Forest Sample Clauses

Forest. Forest represents and warrants that it has all requisite power and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement and the consummation by it of the actions contemplated hereby will be, upon delivery, duly and validly executed and delivered by Forest and will constitute its legal, valid, and binding obligation.
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Forest. Starma hereby expressly agrees to the assignment by FM LLC to the Company of the Agreement as contemplated herein.
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Forest. Starma hereby expressly agrees to the assignment by PFI to the Company of the Supply Contracts as contemplated herein.
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Forest. Forest hereby represents and warrants or covenants and agrees, as appropriate, that (i) it has examined (A) drafts of the representation letters supporting the Spin-Off Opinion and drafts of the representation letters supporting the Merger Opinions and (B) any other materials delivered by Forest, Spinco and Mariner in connection with the rendering by Weil, Gotshal & Xxxxxx LLP of the Spin-Off Opinion and by Counsel of the Merger Opinions (all of the foregoing in (A) and (B), collectively, the “Draft Tax Materials”), (ii) it will update through and including the Distribution Date the Draft Tax Materials deliverable by Forest and Spinco (as updated, the “Final Forest Tax Materials”), (iii) the facts to be presented and the representations to be made in the Final Forest Tax Materials, to the extent descriptive of the Forest Group, the Spinco Business, the formation of Spinco or Spinco while it is a member of the Forest Consolidated Group (including the business purposes for the Distribution and the representations in the Final Forest Tax Materials to the extent that they relate to the Forest Group, the Spinco Business, the formation of Spinco or Spinco while it is a member of the Forest Consolidated Group and the plans, proposals, intentions and policies of Forest), will be from the time presented or made through and including the time of the Distribution, true, correct and complete in all respects, and (iv) it has delivered to Mariner copies of any Draft Tax Materials that were delivered by Forest and Spinco and will deliver to Mariner a copy of the Spin-Off Opinion and copies of any Final Forest Tax Materials.
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Forest i) conducted a review of the FDA status and classification (e.g., new drug, lacking substantial evidence of effectiveness, etc.) of each of its Government Reimbursed Products; ii) conducted a review of the product information (including the status as a covered outpatient drug and all product codes or classifications) reported to CMS for each of its Government Reimbursed Products for purposes of the Medicaid Drug Rebate Program and the Medicare program; and iii) determined that the product information reported to CMS during the Reporting Period is true, accurate, and complete;
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Forest. Except for intellectual property infringement, which are covered in Article 17, Forest shall defend Mylan and its Affiliates at Forest’s cost and expense and will indemnify and hold Mylan and its Affiliates and their respective directors, officers, employees, consultants, contractors, representatives, and agents harmless from and against any and all losses, costs, damages, fees, or expenses (including reasonable attorneys’ fees and expenses) ("Losses") incurred in connection with or arising out of any Third Party claim (a "Third Party Claim") directly relating to (i) any material breach by Forest of its representations or warranties pursuant to this Agreement, (ii) any negligence or willful misconduct of Forest, its Affiliates, or their respective directors, officers, employees, contractors (including, without limitation, Forest’s contract sales force and permitted sub-distributors), consultants, agents, representatives, or permitted sub-licensees in the exercise of any of Forest’s rights or the performance of any of Forest’s obligations under this Agreement, (iii) personal injury and other product liability resulting from the Development, and (iv) the handling, packaging, pricing, marketing, distribution, off-label promotion, shipping, storage, manufacturing or Commercialization by Forest or any of its Affiliates or permitted sublicensees of the Product in the Territory; provided that notwithstanding the foregoing, in all cases referred to in this Section, Forest shall have no liability to Mylan for any Losses to the extent (and only to the extent) that such Losses were caused by any item for which Mylan is required to indemnify Forest pursuant to Section 16.2. Forest has no set-off rights for any such damages.
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Forest. Park - 20-unit garden-style apartment complex and related improvements located at 0000-0000 Xxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxx (“Forest Park”);
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Forest. Starma hereby expressly agrees to the assignment by PGI to PFLLC of the Services Agreement as contemplated herein.
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Related to Forest

  • Cornerstone shall use its best efforts to register or qualify such shares under such other securities or "blue sky" laws of such jurisdictions as the LLC reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable the LLC to consummate the disposition in such jurisdictions of the Registered Shares (provided that Cornerstone shall not be required to (i) qualify generally to do business in any jurisdiction in which it would not otherwise be required to qualify but for this Section 6.9, (ii) subject itself to taxation in any such jurisdiction, or (iii) consent to general service of process in any such jurisdiction).

  • Western LONDON agrees that it will keep records relating to its services hereunder in accordance with all applicable laws, and in compliance with the requirements of Rule 31a-3 under the 1940 Act, WESTERN LONDON hereby agrees that any records that it maintains for the Fund are the property of the Fund, and further agrees to surrender promptly to the Fund any of such records upon the Fund’s request. WESTERN LONDON further agrees to arrange for the preservation of the records required to be maintained by Rule 31a-1 under the 1940 Act for the periods prescribed by Rule 31a-2 under the 1940 Act.

  • University Any notice may be served upon the University by delivering it, in writing, to the University at the address set forth on the last page of this Agreement, by depositing it in a United States Postal Service deposit box with the postage fully prepaid and with the notice addressed to the University at the aforementioned address, or by sending a facsimile of it to the University facsimile number set forth on the last page of this Agreement.

  • Millwright In the case of a job site located outside a millwright’s region of residence, the employer may assign a millwright holding a journeyman competency certificate or an apprentice competency certificate anywhere in Quebec, provided the millwright has worked 1,500 or more hours for the employer in the construction industry in Quebec or elsewhere in Canada during the first 24 months of the 26 months preceding the issuance or renewal of his competency certificate, as follows:

  • Environmental Services 1. Preparation of Environmental Documentation (CEQA/NEPA) including but not limited to the following:

  • Environmental Management (a) The Operator must, prior to the commencement of any Train Services (including any new or varied Train Services):

  • Xxxxx, Haldimand, Norfolk (a) An employee shall be granted five working days bereavement leave with pay upon the death of the employee’s spouse, child, stepchild, parent, stepparent, legal guardian, grandchild or step-grandchild.

  • Arkansas CANCELLATION section is amended as follows: A ten percent (10%) penalty per month shall be applied to refunds not paid or credited within forty-five (45) days of receipt of returned Service Agreement.

  • Energy 1. Cooperation shall take place within the principles of the market economy and the European Energy Charter, against a background of the progressive integration of the energy markets in Europe.

  • Radiation Therapy/Chemotherapy Services This plan covers chemotherapy and radiation services. Respiratory Therapy This plan covers respiratory therapy services. When respiratory services are provided in your home, as part of a home care program, durable medical equipment, supplies, and oxygen are covered as a durable medical equipment service.