REPRESENTATIONS AND WARRANTIES OF PRA. Except as disclosed by PRA to NORCAL in accordance with Section 8.5 of this Agreement, PRA hereby represents and warranties to NORCAL, as of the date hereof or such other date as specified, as follows:
REPRESENTATIONS AND WARRANTIES OF PRA. Except as disclosed by PRA and PRA Professional to Medmarc in accordance with Section 7.7 of this Agreement, PRA and PRA Professional hereby represent and warrant to Medmarc, as of the date hereof or such other date as specified, as follows:
REPRESENTATIONS AND WARRANTIES OF PRA. Except as disclosed by PRA to PICA in accordance with Section 7.7 of this Agreement, PRA hereby represents and warrants to PICA, as of the date hereof or such other date as specified, as follows
REPRESENTATIONS AND WARRANTIES OF PRA. PRA represents and warrants to NCRIC that the statements contained in this Article 4 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date was substituted for the date of this Agreement throughout this Article), except (i) as set forth in the disclosure schedule delivered by PRA to NCRIC on the date hereof and initialed by the parties (the "PRA DISCLOSURE SCHEDULE"), or (ii) for any changes to the PRA Disclosure Schedule that are disclosed by PRA to NCRIC in accordance with Section 6.9(b) of this Agreement, or (iii) to the extent such representations and warranties speak as of an earlier date. Nothing in the PRA Disclosure Schedule shall be deemed adequate to disclose an exception to a representation or warranty made herein unless the PRA Disclosure Schedule identifies the exception with reasonable particularity. The PRA Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Article; provided, however, (i) that each exception set forth in the PRA Disclosure Schedule shall be deemed disclosed for purposes of all representations and warranties if such exception is contained in a section of the PRA Disclosure Schedule corresponding to a Section in this Article 4, and (ii) the mere inclusion of an exception in the PRA Disclosure Schedule shall not be deemed an admission by PRA that such exception represents a material fact, event or circumstance or would result in a material adverse effect or material adverse change.
REPRESENTATIONS AND WARRANTIES OF PRA. PRA represents and warrants to PIC WISCONSIN that the statements contained in this Article 5 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date was substituted for the date of this Agreement throughout this Article), except (i) as set forth in the disclosure schedule delivered by PRA to PIC WISCONSIN on the date hereof and initialed by the parties (the "PRA Disclosure Schedule"), or (ii) for any changes to the PRA Disclosure Schedule that are disclosed by PRA to PIC WISCONSIN in accordance with Section 7.9(b) of this Agreement, or (iii) to the extent such representations and warranties speak as of an earlier date. Nothing in the PRA Disclosure Schedule shall be deemed adequate to disclose an exception to a representation or warranty made herein unless the PRA Disclosure Schedule identifies the exception with reasonable particularity. The PRA Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Article 5; provided, however, (i) that each exception set forth in the PRA Disclosure Schedule shall be deemed disclosed for purposes of all representations and warranties if such exception is contained in a section of the PRA Disclosure Schedule corresponding to a Section in this Article 5, and (ii) the mere inclusion of an exception in the PRA Disclosure Schedule shall not be deemed an admission by PRA that such exception represents a material fact, event or circumstance or would result in a material adverse effect or material adverse change. All documents and instruments attached as exhibits or annexes to the PRA Disclosure Schedule are incorporated by reference to the PRA Disclosure Schedule.
5.1 Corporate Organization.
(a) PRA is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. PRA has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted, and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified can be cured without a Material Adverse Effect (as defined in Section 10.17(a)) on PRA.
(b) PRA h...
REPRESENTATIONS AND WARRANTIES OF PRA. PRA represents and warrants to Xxxxxxx as follows:
REPRESENTATIONS AND WARRANTIES OF PRA a. PRA represents and warrants that the personnel assigned to perform Services rendered under this Agreement will be capable professionally. PRA represents and warrants that the Services provided under this Agreement will be of commercially reasonable quality in accordance with any specifications or requirements set forth in a Task Order and will be performed in a professional, diligent and safe manner in accordance with industry standards.
b. PRA further represents and warrants that it will make available to Sponsor or to the responsible regulatory authority relevant records, programs, and data as may be reasonably requested by Sponsor for purposes related to filing and prosecution of Sponsor's related new drug applications.
c. PRA's sole obligation for material breach of a representation and warranty set out in this Section will be to correct or replace that portion of the Services that fails to materially conform thereto.
d. On [**] basis PRA shall submit to Sponsor financial statements, including but not limited to, a balance sheet, a statement of operations and a statement of cash flows and all notes thereto (the "Statements"). The Statements shall be audited and such proof of audit shall be provided to Sponsor. Sponsor shall review such Statements and return them to PRA within [**] days of receipt. The Statements are considered PRA Information and subject to the provisions of Section 10.2 below.
REPRESENTATIONS AND WARRANTIES OF PRA a. PRA represents and warrants that without derogating from the representations set forth in Section 2 above, it has the experience, capability, and resources necessary to perform Services under this Agreement, and that the personnel assigned to perform Services rendered under this Agreement will be capable professionally.
b. PRA further represents and warrants that it will make available to Sponsor or to the responsible regulatory authority relevant records, programs, and data as may be reasonably requested by Sponsor for purposes related to filing and prosecution of Sponsor’s related new drug applications.
c. In conformity with any applicable law, including the United States Foreign Corrupt Practices Act (“USFCPA”), PRA and its employees and officers shall not directly or indirectly make any offers, payments, promises to pay, or authorize payment, or offer a gift, promise to give, or authorize the giving of anything of value for the purpose of influencing an act (including a decision not to act) or decision of an official of any government within the territory in which the Agreement is being executed or inducing such a person to use his/her influence to affect any such governmental act or decision in order to assist Sponsor (or its clients) in obtaining, retaining or directing business for the benefit of Sponsor (or its clients) if such action on the part of PRA would be in violation of such applicable law,
REPRESENTATIONS AND WARRANTIES OF PRA a. PRA warrants that it will render the Services in accordance with high professional standards and that the Services will be completed in conformance with the terms of this Agreement and any Task Order issued hereunder.
b. PRA warrants that the personnel assigned to perform Services rendered under this Agreement shall be capable professionally and that it has sufficient personnel and resources to perform the Services in a timely fashion.
c. PRA further warrants that it will perform the Services in compliance with all applicable laws and regulations and that it will make available to Sponsor or to the responsible regulatory authority relevant records, programs, and data as may be reasonably requested by Sponsor for purposes related to filing and prosecution of Sponsor’s related new drug applications.
d. The warranties contained in this Section are in lieu of all other warranties expressed or implied.
