Compliance with Existing Agreements. Novo Nordisk and its Affiliates and Aradigm shall each comply in all material respects with the terms and conditions of the Development and License Agreement, the Patent Cooperation Agreement, the Stock Purchase Agreement, the Manufacturing and Supply Agreement and the Co-Existence Agreement.
Compliance with Existing Agreements. You agree to comply with the confidential information statement and the intellectual property, and non-competition agreement that you previously executed which shall remain in full force and effect and which are expressly incorporated herein.
Compliance with Existing Agreements. Employee covenants that Employee will strictly observe, and comply fully with, all the provisions of Employee’s agreements with present and former employers, and to refrain from taking any action, or causing any action to be taken, that would directly or indirectly violate any provision thereof. Employee represents and warrants that Employee is not currently subject to any express or implied contractual obligations to any former employers under any proprietary rights, confidentiality, non-competition or other arrangements or understandings. If at any time Employee has concerns that the duties or responsibilities assigned to Employee may violate or have violated Employee’s agreement with any present or future employer, Employee shall promptly notify the Company in writing.
Compliance with Existing Agreements. Generex is in compliance with the respective terms and conditions of the Purchase Agreement and “Transaction Documents” (as therein defined) entered into in connection therewith (including those pertaining to Amendment No. 1). No “Event of Default” (as defined under the Debentures and the AIR Debentures) has occurred, and no event has occurred that with notice or lapse of time or both would become an Event of Default under the Debentures or AIR Debentures.
Compliance with Existing Agreements. Aradigm is in compliance in all material respects with the terms and conditions of the Development and License Agreement (other than as such terms and conditions have been modified by the Joint Steering Committee), the Patent Cooperation Agreement, the Stock Purchase Agreement, the Manufacturing and Supply Agreement and the Co-Existence Agreement.
Compliance with Existing Agreements. So long as any Preferred Shares remain outstanding, the Company shall not permit to exist any default under, redemption of or acceleration prior to maturity of any secured Indebtedness of the Company or any of its Subsidiaries. The Company shall use its reasonable best efforts to obtain the waiver and consent of the lenders under the Senior Indebtedness Agreements to the transactions contemplated hereby and pursuant to the other Transaction Documents within thirty (30) calendar days of the Initial Closing Date.
Compliance with Existing Agreements. Neither the Company nor any of its Subsidiaries is: (i) in violation of its certificate of incorporation, by-laws or other organizational documents (the “Charter Documents”); (ii) in violation of any U.S. or non-U.S. federal, state or local statute, law or ordinance, or any judgment, decree, rule, regulation, order or injunction of any U.S. or non-U.S. federal, state, local or other governmental or regulatory authority, including the rules, listing requirements and regulations of the New York Stock Exchange (the “Principal Market”), governmental or regulatory agency or body, court, arbitrator or self-regulatory organization (each, a “Governmental Authority”), applicable to any of them or any of their respective properties (collectively, “Applicable Law”); or (iii) in breach of or default under any agreement, bond, debenture, note, loan or other evidence of indebtedness, indenture, mortgage, deed of trust, lease or any other instrument to which any of them is a party or by which any of them or their respective property is bound (collectively, the “Applicable Agreements”), except, in the case of clauses (ii) and (iii) for such violations, breaches or defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or prevent, materially delay or materially impair the Company’s ability to consummate any of the transactions contemplated hereby or under any of the other Transaction Documents. All Applicable Agreements that are material to the Company and its Subsidiaries, taken as a whole, are in full force and effect and are legal, valid and binding obligations. There exists no condition that, with notice or the passage of time or otherwise, would constitute or cause (a) a violation of the Charter Documents, (b) a violation of Applicable Laws, or (c) a breach of, imposition of any penalty or default or a “Debt Repayment Triggering Event” (as defined below) under any Applicable Agreement, except, in the case of clauses (b) and (c), for any such violations, breaches, penalties, defaults or Debt Repayment Triggering Events as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or prevent, materially delay or materially impair the Company’s ability to consummate any of the transactions contemplated hereby or under any of the other Transaction Documents. As used in this agreement, a “Debt Repayment Triggering Event” means any event or condition that gives, or with t...
Compliance with Existing Agreements. At the time of APS's acceptance of the New Note and the Deficiency Obligation (the "Exchange Date"), neither Consolidated nor any of the Subsidiaries shall be in default, and no event of default shall have previously occurred since the Effective Date, under any of the Transaction Documents, except only for: (i) default in making the scheduled payments described in the Existing Note, (ii) default under the provisions of the Refinancing Agreement (but not this Agreement) requiring submission of financial information and (iii) the provisions of Section 1 of the Refinancing Agreement requiring registration of securities of Consolidated; and
Compliance with Existing Agreements. Consultant covenants that he will strictly observe, and comply fully with, all the provisions of his agreements with present and former employers, and to refrain from taking any action, or causing any action to be taken, that would directly or indirectly violate any provision thereof. Consultant represents and warrants that he is not currently subject to any express or implied contractual obligations to any former employers under any proprietary rights, confidentiality, non-competition or other arrangements or understandings that would adversely affect Consultant’s ability to provide services to the Company under this Agreement. If at any time Consultant has concerns that the duties or responsibilities assigned to him may violate or have violated Consultant’s agreement with any present or future employer, Consultant shall promptly notify the Board in writing.
Compliance with Existing Agreements. Xx. Xxxx agrees to comply with existing agreements between Xx. Xxxx and the Company, including agreements regarding non-disclosure of proprietary information of the Company or others and assignment of inventions.
