Representations and Warranties Certain Covenants. Each of EEMC and EPMI hereby represents and warrants to the other party hereto that (i) the execution, delivery and performance of this Agreement by it are within its corporate powers, and have been duly authorized by all necessary corporate or other action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it, (ii) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms, subject to any equitable defenses, (iii) it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of any other party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement and (iv) it has obtained all consents and approvals of governmental authorities as may be applicable to it with respect to the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby.
Representations and Warranties Certain Covenants. SECTION (a) The General Partner hereby represents and warrants to the Owner that:
(i) the General Partner (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, (ii) has the requisite corporate power and legal right to own and operate its properties and to carry on its business as presently conducted, and (iii) to the best of its knowledge after due inquiry, is duly qualified to do business as a foreign corporation in good standing in each jurisdiction in which its ownership or leasing of properties or the conduct of its business requires such qualification, except where the failure to so qualify would not materially impair the ability of the General Partner to perform its obligations hereunder;
(ii) the General Partner has full power and authority to execute and deliver this Agreement and any documents referred to herein and to perform its obligations in accordance herewith and therewith;
(iii) all acts, consents, licenses, orders, authorizations, approvals, waivers, extensions, and variances of, and notices to or filings with, any governmental or public body and other proceedings to be taken by or on the part of the General Partner to authorize the General Partner to perform hereunder and under any documents referred to herein or contemplated hereby have been duly and properly taken;
(iv) this Agreement has been duly authorized, executed and delivered by the General Partner and, assuming the due authorization, execution and delivery of this Agreement by the Owner, this Agreement constitutes the legal, valid and binding obligation of the General Partner, enforceable in accordance with its terms, subject, as to enforceability, to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law); and
(v) the execution, delivery and performance hereof by the General Partner and any obligations contemplated herein will not result in any violation of any term of the articles of incorporation or the by-laws of the General Partner, do not require stockholder approval or the approval or consent of any trustee or holders of indebtedness of the General Partner except such as have been obtained prior to the date hereof and will not conflict with or result in a breach in any material respect of any terms or provisions of, or constitute a default under, or result in th...
Representations and Warranties Certain Covenants. Borrower hereby represents and warrants (which representations and warranties likewise shall be deemed to have been renewed by Borrower upon each Borrowing under the Credit Agreement) that:
(i) Borrower has the complete and unconditional authority to pledge the Pledged Collateral;
(ii) Borrower holds the Pledged Collateral free and clear of any and all liens, charges, encumbrances and security interests thereon (other than in favor of the Agent) and has good right, title and legal authority to pledge the Pledged Collateral in the manner contemplated herein; (iii) all membership interests or stock now owned or hereafter owned by Borrower and constituting or which will constitute Pledged Collateral hereunder is, or will be on date of pledge thereof, validly issued, fully paid and non-assessable; and (iv) no authorization, approval, or other action by, and no notice to or filing with, any governmental authority or regulatory body is required either (1) for the pledge by Borrower of the Pledged Collateral pursuant to this Agreement or for the execution, delivery or performance of this Agreement by Borrower or (2) for the exercise by Agent of the voting or other rights provided for in this Agreement or the remedies in respect of the Pledged Collateral pursuant to this Agreement (except as may be required in connection with the exercise of such rights or remedies by laws affecting the voting, offering and sale of securities generally).
Representations and Warranties Certain Covenants. (a) Pledgor hereby represents and warrants that Pledgor is the legal and equitable owner of the Pledged Collateral free and clear of all liens, charges, encumbrances and security interests of every kind and nature, other than Permitted Encumbrances (as defined below).
(b) Pledgor covenants that:
(i) except for the Security Interest granted hereby and the security interests permitted under or otherwise contemplated hereby ("Permitted Encumbrances"), Pledgor will not create, assume, incur or permit to exist or to be created, assumed or incurred, directly, or indirectly, any lien of any kind on, or any repurchase agreement with respect to, the Pledged Collateral, and will defend the Pledged Collateral against, and take such action as is necessary to remove, any such lien, and will defend the Security Interest against the claims and demands of all persons; and
(ii) Pledgor shall advise the Secured Party promptly, in reasonable detail, of any lien or claim made or asserted against any of the Pledged Collateral; and of the occurrence of any other event which would have a material adverse effect on the enforceability of the Security Interest created hereunder.
(c) Pledgor may, upon thirty (30) days prior notice to Secured Party, transfer a part of the Pledged Collateral to one or more persons if: (i) the person(s) acquiring such Pledged Collateral grant(s) to the Secured Party a pledge of such Pledged Collateral, on terms and conditions reasonably acceptable to the Secured Party; (ii) the ownership of such Pledged Collateral by such person(s) would not cause Pledgor to breach any of his covenants set forth herein or cause any Event of Default (or event that with giving of notice, lapse of time or both could constitute an Event of Default); and (iii) each such person is otherwise reasonably acceptable to the Secured Party. Pledgor shall not otherwise transfer, or consent to the transfer of, any of the Pledged Collateral.
Representations and Warranties Certain Covenants. The Assignor represents and warrants that:
Representations and Warranties Certain Covenants. (a) Pledgor hereby represents and warrants that Pledgor is the legal and equitable owner of the Pledged Collateral free and clear of all liens, charges, encumbrances and security interests of every kind and nature, other than Permitted Encumbrances (as defined below).
(b) Pledgor covenants that:
(i) except for the Security Interest granted hereby, the security interests permitted under or otherwise contemplated hereby and the repurchase agreement provided
Representations and Warranties Certain Covenants. (a) Stockholder hereby represents and warrants that he is the legal and equitable owner of the Restricted Shares free and clear of all liens, charges, encumbrances and security interests of every kind and nature.
(b) Stockholder covenants that:
(i) Stockholder will not create, assume, incur or permit to exist or to be created, assumed or incurred, directly, or indirectly, any lien of any kind on, or any repurchase agreement with respect to, the Restricted Shares, and will defend the Restricted Shares against, and take such action as is necessary to remove, any such lien; and
(ii) Stockholder shall advise the Company promptly, in reasonable detail, of any lien or claim made or asserted against any of the Restricted Shares.
Representations and Warranties Certain Covenants. 32 Section 5.1 Representations and Warranties of Both Parties 32 Section 5.2 Additional Representations, Warranties and Covenants of BECo 33 Section 5.3 NEPOOL and ISO-NE Voting Rights 34
Representations and Warranties Certain Covenants. (a) Pledgor hereby represents and warrants that Pledgor is the legal and equitable owner of the Pledged Collateral free and clear of all liens, charges, encumbrances and security interests of every kind and nature, other than Permitted Encumbrances (as defined below).
(b) Pledgor covenants that:
(i) except for the Security Interest granted hereby and the security interests permitted under or otherwise contemplated hereby ("Permitted Encumbrances"), Pledgor will not create, assume, incur or permit to exist or to be created, assumed or incurred, directly, or indirectly, any lien of any kind on, or any repurchase agreement with respect to, the Pledged Collateral, and will defend the Pledged Collateral against, and take such
Representations and Warranties Certain Covenants. 30
11.1 Representations of Authority. 30 11.2 Consents. 30 11.3 No Conflict. 30 11.4 Enforceability. 30 11.5 Sales Representatives. 31 11.6 Certain Compliance Matters. 31 11.7 Debarment; Exclusion. 32
11.8 MLNM Employees. 32 11.9 Disclaimer. 32 ARTICLE XII INDEMNIFICATION 33 12.1 General Indemnification. 33 12.2 Product Liability. 33 12.3 Notice and Control of Litigation. 34 ARTICLE XIII DISPUTE RESOLUTION 34 13.1 Escalating; Decision Making Authority. 34 13.2 Arbitration. 35 13.3 Jury Trial. 38 13.4 Attorneys’ Fees. 38 ARTICLE XIV MISCELLANEOUS 38 14.1 Compliance with Laws. 38 14.2 Choice of Law. 38 14.3 Equitable Remedies. 39 14.4 Notices. 39 14.5 Severability. 40 14.6 Force Majeure Event. 40 14.7 Captions. 40 14.8 Integration. 41 14.9 Independent Contractors; No Agency. 41 14.10 Submission to Jurisdiction. 41 14.11 Assignment; Successors. 41 14.12 Publicity. 42 14.13 No Consequential or Punitive Damages. 42 14.14 Performance by Affiliates. 42 14.15 Amendments; Waivers. 42 14.16 Third Party Beneficiaries. 43 14.17 Further Assurances; Cooperation. 43 14.18 Survival. 43 14.19 Cumulative Remedies. 43 14.20 Execution in Counterparts; Facsimile Signatures. 44 Appendix A Definitions 00 Xxxxxxxx X Co-Promotion Plan 56 Appendix C Training Plan 57 Appendix D Terms and Conditions Applicable to Product Orders 58 This CO-PROMOTION AGREEMENT (this “Agreement”) dated October 25, 2006 (the “Effective Date”), is entered into by and between MILLENNIUM PHARMACEUTICALS, INC. a Delaware corporation (“MLNM”) and ORTHO BIOTECH INC., a New Jersey corporation (“OBI”). MLNM and OBI are generically referred to in this Agreement individually as a “Party” and collectively as the “Parties”.
