XXX LILLY AND COMPANY Sample Clauses

XXX LILLY AND COMPANY. By: ------------------------------------ Printed Name: -------------------------- Title: --------------------------------- EXHIBIT B GUARANTY Guaranty In consideration of Lilly's entering into that certain Assignment, Transfer and Assumption Agreement dated the ________ day of ________________, 2002 (the "Assignment Agreement") with NeoSan Pharmaceuticals Inc. ("Neosan"), which is a wholly-owned subsidiary of aaiPharma Inc., and that certain Manufacturing Agreement dated the ________ day of ______________, 2002 (the "Manufacturing Agreement") with NeoSan, aaiPharma Inc. hereby guaranties the performance by Neosan of Neosan's obligations under the Assignment Agreement and the Manufacturing Agreement, when and as due, subject to all defenses that Neosan may lawfully have with respect to any claims by Lilly. aaiPHARMA INC. By: ------------------------------------ Printed Name: -------------------------- Title: --------------------------------- Dated: --------------------------------- EXHIBIT C LOAN FACILITY HIGHLY-CONFIDENT LETTER [BANC OF AMERICA SECURITIES LLC LETTERHEAD] HIGHLY CONFIDENT LETTER - SENIOR SECURED CREDIT FACILITIES February [__], 2002 aaiPharma, Inc. 0000 Xxxxxxxxxx Xxxx Xxxxx Xxxxxxxxxx, XX 00000 Attention: Xx. Xxxxxx X. Tabbiner, D.B.A. Dear Mr. Tabbiner: You have advised Bane of America Securities LLC ("BAS") that aaiPharma, Inc. ("AAIPHARMA") intends to acquire the United States' rights to the Darvon(R) and Darvocet(R) branded product lines ("DARVON(R)") from Xxx Xxxxx and Company (the "ACQUISITION"). You have further advised us that you propose to finance a portion of the Acquisition (including the refinancing of existing indebtedness) and related fees and expenses from at least $[**] million in senior secured credit facilities (the "FINANCING") comprised of (i) term loan facilities aggregating $[_________] and (ii) a $[_________] million revolving credit facility. We are pleased to inform you that, based upon (and subject to) our understanding of the Acquisition and current market conditions and subject to the conditions set forth below, we are highly confident of our ability, as underwriter or placement agent, to sell or place the Financing in connection with the Acquisition. The structure, interest rate and yield, covenants and terms of, and the documentation for, the Financing will be as agreed upon by BAS and you based on market conditions at the time of the sale or placement and on the structure and documentation of the Acquisition...
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XXX LILLY AND COMPANY. Xxxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxx 00000, Xxxxxx Xxxxxx of America (“Lilly”). Lilly and Immunocore are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
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XXX LILLY AND COMPANY. [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. OPTION AGREEMENT This Agreement (the “Agreement”), effective as of 8th October 2013 (the “Effective Date”), is entered into by and among Xxxxxxxxx China MediTech Limited, a company organized and existing under the laws of the Cayman Islands with its principal offices at XX Xxx 000, Xxxxxx Xxxxx, Grand Cayman, KY1-1104, Cayman Islands (“Xxxxxxxxx”) and Xxx Lilly and Company, an U.S.A. company, organized and existing under the laws of the State of Indiana, having a place of business at Lilly Xxxxxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxx 00000 U.S.A(“Lilly”). Xxxxxxxxx and Lilly may be referred to herein individually as a “Party” or collectively as the “Parties.” Reference to a Party shall be deemed to include that Party’s Affiliates.
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XXX LILLY AND COMPANY. The name, business address, title, and present principal occupation or employment of each of the directors and executive officers of Lilly are set forth below. The address of Lilly is: Lilly Corporate Center, Xxxxxxxxxxxx, Xxxxxxx 00000. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Lilly. Unless otherwise indicated below, all of the persons listed below are citizens of the United States of America. Name Present Principal Occupation Including Name and Address of Employer Directors Xxxxx Xxxxxxx Director; Operating Partner, Advent International Corporation Xxxxxxxxx Xxxxxxx, Ph.D. Director; Xxxx, Xxxxxx School of Public Policy, University of Chicago X. Xxxx Xxxxxxx Director; President and Chief Executive Officer, Syngenta Xxxx Xxxxx Xxxxxx, Ph.D. Director; Senior Scientific Fellow, Broad Institute of MIT and Harvard Xxxxxx Xxxxxxx Director; Executive Vice President and Chief Financial Officer, AutoZone, Inc. Xxxxxxxx X. Xxxxxxx Director; Chief Operating Officer, X. Xxxx Price Group, Inc. Xxxxxxx X. Xxxxxx Xx., M.D. Director; Professor of Medicine, Harvard Medical School Xxxx X. Xxxxxxx Director; Chairman and Chief Executive Officer, Xxxxxx Xxxxxxx Midland Company Citizenship: United States and Argentina Xxxxx X. Xxxxx Director; Chairman, President and Chief Executive Officer, Xxx Xxxxx and Company Xxxxxxxxx X. Xxxxx, M.D., Ph.D. Director; Executive Vice President for Medical Affairs and Medical School Xxxx, University of Michigan Xxxxxxxxx Xxxxxxxxxx Director; Chair of Global ESG Advisory at Teneo Xxxxxxx X. Xxx Director; Former Vice Chairman and Chief Executive Officer, DBS Group Holdings Ltd and DBS Bank Ltd Xxxxx Xxxxxx Director; Senior Vice President and Chief Marketing Officer, Intel Corporation Citizenship: United States and United Kingdom Executive Officers (Who Are Not Directors) Xxxx Xxxxxxxxx Executive Vice President and Chief Financial Officer Citizenship: United States and Israel Xxxxxxx X. Xxx Executive Vice President, Human Resources and Diversity Xxxx Xxxxx Executive Vice President, General Counsel and Secretary Citizenship: United States and Israel Xxxxxxx Xxxxxxxxx Executive Vice President and President, Manufacturing Operations Xxxxxx Xxxxxxx Executive Vice President; President, Lilly Immunology; President, Lilly USA; and Chief Customer Officer Xxxx X. Xxxxx Executive Vice President and President, Lilly Diabetes Xxxxx X. Xxxxxx Executive Vice President, Global Quality Xxxxx Xxx Xxxxx Executiv...
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Related to XXX LILLY AND COMPANY

  • Incorporation and Good Standing of the Company and its Subsidiaries The Company has been duly incorporated and is validly existing as a corporation in good standing under the law of its jurisdiction of incorporation with full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus, is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly authorized and are fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company free and clear of any security interests, liens, encumbrances, equities or claims.

  • Healthcare Laws Lessee warrants and represents that this Lease and all subleases are, and at all times during the term of this Lease will be, in compliance with all Healthcare Laws. Lessee agrees to add to all of its third party agreements relating to the Leased Property, including, without limitation, all subleases, that in the event it is determined that such agreement and/or sublease is in violation of the Healthcare Laws, such agreement and/or sublease shall be renegotiated so that same are in compliance with all Healthcare Laws. Lessee agrees promptly to notify Lessor in writing of receipt of any notice of investigation of any alleged Healthcare Law violations. Lessee hereby agrees to indemnify and defend, at its sole cost and expense, and hold Lessor, its successors and assigns, harmless from and against and to reimburse Lessor with respect to any and all claims, demands, actions, causes of action, losses, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees and court costs) of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by Lessor at any time and from time to time by reason or arising out of any breach or violation of any of the above representations and warranties.

  • Organization, Corporate Power and Licenses The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of its incorporation described above and is qualified to do business in every jurisdiction in which the failure to so qualify has had or would reasonably be expected to have a material adverse effect on the financial condition, operating results, assets, operations or business prospects of the Company and its subsidiaries taken as a whole. The Company possesses all requisite corporate power and authority and all material licenses, permits and authorizations necessary to own and operate its properties, to carry on its businesses as now conducted and presently proposed to be conducted and to carry out the transactions contemplated by this Agreement. The copies of any existing Stock Purchase Agreements and the Stockholders Agreements and the Company's charter documents and bylaws which have been furnished to Purchaser or the Purchaser's special counsel reflect all amendments made thereto at any time prior to the date of this Agreement and are correct and complete.

  • Healthcare Regulatory Matters (a) Each Company Group Member is currently in material compliance with and, since January 1, 2019, each Company Group Member has complied in all material respects, with all Applicable Healthcare Industry Laws. Since January 1, 2019, each Company Group Member has maintained and complied in all material respects with a corporate compliance program that includes the implementation of policies, procedures, and training programs, and other compliance activities designed for its employees and agents to comply with all Applicable Healthcare Industry Laws.

  • Good Standing of the Company and the Operating Partnership (a) The Company is a corporation duly organized and validly existing under the laws of the State of Maryland, and is in good standing with the State Department of Assessments and Taxation of Maryland, with full power and authority to conduct its business as described in the Registration Statement and the Prospectus and to enter into this Agreement and to perform the transactions contemplated hereby; this Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and by general equitable principles, and except to the extent that the enforceability of the indemnity provisions and the contribution provisions contained in Sections 7 and 8 of this Agreement, respectively, may be limited under applicable securities laws.

  • Health Care The Company will reimburse the Executive for the cost of maintaining continuing health coverage under COBRA for a period of no more than 12 months following the date of termination, less the amount the Executive is expected to pay as a regular employee premium for such coverage. Such reimbursements will cease if the Executive becomes eligible for similar coverage under another benefit plan.

  • Litigation and Compliance There is no action, suit, investigation, litigation or proceeding against such Legal Entity pending or threatened before any court, governmental agency or arbitrator that challenges, or would reasonably be expected to have a material adverse effect on, the legality, validity or enforceability of this Agreement.

  • Healthcare Compliance 10 (v) Fraud and Abuse................................................11 (w)

  • Incorporation and Good Standing of the Company The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus and to enter into and perform its obligations under this Agreement. The Company is duly qualified as a foreign corporation to transact business and is in good standing in the State of California and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to qualify would not result in a Material Adverse Change.

  • Massachusetts Business Trust With respect to any Fund which is a party to this Agreement and which is organized as a Massachusetts business trust, the term “Fund” means and refers to the trustees from time to time serving under the applicable trust agreement of such trust, as the same may be amended from time to time (the ‘Declaration of Trust”). It is expressly agreed that the obligations of any such Fund hereunder shall not be binding upon any of the trustees, shareholders, nominees, officers, agents or employees of the Fund personally, but bind only the trust property of the Fund as set forth in the applicable Declaration of Trust. In the case of each Fund which is a Massachusetts business trust (in each case, a “Trust”), the execution and delivery of this Agreement on behalf of the Trust has been authorized by the trustees, and signed by an authorized officer, of the Trust, in each case acting in such capacity and not individually, and neither such authorization by the trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.

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