Resolution of Borrower Sample Clauses

Resolution of Borrower. Borrower shall have executed and delivered to ---------------------- lender an original copy of a resolution of the Borrower's Board or Directors confirming that Borrower is authorized to enter into this Agreement and incur the obligations related hereto under (i) all applicable laws of the Russian Federation; (ii) any agreement to which Borrower is a party or by which any of its assets or property are bound; and (iii) its charter.
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Resolution of Borrower. A certified (as of the date of the Closing) copy of a resolution or resolutions of the board of directors of the Borrower, authorizing the execution, delivery and performance of this Agreement, the Note, the Share Pledge Agreements, the Partnership Pledge Agreement and the Security Assignment Agreement, and each other document to be delivered pursuant hereto or thereto.
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Resolution of Borrower. A certified copy of the resolution of the Board of Directors of Borrower authorizing the execution, delivery and performance of this Agreement, the Note, and other Loan Documents to which Borrower is a party; (b)
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Resolution of Borrower refer to 1.1.A
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Resolution of Borrower refer to 1.1.A 5.2 List of intercompany accounts receivable SCHEDULE 5.8 TAX MATTERS - Since September 2015, the Finanzamt Konstanz, responsible for AMAG’s German VAT declarations, has issued several requests for additional information related to VAT declarations for AMAG’s IMP shipments within the EU and to other countries. Todate the Finanzamt Konstanz has neither challenged the VAT declarations filed nor lodged any claims for additional VAT payments. - The Borrower and AMAG have, in past, omitted to file Form 103 with the Swiss Federal Tax authorities. Form 103 is required to be filed following the approval of the annual report and the accounts by the annual general meeting of shareholders. The Borrower and AMAG have initiated discussions with the competent tax authorities to regularize the situation. INTELLECTUAL PROPERTY CLAIMS - On July, 20, 2015, the USPTO Office declared Patent Interference No. 106,030 involving our issued patent No. 9,066,865 (the “865 Patent”) and Otonomy’s patent application No. 13/848,636. The patent interference identifies our claims No. 1-9 in US Patent No. 9,066,865 as interfering with Otonomy’s claims No. 38, 43, and 46-50. Our 865 Patent relates to methods of treating inner or middle ear diseases with intratympanic injections of poloxamer-based compositions. The claims are directed to the use of fluoroquinolone antibiotics in poloxamer 407 compositions under certain specifications. - AMAG has several areas of disagreement with Xigen, including (i) its interpretation of the scope of the exclusive worldwide license granted to it by Xigen, (ii) the assignment by Xigen of certain of the patents covered by the license and (iii) Xigen’s refusal to grant its consent for the disclosure of certain provisions of its agreement in the prospectus associated with the Borrower’s initial public offering and the filing of a redacted version of the agreement with the SEC. Although the difference in interpretation over the scope of the license has no impact on AMAG’s current or planned use of AM-111 and AMAG has been assured by Xigen and its assignee that the assignment of patents is without prejudice to our license, these areas of disagreement could adversely affect AMAG’s relationship with Xigen and AMAG’s and/or the Borrower’s business, commercialization prospects and financial conditions. Although Xigen has not taken any action as of the date of the date hereof, any resulting litigation could result in substantial legal expenses and pote...
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Related to Resolution of Borrower

  • Cooperation of Borrower If necessary, Borrower agrees to (i) execute any documents (including new Secured Promissory Notes) reasonably required to effectuate and acknowledge each assignment of a Term Loan Commitment or Loan to an assignee in accordance with Section 12.1, (ii) make Borrower’s management available to meet with Collateral Agent and prospective participants and assignees of Term Loan Commitments or Credit Extensions (which meetings shall be conducted no more often than twice every twelve months unless an Event of Default has occurred and is continuing), and (iii) assist Collateral Agent or the Lenders in the preparation of information relating to the financial affairs of Borrower as any prospective participant or assignee of a Term Loan Commitment or Term Loan reasonably may request. Subject to the provisions of Section 12.9, Borrower authorizes each Lender to disclose to any prospective participant or assignee of a Term Loan Commitment, any and all information in such Lender’s possession concerning Borrower and its financial affairs which has been delivered to such Lender by or on behalf of Borrower pursuant to this Agreement, or which has been delivered to such Lender by or on behalf of Borrower in connection with such Lender’s credit evaluation of Borrower prior to entering into this Agreement.

  • Organization of Borrower With respect to each Mortgage Loan, in reliance on certified copies of the organizational documents of the Borrower delivered by the Borrower in connection with the origination of such Mortgage Loan, the Borrower is an entity organized under the laws of a state of the United States of America, the District of Columbia or the Commonwealth of Puerto Rico. Except with respect to any Crossed Mortgage Loan, no Mortgage Loan has a Borrower that is an Affiliate of another Borrower under another Mortgage Loan. (An “Affiliate” for purposes of this paragraph (39) means, a Borrower that is under direct or indirect common ownership and control with another Borrower.)

  • Location of Borrower The Borrower's place of business (or, if the Borrower has more than one place of business, its chief executive office) is located at the address listed under the Borrower's signature on this Agreement.

  • Condition of Borrower Each Guarantor acknowledges and agrees that it has the sole responsibility for, and has adequate means of, obtaining from the Borrower and any other guarantor such information concerning the financial condition, business and operations of the Borrower and any such other guarantor as such Guarantor requires, and that none of the Secured Parties has any duty, and such Guarantor is not relying on the Secured Parties at any time, to disclose to it any information relating to the business, operations or financial condition of the Borrower or any other guarantor (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information and any defense relating to the failure to provide the same).

  • Replacement of Borrower From time to time and subject to the successor Borrower's meeting the eligibility requirements set forth in Section 6.9 of the Intercreditor Agreement applicable to the Subordination Agent, upon the effective date and time specified in a written and completed Notice of Replacement Subordination Agent in substantially the form of Annex VI attached hereto (a "Notice of Replacement Subordination Agent") delivered to the Liquidity Provider by the then Borrower, the successor Borrower designated therein shall be substituted for as the Borrower for all purposes hereunder.

  • Condition of Borrowers Each Guarantor acknowledges and agrees that it has the sole responsibility for, and has adequate means of, obtaining from the Borrowers and any other guarantor such information concerning the financial condition, business and operations of the Borrowers and any such other guarantor as such Guarantor requires, and that none of the Secured Parties has any duty, and such Guarantor is not relying on the Secured Parties at any time, to disclose to it any information relating to the business, operations or financial condition of the Borrowers or any other guarantor (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information and any defense relating to the failure to provide the same).

  • Appointment of Borrower Each of the Loan Parties hereby appoints the Borrower to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the Borrower may execute such documents and provide such authorizations on behalf of such Loan Parties as the Borrower deems appropriate in its sole discretion and each Loan Party shall be obligated by all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or a Lender to the Borrower shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower on behalf of each of the Loan Parties.

  • Condition of Borrower or Guarantor The insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of Borrower, Guarantor or any other party at any time liable for the payment of all or part of the Guaranteed Obligations; or any dissolution of Borrower or Guarantor, or any sale, lease or transfer of any or all of the assets of Borrower or Guarantor, or any changes in the shareholders, partners or members of Borrower or Guarantor; or any reorganization of Borrower or Guarantor.

  • Status of Borrower Borrower’s exact legal name is correctly set forth on the first page of this Agreement, on the Pledge Agreements and on any UCC-1 Financing Statements filed in connection with the Loan. Borrower is an organization of the type specified on Schedule I. Borrower is incorporated in or organized under the laws of the State as set forth on Schedule I. Borrower’s principal place of business and chief executive office, and the place where Borrower keeps its books and records, including recorded data of any kind or nature, regardless of the medium of recording, including software, writings, plans, specifications and schematics, has been for the preceding four months (or, if less, the entire period of the existence of Borrower) the address of Borrower set forth on the first page of this Agreement. Borrower’s organizational identification number, if any, assigned by the state of incorporation or organization is correctly set forth on the first page of the Note.

  • Authorization of Borrowing Etc The execution, delivery and performance of each Loan Document to which it is a party have been duly authorized by all necessary action on the part of each Credit Party.

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