Representations and Warranties Certain Covenants. SECTION (a) The General Partner hereby represents and warrants to the Owner that: (i) the General Partner (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, (ii) has the requisite corporate power and legal right to own and operate its properties and to carry on its business as presently conducted, and (iii) to the best of its knowledge after due inquiry, is duly qualified to do business as a foreign corporation in good standing in each jurisdiction in which its ownership or leasing of properties or the conduct of its business requires such qualification, except where the failure to so qualify would not materially impair the ability of the General Partner to perform its obligations hereunder; (ii) the General Partner has full power and authority to execute and deliver this Agreement and any documents referred to herein and to perform its obligations in accordance herewith and therewith; (iii) all acts, consents, licenses, orders, authorizations, approvals, waivers, extensions, and variances of, and notices to or filings with, any governmental or public body and other proceedings to be taken by or on the part of the General Partner to authorize the General Partner to perform hereunder and under any documents referred to herein or contemplated hereby have been duly and properly taken; (iv) this Agreement has been duly authorized, executed and delivered by the General Partner and, assuming the due authorization, execution and delivery of this Agreement by the Owner, this Agreement constitutes the legal, valid and binding obligation of the General Partner, enforceable in accordance with its terms, subject, as to enforceability, to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law); and (v) the execution, delivery and performance hereof by the General Partner and any obligations contemplated herein will not result in any violation of any term of the articles of incorporation or the by-laws of the General Partner, do not require stockholder approval or the approval or consent of any trustee or holders of indebtedness of the General Partner except such as have been obtained prior to the date hereof and will not conflict with or result in a breach in any material respect of any terms or provisions of, or constitute a default under, or result in the creation or imposition of any Lien (other than a Permitted Lien) upon any property or assets of the General Partner under, any indenture, mortgage or other agreement or instrument to which the General Partner is a party or by which it or any of its property is bound, or any existing applicable law, rule, regulation, license, judgment, order or decree of any government, governmental body or court having jurisdiction over the General Partner or any of its activities or properties. SECTION (b) The Owner hereby represents and warrants to the General Partner that: (i) the Owner (i) is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware, (ii) has the requisite power and legal right to own and operate its properties and to carry on its business as presently conducted and (iii) to the best of its knowledge after due inquiry, is duly qualified to do business as a foreign limited partnership in good standing in each jurisdiction in which its ownership or leasing of properties or the conduct of its business requires such qualification, except where the failure to so qualify would not materially impair the ability of the Owner to perform its obligations hereunder; (ii) the Owner has full power and authority to execute and deliver this Agreement and any documents referred to herein and to perform its obligations in accordance herewith and therewith; (iii) all acts, consents, licenses, orders, authorizations, approvals, waivers, extensions and variances of, and notices to or filings with, any governmental or public body and other proceedings to be taken by or on the part of the Owner to authorize the Owner to perform hereunder and under any documents referred to herein or contemplated hereby have been duly and properly taken; (iv) this Agreement has been duly authorized, executed and delivered by the Owner and, assuming the due authorization, execution and delivery of this Agreement by the General Partner, this Agreement constitutes the legal, valid and binding obligation of the Owner, enforceable in accordance with its terms, subject, as to enforceability, to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law); (v) the execution, delivery and performance hereof by the Owner and any obligations contemplated herein will not result in any violation of any term of the certificate of limited partnership or the partnership agreement of the Owner, do not require the approval or consent of any limited partner or general partner of the Owner, except such as have been obtained prior to the date hereof, and will not conflict with, or result in a breach in any material respect of, any terms or provisions of, or constitute a default under, or result in the creation or imposition of any Lien (other than a Permitted Lien) upon any property or assets of the Owner under, any indenture, mortgage or other agreement or instrument to which the Owner is a party or by which it or any of its property is bound, or any existing applicable law, rule, regulation, license, judgment, order or decree of any government, governmental body or court having jurisdiction over the Owner or any of its activities or properties; and (vi) upon the sale of the Property and Equipment, as contemplated hereby, the Owner's interest in the Property and Equipment will vest in the General Partner, free and clear of all Liens (other then Permitted Liens).
Appears in 1 contract
Samples: Purchase Option Agreement (Potash Corporation of Saskatchewan Inc)
Representations and Warranties Certain Covenants. SECTION (a) The General Partner hereby represents and warrants to the Owner that:
(i) the General Partner (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, (ii) has the requisite corporate power and legal right to own and operate its properties and to carry on its business as presently conducted, and (iii) to the best of its knowledge after due inquiry, is duly qualified to do business as a foreign corporation in good standing in each jurisdiction in which its ownership or leasing of properties or the conduct of its business requires such qualification, except where the failure to so qualify would not materially impair the ability of the General Partner to perform its obligations hereunder;.
(ii) the General Partner has full power and authority to execute and deliver this Agreement and any documents referred to herein and to perform its obligations in accordance herewith and therewith;
(iii) all acts, consents, licenses, orders, authorizations, approvals, waivers, extensions, and variances of, and notices to or filings with, with any governmental or public body and other proceedings to be taken by or on the part of the General Partner to authorize the General Partner to perform hereunder and under any documents referred to herein or contemplated hereby have been duly and properly taken;
(iv) this Agreement has been duly authorized, executed and delivered by the General Partner and, assuming the due authorization, execution and delivery of this Agreement by the Owner, this Agreement constitutes the legal, valid and binding obligation of the General Partner, enforceable in accordance with its terms, subject, as to enforceability, to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law); and
(v) the execution, delivery and performance hereof by the General Partner and any obligations contemplated herein will not result in any violation of any term of the articles of incorporation or the by-laws of the General Partner, do not require stockholder approval or the approval or consent of any trustee or holders of indebtedness of the General Partner except such as have been obtained prior to the date hereof and will not conflict with or result in a breach in any material respect of any terms or provisions of, or constitute a default under, or result in the creation or imposition of any Lien (other than a Permitted Lien) upon any property or assets of the General Partner under, any indenture, mortgage or other agreement or instrument to which the General Partner is a party or by which it or any of its property is bound, or any existing applicable law, rule, regulation, license, judgment, order or decree of any government, governmental body or court having jurisdiction over the General Partner or any of its activities or properties.. SECTION
SECTION (b) The Owner hereby represents and warrants to the General Partner that:
(i) the Owner (i) is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware, (ii) has the requisite power and legal right to own and operate its properties and to carry on its business as presently conducted and (iii) to the best of its knowledge after due inquiry, is duly qualified to do business as a foreign limited partnership in good standing in each jurisdiction in which its ownership or leasing of properties or the conduct of its business requires such qualification, except where the failure to so qualify would not materially impair the ability of the Owner to perform its obligations hereunder;
(ii) the Owner has full power and authority to execute and deliver this Agreement and any documents referred to herein and to perform its obligations in accordance herewith and therewith;
(iii) all acts, consents, licenses, orders, authorizations, approvals, waivers, extensions and variances of, and notices to or filings with, with any governmental or public body and other proceedings to be taken by or on the part of the Owner to authorize the Owner to perform hereunder and under any documents referred to herein or contemplated hereby have been duly and properly taken;
(iv) this Agreement has been duly authorized, executed and delivered by the Owner and, assuming the due authorization, execution and delivery of this Agreement by the General Partner, this Agreement constitutes the legal, valid and binding obligation of the Owner, enforceable in accordance with its terms, subject, as to enforceability, to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law);
(v) the execution, delivery and performance hereof by the Owner and any obligations contemplated herein will not result in any violation of any term of the certificate of limited partnership or the partnership agreement of the Owner, do not require the approval or consent of any limited partner or general partner of the Owner, except such as have been obtained prior to the date hereof, and will not conflict with, with or result in a breach in any material respect of, of any terms or provisions of, or constitute a default under, or result in the creation or imposition of any Lien (other than a Permitted Lien) upon any property or assets of the Owner under, any indenture, mortgage or other agreement or instrument to which the Owner is a party or by which it or any of its property is bound, or any existing applicable law, rule, regulation, license, judgment, order or decree of any government, governmental body or court having jurisdiction over the Owner or any of its activities or properties; and
(vi) upon the sale of the Property and Equipment, as contemplated hereby, the Owner's interest in the Property and Equipment will vest in the General Partner, free and clear of all Liens (other then Permitted Liens).
Appears in 1 contract
Samples: Purchase Option Agreement (Potash Corporation of Saskatchewan Inc)
Representations and Warranties Certain Covenants. SECTION (a) The General Partner hereby 12.1 Each Party represents and warrants to the Owner other that:
, as of the Effective Date: (ia) the General Partner (i) it is a corporation duly organized, organized and validly existing and in good standing under the laws of the State its jurisdiction of Delawareincorporation or formation, (ii) and has the requisite full corporate or other power and legal right authority to own and operate its properties enter into this Agreement and to carry on its business as presently conducted, and out the provisions hereof; (iiib) to the best of its knowledge after due inquiry, it is duly qualified to do business as a foreign corporation in good standing in each jurisdiction in which its ownership or leasing of properties or the conduct of its business requires such qualification, except where the failure to so qualify would not materially impair the ability of the General Partner to perform its obligations hereunder;
(ii) the General Partner has full power and authority authorized to execute and deliver this Agreement and any documents referred to herein and to perform its obligations in accordance herewith and therewith;
(iii) all acts, consents, licenses, orders, authorizations, approvals, waivers, extensionshereunder, and variances of, and notices to the person or filings with, any governmental or public body and other proceedings to be taken by or persons executing this Agreement on the part of the General Partner to authorize the General Partner to perform hereunder and under any documents referred to herein or contemplated hereby have its behalf has been duly authorized to do so by all requisite corporate or partnership action; and properly taken;
(ivc) this Agreement has been duly authorized, executed and delivered by the General Partner and, assuming the due authorization, execution and delivery of this Agreement by the Owner, this Agreement constitutes the legal, valid and is legally binding obligation of the General Partnerupon it, enforceable in accordance with its terms, subject, as to enforceability, to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law); and
(v) the execution, delivery and performance hereof by the General Partner and any obligations contemplated herein will not result in any violation of any term of the articles of incorporation or the by-laws of the General Partner, do not require stockholder approval or the approval or consent of any trustee or holders of indebtedness of the General Partner except such as have been obtained prior to the date hereof and will does not conflict with any agreement, instrument or result in a breach in any material respect of any terms understanding, oral or provisions ofwritten, or constitute a default under, or result in the creation or imposition of any Lien (other than a Permitted Lien) upon any property or assets of the General Partner under, any indenture, mortgage or other agreement or instrument to which the General Partner it is a party or by which it may be bound, nor violate any material law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it.
12.2 Licensor represents and warrants to Licensee that as of the Effective Date of this Agreement:
12.2.1 Schedule 1 attached hereto contains a true and complete list of the Licensor Background IPR including any Patents existing as of the Effective Date. The Licensor Background IPR listed on Exhibit A include all of the patents and patent applications Controlled by Licensor or any of its property is boundAffiliates as of the Effective Date that relate to the Licensor Technology.
12.2.2 Licensor (i) has the right to grant the licenses that it purports to grant in Clause 2.1; and (ii) has not granted to any Third Party any licence or other right with respect to a Product or Patents that conflicts with the licence and rights granted to Licensee herein;
12.2.3 except for any Third Party Licence Agreements, there are no agreements in effect as of the Effective Date between (a) Licensor and any of its Affiliates or any existing applicable law, rule, regulation, license, judgment, order or decree of any government, governmental body or court having jurisdiction over the General Partner (B) Licensor or any of its activities Affiliates and a Third Party, in each case under which rights with respect to the Licensor Technology are being licensed to Licensor or propertiesany of its Affiliates;
12.2.4 (A) each of the Third Party Licence Agreements remains in full force and effect, (B) (i) Licensor (and each of its Affiliates, as applicable) and, (ii) to Licensor’s knowledge, each counterparty to a Third Party Licence Agreement, are each in compliance in all material respects with the terms of the applicable Third Party Licence Agreement (including any applicable diligence requirements), (C) all necessary consents, approvals, and authorisations under such Third Party Licence Agreement required to be obtained by Licensor or any of its Affiliates in order to enter into this Agreement have been obtained and (D) the Licence (including the scope of Licensor Technology that is covered by the Licence) will not be diminished or otherwise impacted in the event that Licensor and any Affiliate of Licensor that is currently a party to a Third Party Licence Agreement are no longer Affiliates;
12.2.5 the issued and unexpired claims of any Patents included in the Licensor Background IPR existing as of the Effective Date to the knowledge of Licensor are valid and enforceable.
SECTION 12.2.6 no reexamination, interference, invalidity, opposition, nullity or similar claim or proceeding is pending or, to the Licensor’s knowledge, threatened with respect to any Patents;
12.2.7 to Licensor’s knowledge, the manufacture, use, sale, offer for sale or import of any Product containing or incorporating the Licensor Technology shall not and does not infringe any issued patent of any Third Party, and Licensor has not received written notice from any Third Party claiming that the manufacture, use, sale, offer for sale or import of the Licensor Technology infringes or would infringe the patent or other Intellectual Property Rights of any Third Party; if Licensor receives any such written notice during the term of this Agreement, Licensor shall promptly provide such written notice to Licensee;
12.2.8 there are no claims, judgments or settlements against or owed by Licensor (bor any of its Affiliates) The Owner with respect to the Licensor Technology, and Licensor is not a party to any legal action, suit or proceeding relating to the Licensor Technology, or any Product, nor has Licensor received any written communication from any Third Party, including, without limitation, any Regulatory Authority or other government agency, threatening such action, suit or proceeding;
12.2.9 all tangible or recorded information and data provided by or on behalf of Licensor to Licensee related to the Licensor Technology or any Product on or before the Effective Date in contemplation of this Agreement was and is true, accurate and complete in all material respects, and Licensor, to its knowledge, has not failed to disclose, or failed to cause to be disclosed, any such information or data related to the Licensor Technology or any Product in its possession and Control that would cause the information and data that has been disclosed to be misleading in any material respect;
12.2.10 neither Licensor nor any of its Affiliates has obtained, or filed for, any INDs, NDAs or Marketing Approvals for any Product, and, to the best of Licensor’s knowledge, no other Person has obtained, or filed for, any INDs, NDAs or Marketing Approvals for any Product in the Field in the Territory;
12.2.11 at the time of delivery to Licensee, any reference samples delivered to Licensee will be free and clear of any liens or encumbrances;
12.2.12 there are no ongoing research or development activities (including any clinical trials) being conducted by or on behalf of Licensor or any of its Affiliates related to Compounds or Products in the Field of Use in the Territory other than with respect to Concerta; and
12.2.13 neither Licensor nor any of its Affiliates is debarred or disqualified under the Act or comparable Applicable Laws outside of the United States.
12.3 In addition to any covenants made by Licensor elsewhere in this Agreement, Licensor hereby covenants to Licensee that during the Term, Licensor will (i) not grant any Third Party any license or other right with respect to any Product or Licensor Technology in derogation of the license and rights granted to Licensee hereunder, and (ii) disclose any and all additional Licensor Technology developed or Controlled by Licensor after the Effective Date which is relevant to the Licence; and (iii) will ensure that each Third Party Licence Agreement is maintained in full force and effect, and is not terminated or amended in any respect that would impact Licensee’s rights under this Agreement. In addition, DDI hereby covenants to Licensee that during the Term, DDI will ensure that each Third Party Licence Agreement is maintained in full force and effect, and is not terminated or amended in any respect that would impact Licensee’s rights under this Agreement.
12.4 Licensee represents and warrants to Licensor that as of the General Partner thatEffective Date of this Agreement:
(i) 12.4.1, neither Licensee nor any of its Affiliates is debarred or disqualified under the Owner (i) Act or comparable Applicable Laws outside the United States.
12.5 In addition to any covenants made by a Party elsewhere in this Agreement, each Party hereby covenants to the other as follows:
12.5.1 neither such Party nor any of its Affiliates will employ or use the services of any Person who is a limited partnership duly organizeddebarred or disqualified under United States law, validly existing including 21 U.S.C. §335a, or any foreign equivalent thereof, in connection with activities relating to any Product; and in good standing under the laws event that such Party becomes aware of the State debarment or disqualification or threatened debarment or disqualification of Delawareany Person providing services to such Party or any of its Affiliates with respect to any activities relating to any Product, such Party will immediately notify the other Party in writing and such Party will cease, or cause its Affiliate to cease (iias applicable), employing, contracting with, or retaining any such Person to perform any services relating to any Product; and
12.5.2 neither such Party nor any of its Affiliates will, in connection with the exercise of its rights or performance of its obligations under this Agreement, directly or indirectly through Third Parties, pay, promise or offer to pay, or authorize the payment of, any money or give any promise or offer to give, or authorize the giving of anything of value to a public official or entity or other Person for purpose of obtaining or retaining business for or with, or directing business to, any Person, including such Party and its Affiliates, nor will such Party or any of its Affiliates directly or indirectly promise, offer or provide any corrupt payment, gratuity, emolument, bribe, kickback, illicit gift or hospitality or other illegal or unethical benefit to a public official or entity or any other Person in connection with the exercise of such Party’s rights or performance of such Party’s obligations under this Agreement.
12.6 The Parties recognize that each Party may perform some or all of its obligations or exercise some or all of its rights under this Agreement through one or more Affiliates or subcontractors provided, in each case, that (a) has none of the requisite power and legal right to own and operate its properties and to carry on its business other Party’s rights hereunder are diminished or otherwise adversely affected as presently conducted a result of such delegation or subcontracting, and (iiib) each such Affiliate, or subcontractor undertakes in writing obligations of confidentiality and non-use regarding Confidential Information and ownership of Inventions which are substantially the same as those undertaken by the Parties pursuant to Clause 7; and provided, further, that such Party shall at all times be fully responsible for the best performance and payment of its knowledge after due inquirysuch Affiliate or subcontractor.
12.7 EXCEPT FOR LIABILITY IN THE CASE OF FRAUD OR INTENTIONAL MISCONDUCT, is duly qualified AND WITHOUT LIMITING THE PARTIES’ RESPECTIVE INDEMNITY OBLIGATIONS UNDER CLAUSE 11.1 AND CLAUSE 11.2 WITH RESPECT TO THIRD PARTY CLAIMS ONLY, NEITHER PARTY SHALL BE LIABLE FOR OR ENTITLED TO RECOVER FROM THE OTHER PARTY ANY LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITY OR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES IN CONNECTION WITH THIS AGREEMENT OR ANY LICENCE GRANTED HEREUNDER HOWSOEVER CAUSED, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES ARISING UNDER THIS AGREEMENT.
12.8 Except in respect of liability for fraud or intentional misconduct, and without limiting Licensor’s indemnity obligations under Clause 11.2 with respect to do business as a foreign limited partnership Third Party Claims, the Licensor’s total liability, in good standing aggregate, arising under or in each jurisdiction connection with this Agreement (whether in which its ownership contract, tort or leasing of properties or otherwise) shall in no event exceed the conduct of its business requires such qualification, except where the failure to so qualify would not materially impair the ability total of the Owner to perform its obligations hereunder;
(ii) the Owner has full power and authority to execute and deliver this Agreement and any documents referred to herein and to perform its obligations in accordance herewith and therewith;
(iii) all acts, consents, licenses, orders, authorizations, approvals, waivers, extensions and variances of, and notices to or filings with, any governmental or public body and other proceedings to be taken by or on the part of the Owner to authorize the Owner to perform hereunder and sums payable under any documents referred to herein or contemplated hereby have been duly and properly taken;
(iv) this Agreement has been duly authorized, executed and delivered by the Owner and, assuming the due authorization, execution and delivery of this Agreement by the General Partner, this Agreement constitutes Licensee in the legal, valid and binding obligation of the Owner, enforceable in accordance with its terms, subject, as to enforceability, to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law);
(v) the execution, delivery and performance hereof by the Owner and any obligations contemplated herein will not result in any violation of any term of the certificate of limited partnership or the partnership agreement of the Owner, do not require the approval or consent of any limited partner or general partner of the Owner, except such as have been obtained twelve months prior to the date hereofof the event giving rise to the liability.
12.9 Except for fraud or intentional misconduct, and will not conflict withwithout limiting Licensee’s indemnity obligations under Clause 11.1 with respect to Third Party Claims, the Licensee’s total liability, in aggregate, arising under or result in a breach connection with this Agreement (whether in any material respect ofcontract, any terms tort or provisions of, or constitute a default under, or result otherwise) shall in no event exceed the total of the sums payable under this Agreement by the Licensee in the creation or imposition of any Lien (other than a Permitted Lien) upon any property or assets twelve months prior to the date of the Owner under, event giving rise to the liability.
12.10 Nothing in this Agreement shall have the effect of excluding or limiting any indenture, mortgage liability for death or other agreement personal injury caused by negligence or instrument to for fraud or which the Owner is a party may not otherwise be excluded or by which it or any of its property is bound, or any existing applicable law, rule, regulation, license, judgment, order or decree of any government, governmental body or court having jurisdiction over the Owner or any of its activities or properties; and
(vi) upon the sale of the Property and Equipment, as contemplated hereby, the Owner's interest in the Property and Equipment will vest in the General Partner, free and clear of all Liens (other then Permitted Liens)limited under Applicable Law.
Appears in 1 contract
Samples: Patent and Know How Licence Agreement (Cingulate Inc.)
Representations and Warranties Certain Covenants. SECTION (a) The General Partner hereby Representations and Warranties of Stone Coast. Stone Coast represents and warrants to the Owner Client that:
(i) It is duly organized and existing in good standing under the General Partner laws of its jurisdiction;
(ii) It is empowered to enter into this Agreement and perform its duties and obligations under this Agreement;
(iii) All requisite corporate proceedings have been taken to authorize it to enter into this Agreement and perform its duties and obligations under this Agreement;
(iv) It has the necessary facilities, equipment, and personnel to perform its duties and obligations under this Agreement; and
(v) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of Stone Coast, enforceable against Stone Coast in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.
(b) Representations and Warranties of Client(s) and Manager. The Client and the Manager individually represent and warrant to Stone Coast that:
(i) It is a corporation duly organized, validly organized and existing and in good standing under the laws of the State of Delaware, (ii) has the requisite corporate power and legal right to own and operate its properties and to carry on its business as presently conducted, and (iii) to the best of its knowledge after due inquiry, is duly qualified to do business as a foreign corporation in good standing in each jurisdiction in which its ownership or leasing of properties or the conduct of its business requires such qualification, except where the failure to so qualify would not materially impair the ability of the General Partner to perform its obligations hereunderjurisdiction;
(ii) the General Partner has full power and authority It is empowered to execute and deliver enter into this Agreement and any documents referred to herein and to perform its obligations in accordance herewith and therewithduties under this Agreement;
(iii) all acts, consents, licenses, orders, authorizations, approvals, waivers, extensions, and variances of, and notices to All requisite corporate or filings with, any governmental or public body and other similar proceedings to be have been taken by or on the part of the General Partner to authorize the General Partner it to enter into this Agreement and perform hereunder and its duties under any documents referred to herein or contemplated hereby have been duly and properly takenthis Agreement;
(iv) this Agreement It is in compliance with all applicable laws and regulations, and any currently ongoing regulatory investigation, enforcement action or litigation involving the Client and/or the Manager which might materially impact the Client, the Manager or Interestholders has been duly authorizeddisclosed to Stone Coast;
(v) This Agreement, when executed and delivered by the General Partner anddelivered, assuming the due authorization, execution and delivery of this Agreement by the Owner, this Agreement constitutes the will constitute a legal, valid and binding obligation of the General Partnersuch Party, enforceable against such Party in accordance with its terms, subject, as subject to enforceability, to applicable bankruptcy, insolvency insolvency, reorganization, moratorium and similar laws affecting creditors' rights generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law); and
(v) the execution, delivery and performance hereof by the General Partner and any obligations contemplated herein will not result in any violation of any term of the articles of incorporation or the by-other laws of general application affecting the General Partner, do not require stockholder approval or the approval or consent rights and remedies of any trustee or holders of indebtedness of the General Partner except such as have been obtained prior to the date hereof creditors and will not conflict with or result in a breach in any material respect of any terms or provisions of, or constitute a default under, or result in the creation or imposition of any Lien (other than a Permitted Lien) upon any property or assets of the General Partner under, any indenture, mortgage or other agreement or instrument to which the General Partner is a party or by which it or any of its property is bound, or any existing applicable law, rule, regulation, license, judgment, order or decree of any government, governmental body or court having jurisdiction over the General Partner or any of its activities or propertiessecured parties.
SECTION (b) The Owner hereby represents and warrants to the General Partner that:
(i) the Owner (i) is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware, (ii) has the requisite power and legal right to own and operate its properties and to carry on its business as presently conducted and (iii) to the best of its knowledge after due inquiry, is duly qualified to do business as a foreign limited partnership in good standing in each jurisdiction in which its ownership or leasing of properties or the conduct of its business requires such qualification, except where the failure to so qualify would not materially impair the ability of the Owner to perform its obligations hereunder;
(ii) the Owner has full power and authority to execute and deliver this Agreement and any documents referred to herein and to perform its obligations in accordance herewith and therewith;
(iii) all acts, consents, licenses, orders, authorizations, approvals, waivers, extensions and variances of, and notices to or filings with, any governmental or public body and other proceedings to be taken by or on the part of the Owner to authorize the Owner to perform hereunder and under any documents referred to herein or contemplated hereby have been duly and properly taken;
(iv) this Agreement has been duly authorized, executed and delivered by the Owner and, assuming the due authorization, execution and delivery of this Agreement by the General Partner, this Agreement constitutes the legal, valid and binding obligation of the Owner, enforceable in accordance with its terms, subject, as to enforceability, to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law);
(v) the execution, delivery and performance hereof by the Owner and any obligations contemplated herein will not result in any violation of any term of the certificate of limited partnership or the partnership agreement of the Owner, do not require the approval or consent of any limited partner or general partner of the Owner, except such as have been obtained prior to the date hereof, and will not conflict with, or result in a breach in any material respect of, any terms or provisions of, or constitute a default under, or result in the creation or imposition of any Lien (other than a Permitted Lien) upon any property or assets of the Owner under, any indenture, mortgage or other agreement or instrument to which the Owner is a party or by which it or any of its property is bound, or any existing applicable law, rule, regulation, license, judgment, order or decree of any government, governmental body or court having jurisdiction over the Owner or any of its activities or properties; and
(vi) upon the sale of the Property and Equipment, as contemplated hereby, the Owner's interest in the Property and Equipment will vest in the General Partner, free and clear of all Liens (other then Permitted Liens).
Appears in 1 contract
Samples: Master Services Agreement
Representations and Warranties Certain Covenants. SECTION (a) 3.01. The General Partner hereby represents and warrants to the Owner that:
(ia) the General Partner (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, (ii) has the requisite corporate power and legal right to own and operate its properties and to carry on its business as presently conducted, and (iii) to the best of its knowledge after due inquiry, is duly qualified to do business as a foreign corporation in good standing in each jurisdiction in which its ownership or leasing of properties or the conduct of its business requires such qualification, except where the failure to so qualify would not materially impair the ability of the General Partner to perform its obligations hereunder;
(iib) the General Partner has full power and authority to execute and deliver this Agreement and any documents referred to herein and to perform its obligations in accordance herewith and therewith;
(iiic) all acts, consents, licenses, orders, authorizations, approvals, waivers, extensions, and variances of, and notices to or filings with, with any governmental or public body and other proceedings to be taken by or on the part of the General Partner to authorize the General Partner to perform hereunder and under any documents referred to herein or contemplated hereby have been duly and properly taken;
(ivd) this Agreement has been duly authorized, executed and delivered by the General Partner and, assuming the due authorization, execution and delivery of this Agreement by the Owner, this Agreement constitutes the legal, valid and binding obligation of the General Partner, enforceable in accordance with its terms, subject, as to enforceability, to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law); and
(ve) the execution, delivery and performance hereof by the General Partner and any obligations contemplated herein will not result in any violation of any term of the articles of incorporation or the by-laws of the General Partner, do not require stockholder approval or the approval or consent of any trustee or holders of indebtedness of the General Partner except such as have been obtained prior to the date hereof and will not conflict with or result in a breach in any material respect of any terms or provisions of, or constitute a default under, or result in the creation or imposition of any Lien (other than a Permitted Lien) upon any property or assets of the General Partner under, any indenture, mortgage or other agreement or instrument to which the General Partner is a party or by which it or any of its property is bound, or any existing applicable law, rule, regulation, license, judgment, order or decree of any government, governmental body or court having jurisdiction over the General Partner or any of its activities or properties.
SECTION (b) 3.02. The Owner hereby represents and warrants to the General Partner that:
(ia) the Owner (i) is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware, (ii) has the requisite power and legal right to own and operate its properties and to carry on its business as presently conducted and (iii) to the best of its knowledge after due inquiry, is duly qualified to do business as a foreign limited partnership in good standing in each jurisdiction in which its ownership or leasing of properties or the conduct of its business requires such qualification, except where the failure to so qualify would not materially impair the ability of the Owner to perform its obligations hereunder;
(iib) the Owner has full power and authority to execute and deliver this Agreement and any documents referred to herein and to perform its obligations in accordance herewith and therewith;
(iiic) all acts, consents, licenses, orders, authorizations, approvals, waivers, extensions and variances of, and notices to or filings with, with any governmental or public body and other proceedings to be taken by or on the part of the Owner to authorize the Owner to perform hereunder and under any documents referred to herein or contemplated hereby have been duly and properly taken;
(ivd) this Agreement has been duly authorized, executed and delivered by the Owner and, assuming the due authorization, execution and delivery of this Agreement by the General Partner, this Agreement constitutes the legal, valid and binding obligation of the Owner, enforceable in accordance with its terms, subject, as to enforceability, to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law);
(v) the execution, delivery and performance hereof by the Owner and any obligations contemplated herein will not result in any violation of any term of the certificate of limited partnership or the partnership agreement of the Owner, do not require the approval or consent of any limited partner or general partner of the Owner, except such as have been obtained prior to the date hereof, and will not conflict with, or result in a breach in any material respect of, any terms or provisions of, or constitute a default under, or result in the creation or imposition of any Lien (other than a Permitted Lien) upon any property or assets of the Owner under, any indenture, mortgage or other agreement or instrument to which the Owner is a party or by which it or any of its property is bound, or any existing applicable law, rule, regulation, license, judgment, order or decree of any government, governmental body or court having jurisdiction over the Owner or any of its activities or properties; and
(vi) upon the sale of the Property and Equipment, as contemplated hereby, the Owner's interest in the Property and Equipment will vest in the General Partner, free and clear of all Liens (other then Permitted Liens).,
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