REPRESENTATIONS AND WARRANTIES OF ACCESS. ACCESS represents and warrants to each of the Funds that:
3.01 It is a corporation duly organized and existing and in good standing under the laws of the State of Delaware.
3.02 It is duly qualified to carry on its business in each jurisdiction in which the nature of its business requires it to be so qualified.
3.03 It is empowered under applicable laws and regulations and by its charter and bylaws to enter into and perform this Agreement.
3.04 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.
3.05 It has and will continue to have during the term of this Agreement access to the necessary facilities, equipment and personnel to perform its duties and obligations hereunder.
3.06 It will maintain a system regarding "as of" transactions as follows:
REPRESENTATIONS AND WARRANTIES OF ACCESS. ACCESS represents and warrants to each of the Funds that:
3.01 It is a corporation duly organized and existing and in good standing under the laws of the State of Delaware.
3.02 It is duly qualified to carry on its business in the states of Texas and Missouri.
3.03 It is empowered under applicable laws and by its charter and bylaws to enter into and perform this Agreement.
REPRESENTATIONS AND WARRANTIES OF ACCESS. ACCESS represents and warrants to the Fund that:
3.01 It is a corporation duly organized and existing and in good standing under the laws of the State of Delaware.
3.02 It is duly qualified to carry on its business in the states of Texas and Missouri.
3.03 It is empowered under applicable laws and by its charter and bylaws to enter into and perform this Agreement.
3.04 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.
3.05 It has and will continue to have during the term of this Agreement access to the necessary facilities, equipment and personnel to perform its duties and obligations hereunder.
3.06 It will maintain a system regarding "as of" transactions as follows:
REPRESENTATIONS AND WARRANTIES OF ACCESS. Except to the extent modified or disclosed on the Schedules hereto and except to the extent that all representations and warranties in this Section 5 are modified and supplemented by the knowledge of ULURU and Xxxxx X. Xxxx (and no breach of any representation or warranty shall exist to the extent that ULURU or Xxxxx X. Xxxx has knowledge thereof), Access hereby represents and warrants to ULURU as follows:
REPRESENTATIONS AND WARRANTIES OF ACCESS. ACCESS represents and warrants to the Fund that: 3.01 It is a corporation duly organized and existing and in good standing under the laws of the State of Delaware.
REPRESENTATIONS AND WARRANTIES OF ACCESS. ACCESS hereby further represents and warrants to WYETH that:
6.2.1 as of the date of each delivery of the Product by ACCESS to a carrier, the Product (a) has been Manufactured, stored and shipped in strict accordance with GMPs, all applicable laws, rules, regulations or requirements and all applicable Regulatory Approvals in effect at the time of Manufacture; (b) conforms to the Specifications and the Quality Agreement, and is free from defects and are merchantable; (c) is not adulterated or misbranded; and (d) has been shipped and stored in accordance with procedures requested by WYETH;
6.2.2 as of the date of each delivery of the Product by ACCESS to a carrier, ACCESS has good and marketable title to the Product and the Product is free from all liens, charges, encumbrances and security interests;
6.2.3 to ACCESS's actual knowledge as of the Effective Date, the Manufacture, use, importation, offer for sale and sale of the Product does not infringe any intellectual property rights of any Third Party within the Territory;
6.2.4 as of the date of each delivery of the Product by ACCESS to a carrier, neither ACCESS not any Affiliate, contractor or Third Party manufacturer of ACCESS, used or uses in any capacity the services of any person debarred under the U.S. Generic Drug Enforcement Act, 21 USA %335a(k)(l) and further it did not use any person who has been convicted of a crime as defined under the Generic Drug Enforcement Act in connection with the Manufacture of Product;
6.2.5 as of the date of each delivery of the Product by ACCESS to a carrier, ACCESS possesses all necessary Regulatory Approvals relating to ACCESS's Manufacture and supply to WYETH of the Product;
6.2.6 as of the Effective Date, U.S. Patent No. * is existing and has not * - Confidential portions have been omitted and are on file separately with the Commission. been held to be invalid or unenforceable, in whole or in part;
6.2.7 as of the Effective Date, ACCESS is the sole and exclusive owner of the Intellectual Property Rights existing as of the Effective Date, all of which are free and clear of any liens, charges and encumbrances (other than any licenses granted by ACCESS to Third Parties, which grants do not conflict with the license grants to WYETH hereunder);
6.2.8 as of the Effective Date, and, except as disclosed to WYETH in writing, as of the date of each delivery of the Product by ACCESS to a carrier, ACCESS has received no notice that the practice of the Intellectual Property Rig...
REPRESENTATIONS AND WARRANTIES OF ACCESS. ACCESS represents and warrants to MSAM and the Funds that:
3.01 It is a corporation duly organized and existing and in good standing under the laws of the State of Delaware.
3.02 It is duly registered as a transfer agent under The Securities Exchange Act of 1934.
3.03 It is duly qualified to carry on its business in the states of Texas and Missouri.
3.04 It is empowered under applicable laws and by its charter and bylaws to enter into and perform this Agreement.
3.05 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.
3.06 It has and will continue to have during the term of this Agreement access to the necessary facilities, equipment and personnel to perform its duties and obligations hereunder.
3.07 It will maintain a system regarding "as of" transactions as follows:
REPRESENTATIONS AND WARRANTIES OF ACCESS. ACCESS represents and warrants to each of the Funds that:
REPRESENTATIONS AND WARRANTIES OF ACCESS. ACCESS represents and warrants to the Funds that: 3.01 It is a corporation duly organized and existing and in good standing under the laws of the State of Massachusetts.
REPRESENTATIONS AND WARRANTIES OF ACCESS. Access hereby represents and warrants to MLIM as follows:
