactions contemplated hereby have been duly authorized by all necessary corporate action of the warranting Party, as appropriate.
9.5.1.2 This Agreement has been duly executed and delivered by the warranting Party, and constitutes a valid and legally binding obligation of the warranting Party enforceable against such Party in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to the general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or law).
9.5.1.3 The warranting Party has not and will not enter into any agreement, the terms and conditions of which, would be inconsistent or in derogation with any of the terms and conditions hereof.
9.5.1.4 The warranting Party is duly organized and validly existing under the laws of the jurisdiction of its organization, and has full power, authority and legal right to execute, deliver and perform this Agreement, and has taken all necessary action to authorize the execution, delivery, and performance of this Agreement.
Of Both Parties. Each Party warrants and represents as of the Effective Date that such Party: (i) is authorized to enter into this Agreement; (ii) is aware of no legal, contractual or other restriction, limitation or condition that might affect adversely its ability to perform hereunder, provided that FRESENIUS does not warrant the absence of infringement of a third party’s intellectual property rights related to the use of the TRANSMEDICS Know-How; and (iii) is in good standing under the laws of each jurisdiction in which it is incorporated or engages in business activities.
Of Both Parties. Licensor and Licensee each represents and warrants to the other Party that, as of the Effective Date:
(a) The warranting Party is duly organized and validly existing under the laws of the jurisdiction of its organization, and has full power, authority and legal right to execute, deliver and perform this Agreement, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement;
(b) This Agreement has been duly executed and delivered by the warranting Party. This Agreement is a legal, valid and binding obligation of the warranting Party, enforceable against such Party in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to the effect of general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity); and
(c) The warranting Party is not subject to any judgment, order, injunction, decree or award of any court, administrative agency or governmental body that would or might interfere with its performance of any of its material obligations hereunder.
Of Both Parties. Each Party hereby represents and warrants to the other as follows:
Of Both Parties. Each of NYMT and Midway represents and warrants to the other that:
(i) It is duly formed, validly existing and in good standing under the laws of its jurisdiction of formation and is qualified to transaction business and is in good standing in each other jurisdiction in which the nature or conduct of its business requires such qualification and good standing, except where the failure to be so qualified and in good standing would not materially and adversely affect the rights, power and authority of the party to enter into this Agreement and perform its obligations hereunder.
(ii) It has full power and authority to execute and deliver this Agreement and perform its obligations hereunder. This Agreement has been duly and validly authorized, executed and delivered on its behalf and is a binding and enforceable agreement in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors and general principles of equity, Neither its entry into this Agreement nor its performance of its obligations hereunder is or will be in violation or conflict with its organizational documents or any provision of any applicable law, regulation, rule or policy, or any agreement, indenture or any other instrument to which it is a party or by which it is bound.
(iii) It has all governmental and regulatory licenses, registrations, consents, permits and approvals required to perform its obligations under this Agreement, other than any such approval as may be expressly specified herein as a condition to the performance of any of its obligations to be performed hereunder after the date hereof, and has at all times complied and will continue to comply with all laws, regulations and rules applicable to its business. Notwithstanding the foregoing, NYMT acknowledges that Midway is not currently registered with the Securities and Exchange Commission as an investment adviser under the Advisers Act; however, it does intend to so register as an investment adviser in 2011.
(iv) There are no pending or, to such party’s knowledge, threatened actions, suits, proceedings or investigations before or by any court, governmental or administrative authority or agency, board of trade, self-regulatory body, securities exchange or arbitration panel to which it or any of its subsidiaries or principals is a party or to which its assets or business are subject, which...
Of Both Parties. Each party represents and warrants that is has and shall maintain (a) any and all insurance required by applicable laws and regulations and (b) commercial general liability insurance, including blanket contractual liability insurance covering such party with respect to its obligations hereunder, with limits of liability that are commercially reasonable and not less than £5 million per loss (and in the aggregate only with respect to personal injury liability). Such coverage shall be maintained for not less than five (5) years following expiration or termination of this Agreement or, if such coverage is of the “claims made” type, for ten (10) years following expiration or termination of this Agreement. Some or all such insurance may be in the form of self-insurance.
Of Both Parties. Each party represents and warrants that it has and shall maintain (a) any and all insurance required by applicable laws and regulations and (b) commercial general liability insurance, including blanket contractual liability insurance covering such party with respect to its obligations hereunder, with limits of liability that are commercially reasonable * Such coverage shall be maintained for not less than * following expiration or termination of this Agreement or, if such coverage is of the “claims made” type, for * following expiration or termination of this Agreement. Some or all such insurance may be in the form of self-insurance.
Of Both Parties. Each Party hereby represents and warrants (or covenants, as applicable) to the other Party that as of the Effective Date and during the Term: [*****] Confidential portions of this document have been redacted and filed separately with the Securities and Exchange Commission.
i. It is a corporation duly organized, validly existing under the laws of the country or state of its incorporation and this Agreement has been duly authorized by all necessary corporate action.
ii. It has all necessary corporate power and authority to enter into this Agreement and to perform all of its obligations hereunder.
iii. This Agreement has been duly authorized, executed and delivered by such Party and is the legal, valid and binding obligation of such Party, enforceable against it in accordance with its terms.
iv. Neither the execution, delivery and performance by such Party of this Agreement nor the consummation of the transactions contemplated hereby violate or conflict with the charter documents of such Party, any material contract, agreement or instrument to which such Party 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 such Party is bound, or any law, rule or regulation applicable to such Party.
Of Both Parties. Each party hereby represents and warrants as --------------- follows:
Of Both Parties. Having stated the above, the appearing parties hereby agree to abide by the terms and conditions stated as follows:
