REPRESENTATIONS AND WARRANTIES 11. Section 3.1 Representations and Warranties with Respect to the Company and the Operating Partnership 11 Section 3.2 [Intentionally Omitted]. 14 Section 3.3 Representations and Warranties of the Management Company 14 Section 3.4 Survival of Representations and Warranties of the Management Company 21 ARTICLE 4. COVENANTS 21 Section 4.1 Covenants of the Management Company. 21 Section 4.2 Equity Holders’ Representative 22 Section 4.3 Distributions to Equity Holders 22 Section 4.4 Commercially Reasonable Efforts 22 Section 4.5 Tax Covenants. 22 Section 4.6 Employee Covenants 23 ARTICLE 5. POWER OF ATTORNEY 24 Section 5.1 Grant of Power of Attorney. 24 Section 5.2 Limitation on Liability 24 Section 5.3 Ratification; Third-Party Reliance 25 ARTICLE 6. DEFINED TERMS 25 Section 6.1 Defined Terms. 25 ARTICLE 7. MISCELLANEOUS 29 Section 7.1 Notices 29 Section 7.2 Counterparts 30 Section 7.3 Entire Agreement; Third-Party Beneficiaries 30 Section 7.4 Governing Law 30 Section 7.5 Amendment; Waiver 30 Section 7.6 Assignment 30 Section 7.7 Jurisdiction 31 Section 7.8 Dispute Resolution 31 Section 7.9 Severability 32 Section 7.10 Rules of Construction. 32 Section 7.11 Time of the Essence 33 Section 7.12 Descriptive Headings 33 Section 7.13 No Personal Liability Conferred 33 Section 7.14 Changes to Form Agreements 33 Section 7.15 Further Assurances 34 Section 7.16 Reliance 34 Section 7.17 Survival 34 Section 7.18 Equitable Remedies; Limitation on Damages 34 EXHIBITS A Management Companies, Contributing Entities, Contributed Properties and Property Interests B Form of Accredited Investor Questionnaire C Form of Registration Rights Agreement D Form of Lock-up Agreement E Form of Indemnification Agreement F Form of Release G Form of OP Agreement and Articles SCHEDULES
REPRESENTATIONS AND WARRANTIES 11. Section 2.1 Representations and Warranties of the City 11 Section 2.2 Representations and Warranties of the Authority 13
REPRESENTATIONS AND WARRANTIES 11. Section 4.1. Representations and Warranties of Amedisys 11 Section 4.2. Representations and Warranties of OPCH 35
REPRESENTATIONS AND WARRANTIES 11. Section 3.01
REPRESENTATIONS AND WARRANTIES 11. Section 9.1 Representations and Warranties of JEA 11 Section 9.2 Representations and Warranties of Service Provider 12 Schedule 1 – Definitions Schedule 2 – Service Charges TRANSMISSION AGREEMENT1 This TRANSMISSION AGREEMENT (collectively with the Schedules hereto, this “Agreement”), dated as of [•], is made and entered into by and between JEA, a body politic and corporate (“JEA”), and [•], a [•] (“Service Provider”). Service Provider and JEA are sometimes hereinafter referred to individually as a “Party” and together as the “Parties”. All initially capitalized terms used and not otherwise defined herein shall have the respective meanings set forth in Schedule 1 hereto.
REPRESENTATIONS AND WARRANTIES 11. Заявления и гарантии
REPRESENTATIONS AND WARRANTIES 11. Section 2.1 Representations of the Securityholders, the Individual Investors and BH/RE 11 Section 2.2 Representations of the Company 11 ARTICLE III - RESTRICTIONS ON TRANSFER; CO-SALE; DRAG ALONG 11
REPRESENTATIONS AND WARRANTIES 11. 1 Each Party hereby represents and warrants that it is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware and has full organizational power and authority to enter into and perform this Agreement, and to carry out the transactions contemplated under this Agreement. 11.2 ORTHO hereby represents and warrants that (i) the execution, delivery and performance by ORTHO of this Agreement, and the consummation by ORTHO of the transactions contemplated herein, have been duly authorized by all requisite organizational action; (ii) this Agreement and all of the obligations entered into and undertaken in connection with the transactions contemplated herein to which ORTHO is a party constitute, or will constitute upon the execution of such agreements, the valid and binding obligations of ORTHO enforceable in accordance with their respective terms, and (iii) the execution of and performance of the transactions contemplated by this Agreement and compliance with its provisions by ORTHO will not violate any provision of applicable law and will not conflict with or result in any breach of any of the terms, conditions or provisions of, or constitute a default under, or require a consent or waiver under, ORTHO’s organizational documents or any indenture, lease, agreement or other instrument to which ORTHO is a party or by which it or any of its properties is bound, or any decree, judgment, order, statute, rule or regulation applicable to ORTHO. 11.3 ORTHO hereby represents and warrants that: (i) it has made diligent efforts to transfer to BIOCRYST (and will in the future) all Regulatory Filings, Clinical and Clinical Support Studies, Data and Materials, according to the time schedules set forth in Schedules E, A, D and C, respectively and should additional items related to the foregoing be discovered by ORTHO or otherwise, ORTHO will use diligent efforts to transfer such items to BIOCRYST and otherwise assist BIOCRYST in connection therewith; (ii) it has filed all letters and other documents with the FDA (and all foreign equivalents) in order to effect a transfer of the Regulatory Filings to BIOCRYST; (iii) the Regulatory Filings, Clinical and Clinical Support Studies, Data and Materials transferred to BIOCRYST include all Regulatory Filings, Clinical and Clinical Support Studies, Data and Materials initiated, conducted or generated in the Development Program; and, (iv) it has or will otherwise fully comply with Article ...
REPRESENTATIONS AND WARRANTIES 11. Section 5.1 Representations and Warranties of the Corporation 11.
