Warranty and Undertakings. 12.1 AstraZeneca warrants and undertakes to the Purchaser that, at the time of Delivery:
12.1.1 the Products shall have been Manufactured, packaged, labelled, handled, stored and transported in accordance with, and comply in all respects with, (i) the Specifications; (ii) the Documentation and any Certificate of Analysis, (iii) the applicable Regulatory Approval; and (iv) Applicable Laws including Good Manufacturing Practices (including record and sample keeping, deviation reporting, testing and quality requirements);
12.1.2 subject to clause 5.4, the Products shall at the time of Delivery (or, in the event that Purchaser notifies AstraZeneca that Purchaser cannot receive the Product within ten (10) Business Days of AstraZeneca's written notice pursuant to clause 5.4, then as of the date of Delivery originally notified by AstraZeneca to Purchaser pursuant to clause 5.4) meet the Minimum Shelf Life requirement;
12.1.3 AstraZeneca shall, in fulfilling its obligations hereunder and supplying Product to the Purchaser, comply with (and ensure the Products comply with) the regulatory requirements required by Applicable Laws in the Territory, including relevant provisions of:
(a) Directive 2001/83;
Warranty and Undertakings. (1) The Reinsured warrants that the background facts set out in Recitals A and B above are true and accurate.
(2) The Reinsured undertakes with the Reinsurer that it will not underwrite as a member of any Lloyd’s syndicate for the 2013 underwriting year of account other than the Syndicate, Syndicate 260 and Syndicate 958 without the prior written consent of the Reinsurer.
(3) In the event that the managing agent of the Syndicate (the “Managing Agent”) proposes to reinsure to close (i) the 2010 underwriting year of account of the Syndicate or (ii) the 2010 or any prior underwriting year of account of any other Lloyd’s syndicate into the 2011 underwriting year of account of the Syndicate, the Reinsured shall use its reasonable endeavours to procure that the Managing Agent consults with the Reinsurer in good faith and provides to the Reinsurer such information as it may reasonably request for the purposes of such consultation.
Warranty and Undertakings. 12.1 Biwater and the Transferring Trustee warrant to the Receiving Trustee and to the Receiving Principal Employer that they, and to the best of their knowledge and belief, their advisers and the administrators of the Transferring Scheme, have disclosed or made available to the Receiving Trustee all information in their possession which would be material to the decision of the Receiving Trustee to agree to the Transfer including (without limitation as to the information to be disclosed or made available):
(i) particulars of any material claims, disputes and complaints against, with or to the Transferring Trustee or any employer participating in the Transferring Scheme, the Pensions Regulator or the Pensions Ombudsman;
(ii) any other matter which has given rise or may give rise to a report to any regulatory authority;
(iii) particulars of discretionary practices operated under the Transferring Scheme; and undertake that they will disclose or make available to the Receiving Trustee all such information which comes into their possession before the Merger Date;1
12.2 Biwater and the Transferring Trustee warrant to the Receiving Trustee that they, and to the best of their knowledge and belief, their advisers and the administrators of the Transferring Scheme, that the membership data relating to the Transferred Member is complete and accurate.
12.3 The Receiving Trustee [and the Receiving Principal Employer] warrant or undertake to the Transferring Trustee in the same terms, as regards to the Receiving Scheme, as set out in clause 12.1.
12.4 The liability of the Transferring Trustees in respect of any claim under clause 12.1 shall cease on the third anniversary of the Merger Date except in respect of matters which before that period expires have been the subject of a bona fide written claim.
12.5 The Transferring Trustees and the Receiving Trustees undertake to ensure that any notifications required by the Board of the Pension Protection Fund in relation to the certification of block transfers for the purposes of the Board’s Determination under section 175(5) of the Xxxxxxxx Xxx 0000 are made in full and as soon as practicable.
Warranty and Undertakings. (1) The Reinsured warrants that the background facts set out in Recitals A and B above are true and accurate.
(2) In the event that the managing agent of the Syndicate (the “Managing Agent”) proposes to reinsure to close the 2009 or any prior underwriting year of account of any other Lloyd’s syndicate into the 2010 underwriting year of account of the Syndicate, the Reinsured shall use its reasonable endeavours to procure that the Managing Agent consults with the Reinsurer in good faith and provides to the Reinsurer such information as it may reasonably request for the purposes of such consultation.
Warranty and Undertakings. 15.1 As at the Effective Date, Valneva warrants to the Authority that:
15.1.1 it has the right and authority to enter into this Agreement and that it has the capability and capacity to fulfil its obligations under this Agreement;
15.1.2 it is a properly constituted limited liability company and that it is fully empowered by the terms of its constitutional documents to enter into and to carry out its obligations under this Agreement and the documents referred to therein;
15.1.3 there are no pending or threatened actions or proceedings before any court or administrative agency which would materially adversely affect the financial condition, business or operations of Valneva;
15.1.4 there are no material agreements existing to which Valneva is a party which prevent Valneva from entering into this Agreement;
15.1.5 all necessary actions to authorise the execution of and performance of its obligations under this Agreement have been taken before such execution;
15.1.6 the Target Initial Order Price in clause 13.2 is reasonable and a genuine estimate that has been prepared in good faith and with reasonable skill and care and is not expected to be materially different from the actual Price charged for the Initial Order Price;
15.1.7 Valneva Scotland Ltd and Valneva have entered into a legally binding agreement with [***] (a copy of which has been provided to the Authority) for the supply of the Adjuvant for the Product to be supplied hereunder (the “[***]”); and
15.1.8 the purchase of OB2 has completed and Valneva is the owner of the land at OB2 and is in the process of obtaining all necessary consents and licences to construct and fit out the facility at such site.
15.2 As at the Effective Date, the Authority warrants to Valneva that:
15.2.1 it has the right and authority to enter into this Agreement;
15.2.2 it is fully empowered to enter into and to carry out its obligations under this Agreement and the documents referred to therein;
15.2.3 there are no material agreements existing to which the Authority is a party which prevent it from entering into this Agreement; and
15.2.4 all necessary actions to authorise the execution of and performance of its obligations under this Agreement have been taken before such execution.
Warranty and Undertakings. 12.1 AstraZeneca warrants and undertakes to the Purchaser that, at the time of Delivery:
12.1.1 the Products shall have been Manufactured, packaged, labelled, handled, stored and transported in accordance with, and comply in all respects with, (i) the Specifications; (ii) the Documentation and any Certificate of Analysis, (iii) the applicable Regulatory Approval; and (iv) Applicable Laws including Good Manufacturing Practices (including record and sample keeping, deviation reporting, testing and quality requirements); navíc v sazbě a způsobem, které jsou v daném okamžiku stanoveny Platnými právními předpisy, a to za předpokladu, že společnost AstraZeneca předloží platnou a přesnou fakturu s uvedením DPH;
11.3.2 Kupující uhradí v českých korunách bezhotovostním převodem okamžitě dostupných finančních prostředků v požadované výši na bankovní účet AstraZeneca uvedený v záhlaví v bodě (1) této smlouvy, a
11.3.3 budou provedeny v plné výši a zúčtovány, s výhradou jakýchkoli odpočtů nebo srážek, které musí být provedeny podle Platných právních předpisů.
Warranty and Undertakings. 1.1 The Reinsured warrants that the background facts set out above are true and accurate.
1.2 The Reinsured undertakes with the Reinsurer that it will not underwrite as a member of any Lloyd’s syndicate for the 2010 underwriting year of account other than the Syndicate without the prior written consent of the Reinsurer.
1.3 In the event that the managing agent of the Syndicate (the “Managing Agent”) proposes to reinsure to close (i) the 2007, 2008 or 2009 underwriting year of account of the Syndicate or (ii) the 2009 or any prior underwriting year of account of any other Lloyd’s syndicate into the 2009 underwriting year of account of the Syndicate, the Reinsured shall use its reasonable endeavours to procure that the Managing Agent consults with the Reinsurer in good faith and provides to the Reinsurer such information as it may reasonably request for the purposes of such consultation.
Warranty and Undertakings. 12.1 AstraZeneca warrants and undertakes to the Purchaser that, at the time of Delivery:
12.1.1 the Products shall have been Manufactured, packaged, labelled, handled, stored and transported in accordance with, and comply in all respects with, (i) the Specifications; (ii) the Documentation and any Certificate of Analysis, (iii) the applicable Regulatory Approval; and (iv) Applicable Laws including Good Manufacturing Practices (including record and sample keeping, deviation reporting, testing and quality requirements);
12.1.2 subject to clause 5.4, the Products shall at the time of Delivery (or, in the event that Purchaser notifies AstraZeneca that Purchaser cannot receive the Product within ten (10) Business Days of AstraZeneca's written notice pursuant to clause 5.4, then as of the date of Delivery originally notified by AstraZeneca to Purchaser pursuant to clause 5.4) meet the Minimum Shelf Life requirement;
Warranty and Undertakings. In addition to and without prejudice to any other warranty or undertaking given elsewhere in this Agreement the Client warrants and undertakes (as applicable):
13.1 that the Client's business is as stated in Part VII of the Schedule
13.2 that the Client has not granted and will not (without the written consent of BNY) grant any assignment assignation or other disposition charge or Encumbrance which affects or may affect any of the Receivables or any Ancillary Rights or any Transferred Goods sold to BNY and that no supplier to the Client has or may have any claim to any such Receivable or Ancillary Rights or Goods whether by equitable tracing right or otherwise
13.3 that the Client has disclosed to BNY every fact or matter known to the Client which the Client knew or ought reasonably to have known might influence BNY in its decision whether or not to enter into this Agreement or to accept any person as guarantor of the Client's obligations to BNY or as to the terms of this Agreement and to disclose promptly to BNY any such fact or matter of which the Client becomes aware throughout the duration of this Agreement including (without prejudice to the generality of the foregoing) any change or prospective change in the constitution or control of the Client or of any guarantor
13.4 that the inclusion of a Receivable on a Transmittal Form or in any schedule delivered to BNY pursuant to Clause 15.2 shall be deemed to constitute a warranty or undertaking (as applicable) by the Client that:
13.4.1 The relevant Goods have been delivered and the Receivable is a bona fide legally binding obligation of the relevant Debtor to the extent of the amount notified by the Client on a Transmittal Form and has arisen from a Supply Contract made in the ordinary course of the Client's business as specified in part VII of the Schedule
13.4.2 The relevant Debtor has an established place of business and is not an Associate of the Client
13.4.3 The Client has no obligations to the relevant Debtor other than under any Supply Contract and there exists no agreement between the Client and the Debtor for set-off or for abatement or whereby otherwise the amount of the Receivables specified in the Transmittal Form may be reduced otherwise than in accordance with the terms of the Supply Contract as approved by BNY
Warranty and Undertakings. Each of the Sellers:
(a) warrants to the Purchasers that from (but excluding) the Locked Box Date to (and including) the date of this Agreement, there has been; and
(b) undertakes to the Purchasers to procure that from the date of this Agreement to (and including) the Closing Date, there will be, no Leakage to it or for its benefit or to or for the benefit of a member of such Seller's Group provided that the Sellers shall have no liability to the Purchasers under Sections 15.1 or 15.2 if Closing does not occur. The Parties agree that the rights pursuant to Section 15.3 are the sole remedy in case of such Leakage.
