Representations, Warranties and Covenants of Company. Company represents, warrants, and covenants to Manager, with the understanding Manager is relying upon such representations, warranties, and covenants that: (a) Company will in good faith cooperate with respect to Manager's efforts to, on behalf of the Company, obtain and maintain all necessary approvals, licenses, permits, certificates or other authorizations to operate the Business and the timely satisfaction of any rules, regulations, laws, or other regulatory requirements that affect the Business (the "Regulatory Requirements"), including but not limited to the payment of all costs and fees associated therewith; (b) Company will comply in all respects with all applicable regulatory requirements, as amended from time to time, in the operation the Business and will cooperate with Manager's efforts to do so as well; (c) Company will fully-cooperate with Manager in all aspects of the provision of Management Services, including, but not limited to, the completion of all tasks which reasonably need to be assigned to Company by Manager; (d) Company has the full right, power, and authority to enter into this Agreement and be bound by the terms of this Agreement without the consent of any other person or entity; (e) the execution and delivery of this Agreement and the performance by Company of its obligations pursuant to this Agreement do not and will not constitute a breach of or a default under any other agreement or obligation applicable to Company; (f) upon execution and delivery of this Agreement, this Agreement will constitute the valid and binding obligation of Company; (g) all information supplied by Company or its agents to Manager or its agents will be true, complete, and correct and will not fail to state a material fact necessary to make any of such information not misleading; (h) Company is the sole intended beneficiary of the Management Services and is entering into this Agreement on behalf of itself and not for the benefit of any other person or entity; (i) Manager is being engaged by Company and not any other party; U) The representations, warranties, and covenants of Company set forth in this Section and elsewhere in the Agreement survive the termination of the Agreement for a period of two (2) years, are not lessened or rendered inapplicable by any more specific or general representation, warranty, or covenant, and are not lessened or rendered inapplicable by Manager's actual or constructive knowledge of any fact or circumstance to the contrary of any representation or warranty of Company, and are independent of any legal obligation of the Company to Manager arising as a matter of law or other agreement; and, (k) Company shall, at reasonable intervals, and as requested by the Manager, execute an estoppel certificate as requested by the Manager representing to the Manager and any third party designated by the Manager that this Agreement is in full force and effect and not subject to any breach or default on the part of the Manager.
Appears in 1 contract
Samples: Management Services Agreement
Representations, Warranties and Covenants of Company. Company represents, warrants, and covenants to Manager, with the understanding Manager is relying upon such representations, warranties, and covenants that:
that (a) Company will in good faith cooperate with respect to Manager's efforts to, on behalf of the Company, obtain and maintain all necessary approvals, licenses, permits, certificates or other authorizations to operate the Business and the timely satisfaction of any rules, regulations, laws, or other regulatory requirements that affect the Business (the "Regulatory Requirements"), including but not limited to the payment of all costs and fees associated therewith;
(b) Company will comply in all respects with all applicable regulatory requirements, as amended from time to time, in the operation the Business and will cooperate with Manager's efforts to do so as well;
(c) Company will fully-cooperate with Manager in all aspects of the provision of Management Services, including, but not limited to, the completion of all tasks which reasonably need to be assigned to Company by Manager;
(d) Company has the full right, power, and authority to enter into this Agreement and be bound by the terms of this Agreement without the consent of any other person or entity;
; (eb) the execution and delivery of this Agreement and the performance by Company of its obligations pursuant to this Agreement do not and will not constitute a breach of or a default under any other agreement or obligation applicable to Company;
; (fc) upon execution and delivery of this AgreementAgreement by Company, this Agreement will constitute the valid and binding obligation of Company;
; (gd) all information supplied by Company or its agents to Manager or its agents will be true, complete, and correct and will not fail to state a material fact necessary to make any of such information not misleading;
; (e) Manager will owe no duty whatsoever to any spouse, entity, trust, owner, or other person affiliated with Company that is not designated in this Agreement as Company; (t) Company is and will be the sole owner of any and all other information, documents, applications, data, schematics, diagrams, and the like used by Manager or its affiliates pursuant to or otherwise in furtherance of the purpose of this Agreement; (g) there are no actions, suits, proceedings, or investigations pending or, to the knowledge of Company, threatened against or involving Company, brought by Company, affecting Company, or any of the rights and obligations described therein, at law or in equity or before or by any federal, state, municipal, or other governmental department, commission, board, agency, or instrumentality, domestic or foreign, nor has any such action, suit, proceeding, or investigation been pending during the twenty-four (24) month period preceding the Effective Date of this Agreement; and (h) Company is the sole intended beneficiary of the Management Services and is entering into this Agreement on behalf of itself and not shall be solely responsible for the benefit of any other person excise, transfer, sales or entity;
(i) Manager is being engaged by Company and not any other party; U) The representations, warranties, and covenants of Company set forth in this Section and elsewhere in the Agreement survive the termination of the Agreement for a period of two (2) years, are not lessened or rendered inapplicable by any more specific or general representation, warranty, or covenant, and are not lessened or rendered inapplicable by Manager's actual or constructive knowledge of any fact or circumstance similar tax with respect to the contrary of any representation or warranty of Company, and are independent of any legal obligation of the Company to Manager arising as a matter of law or other agreement; and,
(k) Company shall, at reasonable intervals, and as requested by the Manager, execute an estoppel certificate as requested by the Manager representing to the Manager and any third party designated by the Manager that this Agreement is in full force and effect and not subject to any breach or default on the part of the ManagerDeliverables.
Appears in 1 contract
Samples: Management Services Agreement (Blue Chip Capital Group Inc.)
Representations, Warranties and Covenants of Company. The Company represents, warrantsrepresents and warrants to, and covenants to Managerwith, with the understanding Manager is relying upon such representations, warranties, and covenants GKM that:
(ai) Company will in good faith cooperate with respect to Manager's efforts to, on behalf of the Company, obtain and maintain all necessary approvals, licenses, permits, certificates or other authorizations to operate the Business and the timely satisfaction of any rules, regulations, laws, or other regulatory requirements that affect the Business (the "Regulatory Requirements"), including but not limited to the payment of all costs and fees associated therewith;
(b) Company will comply in all respects with all applicable regulatory requirements, as amended from time to time, in the operation the Business and will cooperate with Manager's efforts to do so as well;
(c) Company will fully-cooperate with Manager in all aspects of the provision of Management Services, including, but not limited to, the completion of all tasks which reasonably need to be assigned to Company by Manager;
(d) The Company has the full right, power, corporate power and authority to enter into execute and deliver this Agreement and be bound by to perform its obligations hereunder, and all consents, authorizations, approvals and orders required in connection with the terms of execution, delivery and performance hereof have been obtained; (ii) this Agreement without the consent of any other person or entity;
(e) the execution and delivery of this Agreement and the performance by Company of its obligations pursuant to this Agreement do not and will not constitute is a breach of or a default under any other agreement or obligation applicable to Company;
(f) upon execution and delivery of this Agreement, this Agreement will constitute the valid and binding obligation of the Company;, enforceable in accordance with its terms, except to the extent that the enforceability hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors generally and general principles of equity; and (iii) the execution, delivery and performance of this Agreement will not conflict with, result in a breach of any of the terms or provisions of, or constitute a violation or a default under, any material agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound.
(gb) The Company shall furnish GKM with such information as GKM believes appropriate to its assignment hereunder (all such information supplied so furnished being the "Information"). The Company recognizes and confirms that GKM (i) will use, and rely primarily on, the Information and information available from generally recognized public sources (the "Other Information") in rendering its services without having independently verified the same, (ii) does not assume responsibility for the accuracy or completeness of the Information and such Other Information, (iii) will not make an appraisal of any assets of the Company and (iv) will provide its advice hereunder based on the Information and the Other Information. The Information to be furnished by Company or its agents to Manager or its agents the Company, when delivered, will be true, complete, true and correct in all material respects and will not fail to state contain any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make any the statements contained therein, in light of such information the circumstances under which they were made, not misleading;. The Company shall promptly notify GKM of any material inaccuracy or misstatement in, or material omission from, any Information theretofore delivered to GKM.
(hc) During the term of this Agreement, the Company is will give GKM prompt notice of any material change in the sole intended beneficiary assets, liabilities, condition (financial or otherwise), earnings, business affairs or business prospects of the Management Services and is entering into this Agreement on behalf of itself and Company, whether or not for the benefit of any other person or entity;
(i) Manager is being engaged by Company and not any other party; U) The representations, warranties, and covenants of Company set forth in this Section and elsewhere arising in the Agreement survive ordinary course of business, as well as such other information concerning the termination of the Agreement for a period of two (2) years, are not lessened or rendered inapplicable by any more specific or general representation, warranty, or covenant, business and are not lessened or rendered inapplicable by Manager's actual or constructive knowledge of any fact or circumstance to the contrary of any representation or warranty of Company, and are independent of any legal obligation financial condition of the Company as GKM may from time to Manager arising as a matter of law or other agreement; and,
(k) Company shall, at reasonable intervals, and as requested by the Manager, execute an estoppel certificate as requested by the Manager representing to the Manager and any third party designated by the Manager that this Agreement is in full force and effect and not subject to any breach or default on the part of the Manager.time reasonably request. 6 [GKM GERAXX XXXXXX XXXXXXXX XXXXXXXXXX]
Appears in 1 contract
Representations, Warranties and Covenants of Company. Company represents, warrants, and covenants to Manager, with the understanding Manager is relying upon such representations, warranties, and covenants that:
that (a) Company will in good faith cooperate with respect to Manager's efforts to, on behalf of the Company, obtain and maintain all necessary approvals, licenses, permits, certificates or other authorizations to operate the Business and the timely satisfaction of any rules, regulations, laws, or other regulatory requirements that affect the Business (the "Regulatory Requirements"), including but not limited to the payment of all costs and fees associated therewith;
(b) Company will comply in all respects with all applicable regulatory requirements, as amended from time to time, in the operation the Business and will cooperate with Manager's efforts to do so as well;
(c) Company will fully-cooperate with Manager in all aspects of the provision of Management Services, including, but not limited to, the completion of all tasks which reasonably need to be assigned to Company by Manager;
(d) Company has the full right, power, and authority to enter into this Agreement and be bound by the terms of this Agreement without the consent of any other person or entity;
; (eb) the execution and delivery of this Agreement and the performance by Company of its obligations pursuant to this Agreement do not and will not constitute a breach of or a default under any other agreement or obligation applicable to Company;
; (fc) upon execution and delivery of this AgreementAgreement by Company, this Agreement will constitute the valid and binding obligation of Company;
; (gd) all information supplied by Company or its agents to Manager or its agents will be true, complete, and correct and will not fail to state a material fact necessary to make any of such information not misleading;
; (e) Manager will owe no duty whatsoever to any spouse, entity, trust, owner, or other person affiliated with Company that is not designated in this Agreement as Company; (f) Company is and will be the sole owner of any and all other information, documents, applications, data, schematics, diagrams, and the like used by Manager or its affiliates pursuant to or otherwise in furtherance of the purposes of this Agreement; (g) there are no actions, suits, proceedings, or investigations pending or, to the knowledge of Company, threatened against or involving Company, brought by Company, affecting Company, or any of the rights and obligations described therein, at law or in equity or before or by any federal, state, municipal, or other governmental department, commission, board, agency, or instrumentality, domestic or foreign, nor has any such action, suit, proceeding, or investigation been pending during the twenty-four (24) month period preceding the Effective Date of this Agreement; and (h) Company is shall be solely responsible for any excise, transfer, sales or similar tax with respect to the sole intended beneficiary Deliverables. Company shall maintain Company’s Facility and all equipment in good working condition to ensure the cultivation of high-quality marijuana plants. For purposes of this Section, good working condition shall mean that the Management Services and is entering into this Agreement on behalf of itself and not for the benefit of any other person or entity;
Facility: (i) Manager is being engaged by Company shall meet or exceed all required security and not any other partysafety laws, codes and regulations; U(ii) The representationscontain sufficient and functioning grow lamps and timers; (iii) contain sufficient, warrantiesfunctioning and programmable temperature, CO2, humidity and/or light control mechanisms; and covenants of Company set forth (iv) contain sufficient and functioning plant hydration and fertigation systems, all as necessary and in this Section and elsewhere in the Agreement survive the termination of the Agreement for a period of two (2) years, are not lessened or rendered inapplicable by any more specific or general representation, warranty, or covenant, and are not lessened or rendered inapplicable by Manager's actual or constructive knowledge of any fact or circumstance to the contrary of any representation or warranty of Company, and are independent of any legal obligation of the Company to Manager arising as a matter of law or other agreement; and,
(k) Company shall, at reasonable intervals, and as requested by the Manager, execute an estoppel certificate as requested by the Manager representing to the Manager and any third party designated by the Manager that this Agreement is in full force and effect and not subject to any breach or default on the part of the Managercompliance with applicable law.
Appears in 1 contract
Representations, Warranties and Covenants of Company. Company represents, warrantshereby represents and warrants to Investor that the following are true and correct as of the date hereof, and covenants to Manager, with the understanding Manager is relying upon such representations, warranties, and covenants that:
as of each Closing Date: (ai) Company will is a corporation duly organized, validly existing and in good faith cooperate with respect standing under the laws of its state of incorporation and has the requisite corporate power to Manager's efforts to, own its properties and to carry on behalf its business as now being conducted; (ii) Company is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the Company, obtain and maintain all necessary approvals, licenses, permits, certificates business conducted or other authorizations to operate the Business and the timely satisfaction of any rules, regulations, laws, or other regulatory requirements that affect the Business property owned by it makes such qualification necessary; (the "Regulatory Requirements"), including but not limited to the payment of all costs and fees associated therewith;
(biii) Company will comply in all respects with all applicable regulatory requirementshas registered its Common Stock under Section 12(g) of the Securities Exchange Act of 1934, as amended from time (the “1934 Act”), and is obligated to time, in the operation the Business and will cooperate with Manager's efforts file reports pursuant to do so as well;
(cSection 13 or Section 15(d) Company will fully-cooperate with Manager in all aspects of the provision 1934 Act; (iv) each of Management Servicesthe Transaction Documents and the Additional Investment Documents, includingif applicable, but not limited toand the transactions contemplated hereby and thereby, have been duly and validly authorized by Company; (v) this Agreement, the completion of all tasks which reasonably need to be assigned to Company by Manager;
(d) Company has New Note, the full right, powerSecurity Agreement, and authority to enter into this Agreement the other Transaction Documents have been duly executed and be bound delivered by Company and constitute the terms valid and binding obligations of this Agreement without the consent of any other person or entity;
Company enforceable in accordance with their terms; (evi) the execution and delivery of this Agreement the Transaction Documents and the performance Additional Investment Documents, if applicable, by Company, the issuance of Securities in accordance with the terms hereof and thereof, and the consummation by Company of its obligations pursuant to this Agreement the other transactions contemplated by the Transaction Documents and the Additional Investment Documents do not and will not constitute (except in the case of clause (vi)(a) or (vi)(b) for such conflict or breach that would not, individually or in the aggregate, have a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, condition (financial or otherwise) or prospects of the Company and its subsidiaries, taken as a whole, or on the transactions contemplated hereby) conflict with or result in a breach by Company of any of the terms or provisions of, or constitute a default under (a) Company’s formation documents or bylaws, each as currently in effect, (b) any indenture, mortgage, deed of trust, or other material agreement or instrument to which Company is a party or by which it or any of its properties or assets are bound, including any listing agreement for the Common Stock, or (c) any existing applicable law, rule, or regulation or any applicable decree, judgment, or order of any court, United States federal or state regulatory body, administrative agency, or other governmental body having jurisdiction over Company or any of Company’s properties or assets; (i) no further authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders or any lender of Company is required to be obtained by Company for the issuance of the Securities to Investor; (ii) none of Company’s filings with the SEC contained, at the time they were filed, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; (iii) Company has filed all reports, schedules, forms, statements and other documents required to be filed by Company with the SEC under the 1934 Act on a timely basis or has received a valid extension of such time of filing and has filed any such report, schedule, form, statement or other document prior to the expiration of any such extension; (iv) there is no action, suit, proceeding, inquiry or investigation before or by any court, public board or body pending or, to the knowledge of Company, threatened against or affecting Company before or by any governmental authority or non-governmental department, commission, board, bureau, agency or instrumentality or any other agreement person, wherein an unfavorable decision, ruling or finding which would adversely affect the validity or enforceability of, or the authority or ability of Company to perform its obligations under, any of the Transaction Documents; (v) Company has not consummated any material financing transaction that has not been disclosed in a periodic filing or current report with the SEC under the 1934 Act; (vi) Company is not, nor has it been at any time in the previous twelve (12) months, a “Shell Company,” as such type of “issuer” is described in Rule 144(i)(1) under the 1933 Act; (vii) with respect to any commissions, placement agent or finder’s fees or similar payments that will or would become due and owing by Company to any person or entity as a result of this Agreement or the transactions contemplated hereby (“Broker Fees”), any such Broker Fees will be made in full compliance with all applicable laws and regulations and only to a person or entity that is a registered investment adviser or registered broker-dealer; (viii) Investor shall have no obligation with respect to any Broker Fees or with respect to any claims made by or on behalf of other persons for fees of a type contemplated in this subsection that may be due in connection with the transactions contemplated hereby and Company shall indemnify and hold harmless each of Investor, Investor’s employees, officers, directors, stockholders, members, managers, agents, and partners, and their respective affiliates, from and against all claims, losses, damages, costs (including the costs of preparation and attorneys’ fees) and expenses suffered in respect of any such claimed or existing Broker Fees; (ix) when issued, the Conversion Shares will be duly authorized, validly issued, fully paid for and non-assessable, free and clear of all liens, claims, charges and encumbrances; (x) neither Investor nor any of its officers, directors, stockholders, members, managers, employees, agents or representatives has made any representations or warranties to Company or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and the Additional Investment Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents and the Additional Investment Documents, Company is not relying on any representation, warranty, covenant or promise of Investor or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documents and the Additional Investment Documents; (xi) Company acknowledges that the State of Utah has a reasonable relationship and sufficient contacts to the transactions contemplated by the Transaction Documents and the Additional Investment Documents and any dispute that may arise related thereto such that the laws and venue of the State of Utah, as set forth more specifically in Section 12.3 below, shall be applicable to the Transaction Documents, the Additional Investment Documents, and the transactions contemplated therein; (xii) the Prior Note represents Company;
(f) upon execution and delivery ’s unconditional obligation to pay the outstanding balance of the Prior Note pursuant to the terms thereof and, immediately prior to its cancellation pursuant to the terms of this Agreement, this Agreement will constitute the valid and binding obligation of Company;
(g) all information supplied by Company or its agents to Manager or its agents will be true, complete, and correct and will not fail to state a material fact necessary to make any of such information not misleading;
(h) Company is the sole intended beneficiary of the Management Services and is entering into this Agreement on behalf of itself and not for the benefit of any other person or entity;
(i) Manager is being engaged by Company and not any other party; U) The representations, warranties, and covenants of Company set forth in this Section and elsewhere in the Agreement survive the termination of the Agreement for a period of two (2) years, are not lessened or rendered inapplicable by any more specific or general representation, warranty, or covenant, and are not lessened or rendered inapplicable by Manager's actual or constructive knowledge of any fact or circumstance to the contrary of any representation or warranty of Company, and are independent of any legal obligation of the Company to Manager arising as a matter of law or other agreement; and,
(k) Company shall, at reasonable intervals, and as requested by the Manager, execute an estoppel certificate as requested by the Manager representing to the Manager and any third party designated by the Manager that this Agreement is in full force and effect and not subject to any breach offset, counterclaim, defense, or default reduction of any kind; and (xiii) Company has performed due diligence and background research on Investor and its affiliates including, without limitation, Xxxx X. Xxxx, and, to its satisfaction, has made inquiries with respect to all matters Company may consider relevant to the undertakings and relationships contemplated by the Transaction Documents including, among other things, the following: xxxx://xxxxxxxxx.xxxxxxxxxxxx.xxx/research/stocks/people/person.asp?personId=7505107&ticker=UAHC; SEC Civil Case No. 07-C-0347 (N.D. Ill.); SEC Civil Action No. 07-CV-347 (N.D. Ill.); and FINRA Case #2011029203701. Company, being aware of the matters described in subsection (xiii) above, acknowledges and agrees that such matters, or any similar matters, have no bearing on the part transactions contemplated by the Transaction Documents and covenants and agrees it will not use any such information as a defense to performance of its obligations under the ManagerTransaction Documents or in any attempt to a void, modify or reduce such obligations.
Appears in 1 contract
Samples: Settlement & Dispute Resolution (Silver Dragon Resources Inc.)
Representations, Warranties and Covenants of Company. Company represents, warrantswarrants and covenants, and covenants as applicable, to Manager, with the understanding Manager is relying upon such representations, warranties, and covenants Distributor that:
10.1.1 all Products supplied hereunder will (a) materially comply with the Product Specifications, (b) be free of material defects in function, workmanship or material, (c) be of merchantable quality and fit and suitable for Commercialization, (d) be free and clear of any and all encumbrances, liens or other third party rights or claims, and (e) be manufactured in material compliance with all Applicable Law, this Agreement and the relevant QA Requirements Document;
10.1.2 to Company’s knowledge, the Products supplied hereunder do not infringe, misappropriate or otherwise violate any intellectual property rights of a third party;
10.1.3 all issued patents within the Company will IP have been prosecuted and maintained by Company in good faith cooperate and are in full force and effect, and, to Company’s knowledge, all pending patent applications within the Company IP are being prosecuted and maintained in good faith and in accordance with respect to Manager's efforts to, on behalf all Applicable Law;
10.1.4 Company has not received any written notice of a claim or written threat of a claim or litigation made by any Person against Company or its Affiliates that alleges that any Company IP existing as of the Company, obtain Effective Date and maintain all necessary approvals, licenses, permits, certificates licensed to Distributor hereunder is invalid or unenforceable (other authorizations to operate than patent office actions or the Business and the timely satisfaction actions of any rules, regulations, laws, or other regulatory requirements that affect the Business (the "Regulatory Requirements"Authority), including but not limited to the payment of all costs and fees associated therewith;
10.1.5 Company has not received written notice from a third party claiming that a patent owned by such third party would be infringed by the Commercialization of any Product in the Field in the Territory, and no third party has threatened in writing to make any such claim;
10.1.6 the inventions claimed or covered by the Company IP licensed to Distributor hereunder (a) were not conceived, discovered, developed or otherwise made in connection with any research activities funded, in whole or in part, by the federal government of the United States or any agency thereof, (b) Company will comply are not a “subject invention” as that term is described in all respects with all applicable regulatory requirements35 USC. §201(e), as amended from time to time, in the operation the Business and will cooperate with Manager's efforts to do so as well;
(c) Company will fully-cooperate with Manager in all aspects are not otherwise subject to the provisions of the provision Patent and Trademark Law Amendments Act of Management Services1980, includingas amended, but not limited tocodified at 35 USC. §§200-212, the completion of all tasks which reasonably need to be assigned to Company by Manager;
as amended, or any regulations promulgated pursuant thereto, including in 37 C.F.R. Part 401 and (d) are not the subject of any licenses, options or other rights of any governmental authority, within the Territory;
10.1.7 Company has prepared, maintained and retained all regulatory documentation and regulatory licenses for the Products (including, for clarity, all Marketing Authorizations and any regulatory documentation and supporting data related thereto) in material accordance with Applicable Law;
10.1.8 Company has conducted, and has used reasonable efforts to cause its contractors and consultants to conduct, the development and manufacture of the Products (including all clinical studies) in accordance with Applicable Law; and
10.1.9 it has the full right, power, power and authority to enter into this Agreement and be bound by grant the terms of this Agreement without the consent of any other person or entity;
(e) the execution and delivery of this Agreement and the performance by Company of its obligations pursuant to this Agreement do not and will not constitute a breach of or a default licenses under any other agreement or obligation applicable to Company;
(f) upon execution and delivery of this Agreement, this Agreement will constitute the valid and binding obligation of Company;
(g) all information supplied by Company or its agents to Manager or its agents will be true, complete, and correct and will not fail to state a material fact necessary to make any of such information not misleading;
(h) Company is the sole intended beneficiary of the Management Services and is entering into this Agreement on behalf of itself and not for the benefit of any other person or entity;
(i) Manager is being engaged by Company and not any other party; U) The representations, warranties, and covenants of Company set forth in this Section and elsewhere in the Agreement survive the termination of the Agreement for a period of two (2) years, are not lessened or rendered inapplicable by any more specific or general representation, warranty, or covenant, and are not lessened or rendered inapplicable by Manager's actual or constructive knowledge of any fact or circumstance to the contrary of any representation or warranty of Company, and are independent of any legal obligation of the Company to Manager arising as a matter of law or other agreement; and,
(k) Company shall, at reasonable intervals, and as requested by the Manager, execute an estoppel certificate as requested by the Manager representing to the Manager and any third party designated by the Manager that this Agreement is in full force and effect and not subject to any breach or default on the part of the Manager.
Appears in 1 contract
Representations, Warranties and Covenants of Company. Company represents, warrants, and covenants to Manager, with the understanding Manager is relying upon such representations, warranties, and covenants that:
that (a) Company will in good faith cooperate with respect to Manager's efforts to, on behalf of the Company, obtain and maintain all necessary approvals, licenses, permits, certificates or other authorizations to operate the Business and the timely satisfaction of any rules, regulations, laws, or other regulatory requirements that affect the Business (the "Regulatory Requirements"), including but not limited to the payment of all costs and fees associated therewith;
(b) Company will comply in all respects with all applicable regulatory requirements, as amended from time to time, in the operation the Business and will cooperate with Manager's efforts to do so as well;
(c) Company will fully-cooperate with Manager in all aspects of the provision of Management Services, including, but not limited to, the completion of all tasks which reasonably need to be assigned to Company by Manager;
(d) Company has bas the full right, power, and authority to enter into this Agreement and be bound by the terms of this Agreement without the consent of any other person or entity;
; (eb) the execution and delivery of this Agreement and the performance by Company of its obligations pursuant to this Agreement do not and will not constitute a breach of or a default under any other agreement or obligation applicable to Company;
; (fc) upon execution and delivery of this AgreementAgreement by Company, this Agreement will constitute the valid and binding obligation of Company;
; (gd) all information supplied by Company or its agents to Manager or its agents will be true, complete, and correct and will not fail to state a material fact necessary to make any of such information not misleading;
; (e) Manager will owe no duty whatsoever to any spouse, entity, trust, owner, or other person affiliated with Company that is not designated in this Agreement as Company; (f) Company is and will be the sole owner of any and all other information, documents, applications, data, schematics, diagrams, and the like used by Manager or its affiliates pursuant to or otherwise in furtherance of the purposes of this Agreement; (g) there are no actions, suits, proceedings, or investigations pending or, to the knowledge of Company, threatened against or involving Company, brought by Company, affecting Company, or any of the rights and obligations described therein, at law or in equity or before or by any federal, state, municipal, or other governmental department, commission, board, agency, or instrumentality, domestic or foreign, nor has any such action, suit, proceeding, or investigation been pending during the twenty-four (24) month period preceding the Effective Date of this Agreement; and (h) Company is the sole intended beneficiary of the Management Services and is entering into this Agreement on behalf of itself and not shall be solely responsible for the benefit of any other person excise, transfer, sales or entity;
(i) Manager is being engaged by Company and not any other party; U) The representations, warranties, and covenants of Company set forth in this Section and elsewhere in the Agreement survive the termination of the Agreement for a period of two (2) years, are not lessened or rendered inapplicable by any more specific or general representation, warranty, or covenant, and are not lessened or rendered inapplicable by Manager's actual or constructive knowledge of any fact or circumstance similar tax with respect to the contrary of any representation or warranty of Company, and are independent of any legal obligation of the Company to Manager arising as a matter of law or other agreement; and,
(k) Company shall, at reasonable intervals, and as requested by the Manager, execute an estoppel certificate as requested by the Manager representing to the Manager and any third party designated by the Manager that this Agreement is in full force and effect and not subject to any breach or default on the part of the ManagerDeliverables.
Appears in 1 contract
Samples: Crowdfunding Platform Management and Maintenance Services Agreement (Blue Chip Capital Group Inc.)
Representations, Warranties and Covenants of Company. Company hereby represents, warrants, and covenants (as applicable) to Manager, with the understanding Manager is relying upon such representations, warranties, and covenants that:
(a) Company will in good faith cooperate with respect to Manager's efforts to, on behalf of the Company, obtain and maintain all necessary approvals, licenses, permits, certificates or other authorizations to operate the Business and the timely satisfaction of any rules, regulations, laws, or other regulatory requirements that affect the Business (the "Regulatory Requirements"), including but not limited to the payment of all costs and fees associated therewith;
(b) Company will comply in all respects with all applicable regulatory requirements, TB Alliance as amended from time to time, in the operation the Business and will cooperate with Manager's efforts to do so as well;
(c) Company will fully-cooperate with Manager in all aspects of the provision of Management Services, including, but not limited to, the completion of all tasks which reasonably need to be assigned to Company by Manager;
(d) follows: Company has the full right, power, power and authority to enter into grant to TB Alliance the license rights that it purports to grant hereunder; Company has not granted or will not grant to any third party any of its right, license or interest in, to or under any Company Background IP or Company Foreground IP that would conflict with, limit or adversely affect the rights granted to TB Alliance or TB Alliance’s ability to exercise the license rights granted to TB Alliance under this Agreement Agreement; Company shall not infringe or misappropriate any IP owned or controlled by any Third Party in connection with Company’s performance of the activities contemplated by this Agreement, Company has not received any claim and/or been party to any proceeding of any nature by any third party claiming the existence of any such infringement, and Company shall notify TB Alliance in writing promptly upon learning of any such actual or threatened claim or proceeding; Company confirms that no official of SU, UNITAID or WHO/PQ has received or will be bound by offered any benefit arising from this Agreement; Company represents that no payments of money or anything of value will be offered, promised or paid, directly or indirectly, to any government official: to influence any official act or decision of any government official; to induce the terms government official to do or omit to do an act in violation of this Agreement without the consent of a lawful duty; to secure any improper business advantage; or to obtain or retain business for, or otherwise direct business to Company or any other person or entity;
(e) the execution and delivery of this Agreement and the performance by Company of its obligations pursuant entity in any way related to this Agreement; and Company hereby agrees to fully comply with the ethical standards and other obligations described in the Grant Agreement do not and will not constitute a breach of or a default under any other agreement or obligation applicable to Company;
(f) upon execution and delivery of this Agreement, this Agreement will constitute the valid and binding obligation of Company;
(g) all information supplied by Company or its agents to Manager or its agents will be true, complete, and correct and will not fail to state a material fact necessary to make any of such information not misleading;
(h) Company is the sole intended beneficiary of the Management Services and is entering into this Agreement on behalf of itself and not for the benefit of any other person or entity;
(i) Manager is being engaged by Company and not any other party; U) The representations, warranties, and covenants of Company as set forth in this Section and elsewhere Exhibit C in connection with undertaking the Agreement survive the termination of the Agreement for a period of two (2) yearsProject. No Other Representations or Warranties. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, are not lessened or rendered inapplicable by any more specific or general representationNO REPRESENTATIONS OR WARRANTIES WHATSOEVER, warrantyWHETHER EXPRESS OR IMPLIED, or covenantINCLUDING, and are not lessened or rendered inapplicable by Manager's actual or constructive knowledge of any fact or circumstance to the contrary of any representation or warranty of CompanyWITHOUT LIMITATION, and are independent of any legal obligation of the Company to Manager arising as a matter of law or other agreement; and,
(k) Company shallWARRANTIES OF MERCHANTABILITY, at reasonable intervalsFITNESS FOR A PARTICULAR PURPOSE, and as requested by the ManagerOR NON-INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS, execute an estoppel certificate as requested by the Manager representing to the Manager and any third party designated by the Manager that this Agreement is in full force and effect and not subject to any breach or default on the part of the Manager.IS MADE OR GIVEN BY OR ON BEHALF OF A PARTY. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, ALL REPRESENTATIONS AND WARRANTIES, WHETHER ARISING BY OPERATION OF LAW OR OTHERWISE, ARE HEREBY EXPRESSLY EXCLUDED. Indemnification
Appears in 1 contract
Samples: Manufacturer Cooperation Agreement
Representations, Warranties and Covenants of Company. Company represents, warrants, hereby represents and covenants to Manager, with the understanding Manager is relying upon such representations, warranties, and covenants thatwarrants as follows:
(a) Company will in good faith cooperate with respect to Manager's efforts toThe execution, on behalf delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within Company’s powers and have been duly authorized by all necessary action on the part of Company. This Agreement has been duly executed and delivered by Company and constitutes legal, valid and binding obligations of Company, obtain and maintain all necessary approvals, licenses, permits, certificates or other authorizations to operate the Business and the timely satisfaction of any rules, regulations, laws, or other regulatory requirements that affect the Business (the "Regulatory Requirements"), including but not limited to the payment of all costs and fees associated therewith;enforceable against Company in accordance with its terms.
(b) The execution, delivery and performance by Company will comply in all respects with all applicable regulatory requirements, as amended from time to time, in the operation the Business of this Agreement does not and will cooperate not (i) contravene or conflict with Manager's efforts the organizational documents of Company, (ii) contravene or conflict with or constitute a violation of any Applicable Law(s), or (iii) breach or constitute a default under the provisions of any material contract, agreement or instrument to do so as well;which it is a party or by which it is bound.
(c) Company will fully-cooperate shall perform its obligations hereunder in conformance with Manager in all aspects of the provision of Management Services, including, but not limited to, the completion of all tasks which reasonably need to be assigned to Company by Manager;Applicable Law(s) (and cGMP if applicable).
(d) Company is not debarred and has not and shall not knowingly and intentionally use in any capacity the full right, power, and authority to enter into this Agreement and be bound by the terms of this Agreement without the consent services of any other person employee or entity;third party debarred under subsections 306(a) or (b) of the Generic Drug Enforcement Act of 1992.
(e) As of Release To The Client, all API and Drug Product(s) delivered to Client during the execution and delivery Term of this Agreement and the performance Agreement: (i) shall have been Manufactured by Company in material compliance with this Agreement, the Quality Agreement, and cGMP, in each case, as in effect at the time of its obligations pursuant to this Agreement do Manufacture, (ii) assuming compliance by Client with Section 3.7 (Labeling), shall not be adulterated or misbranded within the meaning of the Act, and will (iii) shall not constitute a breach have been Manufactured by Company in violation of or a default under any other agreement or obligation applicable to Company;Applicable Law(s) in any material respect.
(f) upon execution Upon Release to The Client, Company shall convey good title to all API and delivery of this Agreement, this Agreement will constitute the valid and binding obligation of Company;Drug Product(s) so delivered to Client or its designee.
(g) Company has all information supplied by Company or necessary and proper licenses, permits, approvals and expertise to perform its agents to Manager or its agents will be true, completeManufacturing and related duties under this Agreement and any Work Order, and correct all Facilities [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and will not fail filed separately with the Securities and Exchange Commission pursuant to state a material fact Rule 24b-2 of the Securities Exchange Act of 1934, as amended. have all necessary licenses, permits, and approvals necessary to make any of such information not misleading;perform the Manufacturing and related duties provided in this Agreement.
(h) Under no circumstances shall Company is the transfer any API and/ or Drug Product to any third parties, including any generic drug manufacturers, without first obtaining Client’s prior written approval, which approval may be withheld in Client’s sole intended beneficiary of the Management Services and is entering into this Agreement on behalf of itself and not for the benefit of any other person or entity;discretion.
(i) Manager is being engaged by Company and not any other party; U) The representationsThere are no suits, warranties, and covenants of Company set forth in this Section and elsewhere in the Agreement survive the termination of the Agreement for a period of two (2) years, are not lessened or rendered inapplicable by any more specific or general representation, warrantyclaims, or covenantproceedings pending, or to its best knowledge and are not lessened belief, after due inquiry, threatened against it or rendered inapplicable any of its Affiliates in any court or by Manager's actual or constructive knowledge of before any fact governmental body or circumstance agency which would affect its ability to perform its obligations under this Agreement.
(j) Company represents and warrants to Client that, to the contrary of any representation or warranty best of Company’s knowledge, and are independent Company’s Intellectual Property, that Company may license to Client under this Agreement or use in performing Services under this Agreement, does not infringe any patents of any legal obligation a third party. In performance of its obligations under this Agreement, Company will not knowingly incorporate into the Company to Manager arising as a matter of law or other agreement; and,
(k) Company shall, at reasonable intervals, and as requested by the Manager, execute an estoppel certificate as requested by the Manager representing to the Manager and Manufacturing process any third party designated by the Manager that this Agreement is in full force and effect and not subject to any breach or default on the part of the ManagerIntellectual Property except with Client’s consent.
Appears in 1 contract
Representations, Warranties and Covenants of Company. Company represents, warrants, and covenants to Manager, with the understanding Manager is relying upon such representations, warranties, and covenants that:
that (a) Company will in good faith cooperate with respect to Manager's efforts to, on behalf of the Company, obtain and maintain all necessary approvals, licenses, permits, certificates or other authorizations to operate the Business and the timely satisfaction of any rules, regulations, laws, or other regulatory requirements that affect the Business (the "Regulatory Requirements"), including but not limited to the payment of all costs and fees associated therewith;
(b) Company will comply in all respects with all applicable regulatory requirements, as amended from time to time, in the operation the Business and will cooperate with Manager's efforts to do so as well;
(c) Company will fully-cooperate with Manager in all aspects of the provision of Management Services, including, but not limited to, the completion of all tasks which reasonably need to be assigned to Company by Manager;
(d) Company has the full right, power, and authority to enter into this Agreement and be bound by the terms of this Agreement without the consent of any other person or entity;
; (eb) the execution and delivery of this Agreement and the performance by Company of its obligations pursuant to this Agreement do not and will not constitute a breach of or a default under any other agreement or obligation applicable to Company;
; (fc) upon execution and delivery of this AgreementAgreement by Company, this Agreement will constitute the valid and binding obligation of Company;
; (gd) all information supplied by Company or its agents to Manager or its agents will be true, complete, and correct and will not fail to state a material fact necessary to make any of such information not misleading;
; (e) Manager will owe no duty whatsoever to any spouse, entity, trust, owner, or other person affiliated with Company that is not designated in this Agreement as Company; (f) Company is and will be the sole owner of any and all other information, documents, applications, data, schematics, diagrams, and the like used by Manager or its affiliates pursuant to or otherwise in furtherance of the purposes of this Agreement; (g) there are no actions, suits, proceedings, or investigations pending or, to the knowledge of Company, threatened against or involving Company, brought by Company, affecting Company, or any of the rights and obligations described therein, at law or in equity or before or by any federal, state, municipal, or other governmental department, commission, board, agency, or instrumentality, domestic or foreign, nor has any such action, suit, proceeding, or investigation been pending during the twenty-four (24) month period preceding the Effective Date of this Agreement; and (h) Company is shall be solely responsible for any excise, transfer, sales or similar tax with respect to the sole intended beneficiary of the Deliverables. Blue Chip – RaiseWise USA Crowdfunding Platform Management Services and is entering into this Agreement on behalf of itself and not for the benefit of any other person or entity;
(i) Manager is being engaged by Company and not any other party; U) The representations, warranties, and covenants of Company set forth in this Section and elsewhere in the Agreement survive the termination of the Agreement for a period of two (2) years, are not lessened or rendered inapplicable by any more specific or general representation, warranty, or covenant, and are not lessened or rendered inapplicable by Manager's actual or constructive knowledge of any fact or circumstance to the contrary of any representation or warranty of Company, and are independent of any legal obligation of the Company to Manager arising as a matter of law or other agreement; and,
(k) Company shall, at reasonable intervals, and as requested by the Manager, execute an estoppel certificate as requested by the Manager representing to the Manager and any third party designated by the Manager that this Agreement is in full force and effect and not subject to any breach or default on the part of the Manager.Agreement
Appears in 1 contract
Samples: Management Services Agreement (Blue Chip Capital Group Inc.)
Representations, Warranties and Covenants of Company. Company represents, warrants, hereby represents and covenants to Manager, with the understanding Manager is relying upon such representations, warranties, and covenants thatwarrants as follows:
(a) Company will in good faith cooperate with respect to Manager's efforts toThe execution, on behalf delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within Company’s powers and have been duly authorized by all necessary action on the part of Company. This Agreement has been duly executed and delivered by Company and constitutes legal, valid and binding obligations of Company, obtain and maintain all necessary approvals, licenses, permits, certificates or other authorizations to operate the Business and the timely satisfaction of any rules, regulations, laws, or other regulatory requirements that affect the Business (the "Regulatory Requirements"), including but not limited to the payment of all costs and fees associated therewith;enforceable against Company in accordance with its terms.
(b) The execution, delivery and performance by Company will comply in all respects with all applicable regulatory requirements, as amended from time to time, in the operation the Business of this Agreement does not and will cooperate not (i) contravene or conflict with Manager's efforts the organizational documents of Company, (ii) contravene or conflict with or constitute a violation of any Applicable Law(s), or (iii) breach or constitute a default under the provisions of any material contract, agreement or instrument to do so as well;which it is a party or by which it is bound.
(c) Company will fully-cooperate shall perform its obligations hereunder in conformance with Manager in all aspects of the provision of Management Services, including, but not limited to, the completion of all tasks which reasonably need to be assigned to Company by Manager;Applicable Law(s) (and cGMP if applicable).
(d) Company is not debarred and has not and shall not knowingly and intentionally use in any capacity the full right, power, and authority to enter into this Agreement and be bound by the terms of this Agreement without the consent services of any other person employee or entity;third party debarred under subsections 306(a) or (b) of the Generic Drug Enforcement Act of 1992.
(e) As of Release To The Client, all API and Drug Product(s) delivered to Client during the execution and delivery Term of this Agreement and the performance Agreement: (i) shall have been Manufactured by Company in material compliance with this Agreement, the Quality Agreement, and cGMP, in each case, as in effect at the time of its obligations pursuant to this Agreement do Manufacture, (ii) assuming compliance by Client with Section 3.7 (Labeling), shall not be adulterated or misbranded within the meaning of the Act, and will (iii) shall not constitute a breach have been Manufactured by Company in violation of or a default under any other agreement or obligation applicable to Company;Applicable Law(s) in any material respect.
(f) upon execution [*], Company shall convey good title to all API and delivery of this Agreement, this Agreement will constitute the valid and binding obligation of Company;Drug Product(s) so delivered to Client or its designee.
(g) Company has all information supplied by Company or necessary and proper licenses, permits, approvals and expertise to perform its agents to Manager or its agents will be true, completeManufacturing and related duties under this Agreement and any Work Order, and correct all Facilities have all necessary licenses, permits, and will not fail to state a material fact approvals necessary to make any of such information not misleading;perform the Manufacturing and related duties provided in this Agreement.
(h) Under no circumstances shall Company is the transfer any API and/ or Drug Product to any third parties, including any generic drug manufacturers, without first obtaining Client’s prior written approval, which approval may be withheld in Client’s sole intended beneficiary of the Management Services and is entering into this Agreement on behalf of itself and not for the benefit of any other person or entity;discretion.
(i) Manager is being engaged by Company and not any other party; U) The representationsThere are no suits, warranties, and covenants of Company set forth in this Section and elsewhere in the Agreement survive the termination of the Agreement for a period of two (2) years, are not lessened or rendered inapplicable by any more specific or general representation, warrantyclaims, or covenantproceedings pending, or to its best knowledge and are not lessened belief, after due inquiry, threatened against it or rendered inapplicable any of its Affiliates in any court or by Manager's actual or constructive knowledge of before any fact governmental body or circumstance agency which would affect its ability to perform its obligations under this Agreement.
(j) Company represents and warrants to Client that, to the contrary of any representation or warranty best of Company’s knowledge, and are independent Company’s Intellectual Property, that Company may license to Client under this Agreement or use in performing Services under this Agreement, does not infringe any patents of any legal obligation a third party. In performance of its obligations under this Agreement, Company will not knowingly incorporate into the Company to Manager arising as a matter of law or other agreement; and,
(k) Company shall, at reasonable intervals, and as requested by the Manager, execute an estoppel certificate as requested by the Manager representing to the Manager and Manufacturing process any third party designated by the Manager that this Agreement is in full force and effect and not subject to any breach or default on the part of the ManagerIntellectual Property except with Client’s consent.
Appears in 1 contract
Representations, Warranties and Covenants of Company. The Company represents, warrants, warrants and covenants to Manager, with the understanding Manager is relying upon such representations, warranties, and covenants NFC that:
(a) Company will in good faith cooperate it understands that neither NFC nor Guarantor nor any person representing NFC or Guarantor has made any representation to it with respect to Manager's efforts toNFC, on behalf of the CompanyGuarantor, obtain the Guarantee or this Agreement other than as expressly set forth herein and maintain all necessary approvals, licenses, permits, certificates or other authorizations to operate in the Business and the timely satisfaction of any rules, regulations, laws, or other regulatory requirements that affect the Business (the "Regulatory Requirements"), including but not limited to the payment of all costs and fees associated therewithGuarantee;
(b) Company will comply the legend set forth in all respects with all applicable regulatory requirements, as amended from time Section 11.14 hereof has been called to time, in the operation the Business and will cooperate with Manager's efforts to do so as wellits attention;
(c) Company will fully-cooperate with Manager in all aspects of the provision of Management Services, including, but not limited to, the completion of all tasks which reasonably need to be assigned to Company by Manager;
(d) Company has the full right, power, and authority it is duly authorized to enter into this Agreement and be bound by the terms of transactions contemplated hereby;
(d) this Agreement without the consent has been duly authorized, executed and delivered by it and constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject further as to enforceability, to general principles of any other person or entityequity;
(e) the execution execution, delivery and delivery performance of this Agreement Agreement, and the performance by Company of its obligations pursuant to this Agreement do transactions contemplated hereby, does not and will not constitute result in a breach of or violation of, or cause a default under under, its charter or enabling legislation or by-laws or similar organic document, or any other provision of any law, regulation, order, license, decree, judgment or agreement or obligation applicable to or binding upon it or its assets that would have a material adverse effect on the Company’s ability to perform its obligations hereunder;
(f) upon execution and delivery it is not entering into this Agreement nor relying on the Guarantee with a view to any distribution of this Agreement, this Agreement will constitute the valid and binding obligation Guarantee or any interest herein or therein in violation of Companythe Securities Act or any other applicable securities law;
(g) all it has had access to such financial and other information supplied by Company or concerning NFC and the Guarantor as it has deemed necessary in connection with its agents decision to Manager or its agents will be true, complete, and correct and will not fail to state a material fact necessary to make any of such information not misleadingenter into this Agreement;
(h) Company is the sole intended beneficiary execution, delivery and performance of this Agreement, and the Management Services transactions contemplated hereby, by it does not and is entering into this Agreement will not violate or conflict with any contractual restriction binding on behalf or affecting it or any of itself and not for the benefit of its assets, including, without limitation, any other person or entitySale Leaseback Document;
(i) Manager is being engaged in the event that NFC provides collateral with respect to its obligations under the Letters of Credit, such collateralization by Company NFC will not violate any Sale Leaseback Document;
(j) it has sufficient knowledge and not any other party; U) The representations, warrantiesexperience in business and financial matters in general, and covenants of Company set forth transactions such as this Agreement in this Section particular, to enable it to evaluate the merits and elsewhere in the Agreement survive the termination of the Agreement for a period of two (2) years, are not lessened or rendered inapplicable by any more specific or general representation, warranty, or covenant, and are not lessened or rendered inapplicable by Manager's actual or constructive knowledge of any fact or circumstance to the contrary of any representation or warranty of Company, and are independent of any legal obligation of the Company to Manager arising as a matter of law or other agreement; and,risks involved;
(k) it (i) is solvent, (ii) will not be rendered insolvent upon the consummation of the transactions contemplated by this Agreement, (iii) it does not have an unreasonably small capital with which to conduct the businesses in which it is currently engaged and its contemplated business operations and (iv) does not have debts beyond its ability to pay as such debts mature;
(l) neither the Company nor any of its Affiliates nor any director, officer, employee, or agent associated with or acting on behalf of the Company or any of its Affiliates (i) has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) offered, paid, given, promised to pay, authorized the payment of, or taken any action in furtherance of the payment of anything of value directly or indirectly to a Government Official or any other person to improperly influence the recipient’s action or otherwise to obtain or retain business or to secure an improper business advantage; or (iii) violated or is in violation of any provision of any Anti-Corruption Laws;
(m) the operations of the Company and any of its Affiliates are and have been conducted at all times in compliance with all Anti-Money Laundering Laws and no action, suit or proceeding by or before any governmental authority or any arbitrator involving the Company or any of its Affiliates with respect to Anti-Money Laundering Laws is pending and no such actions, suits or proceedings are threatened or contemplated;
(n) neither the Company nor any of its Affiliates nor any director, officer, employee, or agent associated with or acting on behalf of the Company or any of its Affiliates shall (i) use any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) offer, pay, give, promise to pay, authorize the payment of, or take any action in furtherance of the payment of anything of value directly or indirectly to a Government Official or any other person to improperly influence the recipient’s action or otherwise to obtain or retain business or to secure an improper business advantage or (iii) by act or omission, violate any Anti-Corruption Laws;
(o) the Company (i) shall, and shall cause each of its Affiliates to, conduct its operations at reasonable intervalsall times in compliance with all Anti-Money Laundering Laws and (ii) shall not, directly or indirectly, through itself or any Affiliate, use this Agreement and the transactions contemplated hereby for the purpose of financing or facilitating any activity that would violate any Anti-Money Laundering Law;
(p) in connection with this Agreement and all of its business with, through or involving NFC or the LC Provider, the Company has not violated, will not violate, and as requested will not cause NFC or the LC Provider to violate any economic or financial sanctions or trade embargoes implemented, administered or enforced by the ManagerFrench, execute an estoppel certificate as requested by United Kingdom or United States governments or the Manager representing United Nations or the European Union (collectively, “Sanctions”); and
(q) the Company will not involve or include, directly or indirectly, any person that is a subject of Sanctions in any of its dealings with NFC or the LC Provider or related to the Manager and any third party designated by the Manager that this Agreement is in full force and effect and not subject to any breach or default on the part of the ManagerAgreement.
Appears in 1 contract
Representations, Warranties and Covenants of Company. The Company represents, warrantsrepresents and warrants to, and covenants to Managerwith, with the understanding Manager is relying upon such representations, warranties, and covenants GKM that:
(ai) Company will in good faith cooperate with respect to Manager's efforts to, on behalf of the Company, obtain and maintain all necessary approvals, licenses, permits, certificates or other authorizations to operate the Business and the timely satisfaction of any rules, regulations, laws, or other regulatory requirements that affect the Business (the "Regulatory Requirements"), including but not limited to the payment of all costs and fees associated therewith;
(b) Company will comply in all respects with all applicable regulatory requirements, as amended from time to time, in the operation the Business and will cooperate with Manager's efforts to do so as well;
(c) Company will fully-cooperate with Manager in all aspects of the provision of Management Services, including, but not limited to, the completion of all tasks which reasonably need to be assigned to Company by Manager;
(d) The Company has the full right, power, corporate power and authority to enter into execute and deliver this Agreement and be bound by to perform its obligations hereunder, and all consents, authorizations, approvals and orders required in connection with the terms of execution, delivery and performance hereof have been obtained; (ii) this Agreement without the consent of any other person or entity;
(e) the execution and delivery of this Agreement and the performance by Company of its obligations pursuant to this Agreement do not and will not constitute is a breach of or a default under any other agreement or obligation applicable to Company;
(f) upon execution and delivery of this Agreement, this Agreement will constitute the valid and binding obligation of the Company;
, enforceable in accordance with its terms, except to the extent that the enforceability hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors generally and general principles of equity; and (giii) all information supplied by the execution, delivery and performance of this Agreement will not conflict in any material way with, result in a material breach of any of the terms or provisions of, or constitute a material violation or a material default under, any material agreement or instrument to which the Company or its agents to Manager or its agents will be true, complete, and correct and will not fail to state a material fact necessary to make any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound.
b. The Company shall furnish GKM with such information not misleading;
as GKM and the Company reasonably believe appropriate to GKM's assignment hereunder (h) all such [LOGO] information so furnished being the "Information"). The Company is the sole intended beneficiary of the Management Services recognizes and is entering into this Agreement on behalf of itself and not for the benefit of any other person or entity;
confirms that GKM (i) Manager is being engaged by Company and not any other party; U) The representations, warrantieswill use, and covenants of Company set forth rely primarily on, the Information and information available from generally recognized public sources (the "Other Information") in this Section and elsewhere in rendering its services without having independently verified the Agreement survive same, (ii) does not assume responsibility for the termination accuracy or completeness of the Agreement for a period of two Information and such Other Information, (2iii) years, are will not lessened or rendered inapplicable by any more specific or general representation, warranty, or covenant, and are not lessened or rendered inapplicable by Manager's actual or constructive knowledge make an appraisal of any fact or circumstance to the contrary of any representation or warranty of Company, and are independent of any legal obligation assets of the Company to Manager arising as a matter of law or other agreement; and,
and (kiv) Company shall, at reasonable intervals, and as requested by the Manager, execute an estoppel certificate as requested by the Manager representing to the Manager and any third party designated by the Manager that this Agreement is in full force and effect and not subject to any breach or default will provide its advice hereunder based on the part Information and the Other Information. The Company shall promptly notify GKM of any material inaccuracy or misstatement in, or material omission from, any Information theretofore delivered to GKM of which the Company becomes aware.
c. During the term of this Agreement, the Company will give GKM prompt notice of any material change in the assets, liabilities, condition (financial or otherwise), earnings, business affairs or business prospects of the ManagerCompany, whether or not arising in the ordinary course of business, as well as such other information concerning the business and financial condition of the Company as GKM may from time to time reasonably request.
Appears in 1 contract
Representations, Warranties and Covenants of Company. Company COMPANY hereby represents, warrants, warrants and covenants to Manager, with the understanding Manager is relying upon such representations, warranties, and covenants thatPFIZER as follows:
(a) Company will The Facility and all equipment, tooling and molds utilized in the manufacture and supply of Product(s) hereunder by COMPANY are, as of the date hereof, and shall continue during the Term of this Agreement and any Addendum to be maintained, in good faith cooperate with respect to Manager's efforts tooperating condition. The manufacturing and storage operations utilized in the production of Product(s) hereunder (including the Facility); the installation, on behalf operation and maintenance (and repair or replacement, if any) of the Company, obtain and maintain all necessary approvals, licenses, permits, certificates or other authorizations to operate the Business Facility and the timely satisfaction equipment, tooling and molds utilized in connection herewith; and the procedures and processes (including the installation, operation and performance qualifications and disposal of all Waste) carried out by COMPANY hereunder, have been conducted and carried out, as of the date hereof, and shall continue during the Term of this Agreement and any rulesAddendum to be conducted and carried out, regulations, laws, or other regulatory requirements that affect the Business (the "Regulatory Requirements")in material compliance with all applicable Laws, including but not limited to the payment of all costs cGMP and fees associated therewith;health and safety laws.
(b) Company will comply As of the date hereof (i) COMPANY is, and during the Term of this Agreement and any Addendum, COMPANY shall continue to be, in all respects material compliance with all applicable regulatory requirementsLaws, as amended from time and (ii) COMPANY holds, and during the Term of this Agreement and any Addendum shall continue to timehold, all licenses, permits and similar governmental authorizations necessary or required for COMPANY to conduct its operations and business in the operation the Business manner currently conducted and will cooperate with Manager's efforts to do so as well;otherwise contemplated herein.
(c) Company will fully-cooperate with Manager in all aspects The Product(s) furnished by COMPANY to PFIZER under this Agreement or any Addendum:
(i) shall be of the provision of Management Servicesquality specified in, including, but not limited toand shall conform with, the completion Specifications, any other quality assurance requirements instructed by PFIZER, the Quality Agreement, the Addendum and all applicable Laws, and shall be manufactured, processed, stored and delivered in conformity with the Specifications, other quality assurance requirements instructed by PFIZER, the Quality Agreement, the Addendum and all applicable Laws, and shall not contain any material which material has not been used, handled or stored in accordance with the Specifications, any other agreed upon quality assurance requirements of PFIZER or the supplier of such material, the Quality Agreement, the Addendum and all tasks which reasonably need applicable Laws;
(ii) shall not contain any material that would cause the Product(s) to be assigned to Company by Manageradulterated;
(iii) shall be free from defects in materials and workmanship; and
(iv) shall, at the time delivered, have a remaining shelf-life consistent with PFIZER’s requirements as such requirements may evolve over the Term of this Agreement based upon stability testing and other scientific data and as per specified in the Addendum.
(d) Company has The Intellectual Property related to the full rightProduct(s), power, owned or controlled by COMPANY and authority its Affiliates includes all rights and licenses necessary for COMPANY to enter into this Agreement manufacture and be bound supply the Product(s) in accordance with the Specifications as of the date hereof and the manufacturing and use of the Intellectual Property owned or controlled by COMPANY and its Affiliates will not infringe the terms of this Agreement without the consent intellectual property rights of any other person or entity;third party.
(e) the execution and delivery COMPANY is aware of this Agreement and the performance by Company of its obligations pursuant to this Agreement do not and will not constitute a breach of no patents or a default under any other agreement prior art that invalidates or obligation applicable would invalidate any of the patents included in the Intellectual Property related to Company;the Product(s), or prevent the issuance, in any country, of any of the patent applications included in the Intellectual Property. To COMPANY’s knowledge, each patent included in the Intellectual Property was validly issued under the laws of the country that issued it.
(f) upon execution and delivery As of this Agreementthe date hereof, this Agreement will constitute neither COMPANY nor its Affiliates have received a written claim or threat of a claim that the valid and binding obligation Intellectual Property that is owned or controlled by COMPANY or any Affiliate of Company;COMPANY infringes any third party’s intellectual property rights.
(g) all information supplied by Company or COMPANY has the legal power, authority and right to supply, transfer and grant access to its agents know-how pursuant to Manager or its agents will be true, complete, and correct and will not fail to state a material fact necessary to make any of such information not misleading;
(h) Company is the sole intended beneficiary of the Management Services and is entering into this Agreement on behalf of itself and not for the benefit of any other person or entity;
(i) Manager is being engaged by Company and not any other party; U) The representations, warranties, and covenants of Company set forth in this Section and elsewhere in the Agreement survive the termination of the Agreement for a period of two (2) years, are not lessened or rendered inapplicable by any more specific or general representation, warranty, or covenant, and are not lessened or rendered inapplicable by Manager's actual or constructive knowledge of any fact or circumstance to the contrary of any representation or warranty of Company, and are independent of any legal obligation of the Company to Manager arising as a matter of law or other agreement; and,
(k) Company shall, at reasonable intervals, and as requested by the Manager, execute an estoppel certificate as requested by the Manager representing to the Manager and any third party designated by the Manager that this Agreement is in full force and effect and not subject to any breach or default on the part of the Manager3.12 hereof.
Appears in 1 contract
Representations, Warranties and Covenants of Company. The Company hereby represents, warrants, covenants and covenants to Manageragrees, in favor of and for the benefit of the Holders as follows: (i) it is duly incorporated, formed or organized, as applicable, and validly existing and in good standing under the laws of its jurisdiction of organization; (ii) the execution, delivery and performance by it of this Agreement are within its powers, have been duly authorized, and do not contravene (A) its articles of incorporation, bylaws or other organizational documents, or (B) any applicable law, statute, regulation, ordinance, tariff or order; (iii) no consent, license, permit, approval or authorization of, or registration, filing or declaration with any governmental authority or other Person is required in connection with the understanding Manager is relying upon such representationsexecution, warrantiesdelivery, performance, validity or enforceability of this Agreement by or against it; (iv) this Agreement has been duly executed and delivered by it; (v) this Agreement constitutes its legal, valid and binding obligations enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity; (vi) the Company shall not, and covenants that:
the Company shall not permit or cause any of its Subsidiaries to, directly or indirectly, except as contemplated by this Agreement or to fulfill obligations of the Company existing as of the date of this Agreement, become subject to any contractual restriction with respect to (a) the granting, conveying, imposition of security interests and liens on any of its property in favor of the Holders (or any administrative agent designated by them) that are created to secure the Transfer and Payment Obligations or (b) the redemption of and payment to the Holders for the Notes on Schedule A as contemplated by the terms of this Agreement, (vii) the Company shall promptly notify the Holders if it shall become aware of any person’s intent to obtain new liens on the Company’s property; after giving effect to this Agreement, it is in compliance with all covenants and agreements in the Indenture; (viii) any and all shares of Common Stock to issued pursuant to this Agreement, when issued will be duly and validly issued, fully paid and nonassessable, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, preemptive or similar rights, agreements, limitations on its voting rights, charges and other encumbrances of any nature whatsoever, and the issuance of such shares is not subject to any preemptive rights nor will such issuance trigger any material anti-dilution adjustments under any warrants, options or similar instruments issued by, or pursuant to any agreements entered into by, the Company; (ix) in good faith cooperate with respect addition to Manager's efforts and not in limitation of the foregoing, and subject to the accuracy of the Holders’ representations set forth in SECTION 9, all such shares will be issued in exchange for Notes pursuant to the exemption from registration provided by Section 3(a)(9) of the Securities Act, and therefore the shares will take on the characteristics of the Notes being exchanged, including, for purposes of Rule 144(d) promulgated under the Securities Act, a holding period beginning from the original issuance date of the Notes, such that the shares when issued will be issued without any restrictive legends and, assuming the Holders are not “affiliates” of the Company, will be freely tradable without restriction under Rule 144; (x) delivery of all shares of Common Stock to be delivered hereunder shall be delivered to the Company’s brokerage account through issuance of the shares to DTC’s depositary Cede & Co. on the first business day following the date the number of shares to be delivered is determined, and no redemption or reduction of the applicable principal amount of the notes shall be made unless and until such shares are received; (xi) all payments to be made hereunder shall be made by wire transfer in immediately available funds to the account or accounts designated by the Holders in writing (which may include electronic transmission) to the Company; (xii) the Company shall not incur new indebtedness for borrowed money (including, without limitation, purchase money indebtedness and capitalized leases and other forms of borrowed money) unless the Company uses the net proceeds from such incurrence to pay the amounts due to the Holders under this Agreement; (xiii) the Company shall not, and shall not permit or cause any of its subsidiaries to, grant any security interest or lien upon any of its property or assets, whether now owned or hereafter acquired, except for security interests and liens (A) imposed or arising as a matter of law, (B) consisting of deposits and other liens granted or incurred in the ordinary course of business in connection with bank account or treasury management arrangements, statutory obligations, trade contracts, leases, insurance obligations, surety and similar bonds, and other customary commercial arrangements and (C) consisting of easements, zoning restrictions and similar encumbrances on real property and irregularities in title thereto; and (xiii) on the first business day of each month, the Company shall provide a certification, signed by an officer of the Company on behalf of the Company, obtain and maintain all necessary approvals, licenses, permits, certificates or other authorizations to operate representing that the Business and the timely satisfaction of any rules, regulations, laws, or other regulatory requirements that affect the Business (the "Regulatory Requirements"), including but Company is not limited to the payment of all costs and fees associated therewith;
(b) Company will comply in all respects with all applicable regulatory requirements, as amended from time to time, default in the operation the Business and will cooperate with Manager's efforts to do so as well;
(c) Company will fully-cooperate with Manager in all aspects performance or observance of the provision of Management Services, including, but not limited to, the completion of all tasks which reasonably need to be assigned to Company by Manager;
covenant in SECTION 8(xii) and (d) Company has the full right, power, and authority to enter into this Agreement and be bound by the terms of this Agreement without the consent of any other person or entity;
(e) the execution and delivery of this Agreement and the performance by Company of its obligations pursuant to this Agreement do not and will not constitute a breach of or a default under any other agreement or obligation applicable to Company;
(f) upon execution and delivery of this Agreement, this Agreement will constitute the valid and binding obligation of Company;
(g) all information supplied by Company or its agents to Manager or its agents will be true, complete, and correct and will not fail to state a material fact necessary to make any of such information not misleading;
(h) Company is the sole intended beneficiary of the Management Services and is entering into this Agreement on behalf of itself and not for the benefit of any other person or entity;
(i) Manager is being engaged by Company and not any other party; U) The representations, warranties, and covenants of Company set forth in this Section and elsewhere in the Agreement survive the termination of the Agreement for a period of two (2) years, are not lessened or rendered inapplicable by any more specific or general representation, warranty, or covenant, and are not lessened or rendered inapplicable by Manager's actual or constructive knowledge of any fact or circumstance to the contrary of any representation or warranty of Company, and are independent of any legal obligation of the Company to Manager arising as a matter of law or other agreement; and,
(k) Company shall, at reasonable intervals, and as requested by the Manager, execute an estoppel certificate as requested by the Manager representing to the Manager and any third party designated by the Manager that this Agreement is in full force and effect and not subject to any breach or default on the part of the Managerxiii).
Appears in 1 contract
Samples: Repurchase Agreement (Northwest Biotherapeutics Inc)
