Representations Warranties Covenants and Indemnification. 11.1 Each party represents and warrants to the other that the execution of this Agreement and the full performance and enjoyment of the rights of Hema and ProMetic under this Agreement CONTRACT Manufacturing Agreement
11.2 Each party represents and warrants to the other that it (i) [***] is a corporation duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization, and (ii) is duly qualified as an entity and in good standing under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, or where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder.
11.3 Each party represents and warrants to the other that the execution, delivery and performance of this Agreement by such party and all documents to be delivered by such party hereunder [***]: (i) are within the power of such party; (ii) have been duly authorized by all necessary or proper action; (iii) are not in contravention of any provision of the organizational and charter documents of such party; (iv) do not violate any law or regulation or any order or decree of any court or governmental instrumentality applicable to such party; and (v) do not violate or conflict with in any material respect the terms of any indenture, mortgage, deed of trust, lease, agreement, instrument or any other commercial agreement to which such party is a party or by which party or any of its property is bound.
11.4 [***]
11.5 [***], Hema represents and warrants that during the term hereof all Products manufactured by Hema pursuant to this Agreement shall be manufactured, packaged, tested, stored, shipped and handled in compliance with cGMPs, Applicable Laws and applicable regulatory approvals and shall meet the specifications provided in the Proposed Product Sheet pursuant to Section 7.1 herein.
11.6 Hema further covenants to ProMetic that, subject to the establishment of the Production Facility pursuant to the terms herein,: (a) at all times during the term of this Agreement, the Production Facility shall remain in compliance with, and the Products shall be manufactured and delivered in compliance with, all Applicable Laws; (b) Hema shall obtain and maintain all necessary licenses, permits or approvals required by Applicable Laws in connection with the manufacture, storage and shipment of the Products, including, with...
Representations Warranties Covenants and Indemnification. 11.1 FD hereby warrants, represents and covenants to Alliance as follows:
(a) FD is duly organized, validly existing and in good standing under the laws of the State of California and has the full authority to enter into and perform this Agreement and to grant the Distribution Rights to Alliance and on an exclusive basis and to carry out the transactions contemplated hereby;
(b) The execution, delivery and performance by FD and the consummation of the transactions contemplated by this Agreement do not and will not violate any provision of law applicable to FD, or any order, judgment or decree of any court or other governmental agency binding on FD or any agreement to which FD is bound and which is material to FD and its operations;
(c) FD has not and will not take any action during the Distribution Term for any Picture which will impair Alliance’s exploitation of the Distribution Rights;
(d) There is no pending, and FD is not aware of any threatened, litigation, which if adversely decided would impair Alliance’s exploitation of the Distribution Rights;
(e) Each Picture is not and will not be in the public domain in the Territory at any time during the Distribution Term for such Acquired Picture and is or at the time of delivery to Alliance will be validly copyrighted under the laws of the U.S. Each Picture when delivered shall bear a copyright notice in the form and position as required by the U.S. Copyright Law;
(f) During its applicable Distribution Term, no Picture nor any element thereof will defame any third party, or will violate or infringe any copyright, trademark, patent, moral right of author, or any other property right of any third party;
(g) The performing rights to all musical compositions contained in the Pictures are (A) controlled by the American Society of Composers, Authors and Publishers (ASCAP), Broadcast Music Inc. (BMI), or their affiliates or (B) in the public domain or (C) controlled by FD to the extent required for the purpose of this Agreement;
(h) For each Picture, FD shall obtain and keep in force, or shall cause to be maintained and kept in force an E&O Policy in accordance with Alliance’s protocol;
(i) Financing of the Picture is the complete responsibility of FD and Alliance shall have no involvement or liability with respect thereto;
(j) FD shall not alienate or otherwise dispose of its rights in any motion picture for the purpose of circumventing the obligations of FD to Alliance under this Agreement.
(k) it is currently a...
Representations Warranties Covenants and Indemnification. 14.1 Each Party hereby represents and warrants to the other Party as of the Execution Date that:
(a) it is a corporation duly organised, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated;
(b) it has the corporate power and authority and the legal right to enter into this Agreement free from any conflicting right owed to a Third Party and to perform its obligations hereunder;
(c) it has taken all necessary corporate action on its part to authorise the execution and delivery of this Agreement and the performance of its obligations hereunder and that this Agreement has been duly executed and delivered on behalf of each Party, and constitutes a legal, valid, binding obligation, enforceable against such Party in accordance with its terms;
(d) all necessary consents, approvals and authorisations of all applicable Competent Authorities and other persons required to be obtained by such Party in order to execute this Agreement on behalf of such Party have been obtained; and Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Exchange Act of 1934, as amended.
(e) the execution and delivery of this Agreement and the performance of such Party’s obligations do not and will not conflict with or constitute a default or breach or require any consent under: (i) any other contractual obligation of such Party; (ii) the provisions of its charter documents; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound.
14.2 iCo hereby represents and warrants to IMPH as of the Execution Date:
(a) iCo has not previously assigned, transferred, licensed, conveyed or otherwise encumbered its right, title and interest in the iCo Product IP in a manner that conflicts with the license rights granted to IMPH in Section 2.1. iCo undertakes not to take any of the foregoing actions during the term hereof, commencing as of the Execution Date;
(b) to iCo’s knowledge, and except as otherwise disclosed by iCo to IMPH in writing, it is the exclusive owner or exclusive licensee of the iCo Product IP, free and clear of any liens, charges and encumbrances, and no other person, corporate or other private entity, or governmental entity or subdivision thereof, has or shall...
Representations Warranties Covenants and Indemnification. The formal agreements, including, but not limited to a Rental Agreement and Option to Purchase Agreement that the parties will execute shall include a number of representations, warranties, covenants, and provisions for indemnification. The representations and warranties shall include, but not be limited to, matters of title, authority, liabilities, compliance with laws, payment of taxes, finances, condition of the Property, right to assignment, and the right to either party’s right to terminate the Agreements.
Representations Warranties Covenants and Indemnification. (a) iVillage represents, warrants and covenants that: (i) it is authorized to do business under the rules of the state in which it is incorporated; (ii) it is authorized to enter into this Agreement and to perform its obligations; (iii) it has all required permits, licenses, and other governmental authorizations and approvals necessary to perform its obligations hereunder; (iv) it shall comply with all local, state, federal, and international laws and regulations in performing its obligations hereunder; and (v) the services to be performed and the materials provided by it (a) do not infringe or violate any third party patent, copyright, trade secret, trademark, or other proprietary right, (b) do not violate any applicable law, statute, ordinance or regulation; (c) are not knowingly defamatory or libelous; (d) are not lewd, pornographic or obscene; (e) do not knowingly violate any laws regarding unfair competition, anti-discrimination or false advertising; (f) do not promote violence or contain hate speech; or (g) do not knowingly contain viruses, Trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines, or (h) are and will remain capable of correctly performing all functions, calculations, comparisons, sequencing, displays and other processing of calendar dates and date related data, before, during and after the year 2000, without error or degradation of performance;
Representations Warranties Covenants and Indemnification. (a) Oculex covenants that it will use diligent efforts to pursue approval of Oculex Products for sale by Storz in at least the Major European Countries and the countries of Canada and South Africa, and to the extent reasonably feasible in all other countries of the Territory.
Representations Warranties Covenants and Indemnification. 19.1 Licensor represents and warrants to Licensee as of the Effective Date that:
19.1.1 it has the necessary right, title and power to grant the License and other licenses and rights granted hereunder to Licensee;
19.1.2 it has not granted any option, license, right or interest in or to the Licensed Patent Rights in the Field in the Territory and the execution and delivery of this Agreement and the performance of its obligations hereunder do not violate or breach any other agreement to which Licensor is bound;
19.1.3 to the best of Licensor’s knowledge, no claim has been made alleging that any Licensed Product in the Field in the Territory infringes or otherwise violates any intellectual property or proprietary right of any Third Party;
19.1.4 to the best of Licensor’s knowledge, no Person (excluding, for this purpose, Licensee or its Affiliates) is infringing the Licensed Patent Rights in the Field in the Territory;
19.1.5 the true inventors of the subject matter claimed are named in the patents and patent applications within the Licensed Patent Rights, and all such inventors have irrevocably assigned all their rights and interests therein to Licensor; and
19.1.6 no patent application within the Licensed Patent Rights is the subject of any pending interference, opposition, cancellation, protest or other challenge or adversarial proceeding.
19.2 Licensor shall indemnify, hold harmless and defend, Licensee, its officers, directors, employees, agents, representatives, Affiliates and Sublicensees (collectively, “Licensee Indemnitees”) from and against any liabilities, claims, suits, losses, damages, costs, fees, and expenses (collectively, “Claims”) resulting from or arising out of any breach of this Agreement by Licensor.
19.3 A Licensee Indemnitee shall promptly notify Licensor of any Claim with respect to which such Licensee Indemnitee is seeking indemnification hereunder and permit Licensor, at Licensor's cost, to defend against such Claim, and shall reasonably cooperate in the defense thereof. Neither Licensor nor Licensee Indemnitees shall enter into, or permit, any settlement of any Claim without the express written consent of the other, which consent shall not be unreasonably withheld, conditioned or delayed. Each Licensee Indemnitee may, at its option and expense, have its own counsel participate in any proceeding which is under the direction of Licensor and will reasonably cooperate with Licensor or its insurer in the disposition of any such matter;...
Representations Warranties Covenants and Indemnification. 36 11.1 Representations and Warranties of both Parties 36 11.2 Additional Representations, Warranties and Covenants of Amarin 38 11.3 Additional Representations, Warranties and Covenants of Kowa 38 11.4 Indemnification by Amarin 39 11.5 Indemnification by Kowa 39 11.6 Indemnification Procedures 39 11.7 Limitation of Liability 40 11.8 Disclaimer of Warranty 40 11.9 Insurance 40 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. TABLE OF CONTENTS (continued) Page ARTICLE 12 TERM AND TERMINATION 40 12.1 Term 40 12.2 Early Termination by Mutual Agreement 41 12.3 Reciprocal Early Termination Rights 41
Representations Warranties Covenants and Indemnification. 9(a) Oculex warrants and represents that the Phase II Clinical Trials are being conducted in phacoemulsion-technique cataract surgeries with adequate patients to demonstrate statistical significance.
Representations Warranties Covenants and Indemnification. Section 8.1.
