Representations Warranties and Covenants Compliance Sample Clauses

Representations Warranties and Covenants Compliance. 35 9.1 Mutual Representations and Warranties 35 9.2 Additional Representations and Warranties of Lxxxx 36 9.3 Additional Representations, Warranties and Covenants of Licensee 36 9.4 Financial Representations, Warranties and Covenants of Licensee 37 9.5 Compliance Representations, Warranties and Covenants by Licensee 38 9.6 Additional Compliance Covenants 39 9.7 Disclaimer 39 9.8 No Other Representations or Warranties 39 ARTICLE 10 INDEMNIFICATION 39 10.1 Indemnification by Lxxxx 39 10.2 Indemnification by Licensee 39 10.3 Indemnification Procedures 40 10.4 Limitation of Liability 40 10.5 Insurance 41 ARTICLE 11 CONFIDENTIALITY 41 11.1 Confidential Information 41 11.2 Publicity 43 11.3 Securities Filings 43 11.4 Publications 43 11.5 Use of Names 43 11.6 Unauthorized Disclosure of Confidential Information 43 11.7 Survival 44 ARTICLE 12 TERM AND TERMINATION 44 12.1 Term 44 12.2 Termination for Material Breach 44 12.3 Termination for Non-Payment 44 12.4 Termination Related to Major Financing Event 45 12.5 [***] 45 12.6 Termination for Suspected Compliance Breach 45 ARTICLE 13 EFFECTS OF EXPIRATION OR TERMINATION 45 13.1 Expiration of Licenses 45 13.2 Termination 45 13.3 Rights upon Termination 45 13.4 Disclosure and Delivery 47 13.5 Disposition of Commercialization-Related Materials 47 13.6 Accrued Rights 47 13.7 Survival 48 13.8 Rights in Bankruptcy 48 ARTICLE 14 DISPUTE RESOLUTION 48 14.1 Disputes 48 14.2 Choice of Law; Jurisdiction 49 ARTICLE 15 MISCELLANEOUS 49 15.1 Entire Agreement; Amendment 49 15.2 Force Majeure 49 15.3 Notices 50 15.4 Assignment 50 15.5 Offset Rights 51 15.6 Severability 51 15.7 Cumulative Remedies 51 15.8 Ambiguities; No Presumption 51 15.9 Headings 51 15.10 Interpretation 51 15.11 No Waiver 52 15.12 No Third-Party Beneficiaries 52 15.13 Independent Contractors 52 15.14 Counterparts; Facsimile Signatures 52
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Representations Warranties and Covenants Compliance. 40 9.1 Mutual Representations and Warranties 40 9.2 Additional Representations and Warranties of Lilly 42 9.3 Additional Representations, Warranties and Covenants of Licensee 42 9.4 Financial Representations, Warranties and Covenants of Licensee 43 9.5 Compliance Representations, Warranties and Covenants by Licensee 44 9.6 Additional Compliance Covenants 45 9.7 Disclaimer 45 9.8 No Other Representations or Warranties 45 ARTICLE 10 INDEMNIFICATION 46 10.1 Indemnification by Lilly 46 10.2 Indemnification by Licensee 46 10.3 Indemnification Procedures 46 10.4 Limitation of Liability 47 10.5 Insurance 47
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Representations Warranties and Covenants Compliance 
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Related to Representations Warranties and Covenants Compliance

  • Representations, Warranties and Covenants The Grantors jointly and severally represent, warrant and covenant to and with the Collateral Agent, for the benefit of the Secured Parties, that:

  • Compliance with Representations, Warranties and Covenants The representations and warranties made by Buyer in this Agreement shall have been true and correct when made and shall be true and correct in all material respects at the Closing with the same force and effect as if made at the Closing, and Buyer shall have performed all agreements, covenants and conditions required to be performed by Buyer prior to the Closing.

  • CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS 2.1. The Company represents and warrants that the Policies are or will be registered under the 1933 Act or are exempt from or not subject to registration thereunder, and that the Policies will be issued, sold, and distributed in compliance in all material respects with all applicable state and federal laws, including without limitation the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the 1940 Act. The Company further represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established the Account as a segregated asset account under applicable law and has registered or, prior to any issuance or sale of the Policies, will register the Accounts as unit investment trusts in accordance with the provisions of the 1940 Act (unless exempt therefrom) to serve as segregated investment accounts for the Policies, and that it will maintain such registration for so long as any Policies are outstanding. The Company shall amend the registration statements under the 1933 Act for the Policies and the registration statements under the 1940 Act for the Accounts from time to time as required in order to effect the continuous offering of the Policies or as may otherwise be required by applicable law. The Company shall register and qualify the Policies for sales in accordance with the securities laws of the various states only if and to the extent deemed necessary by the Company.

  • Representations, Warranties and Covenants of Buyer Buyer hereby represents, warrants and covenants to Seller as follows:

  • Representations, Warranties and Covenants of Company The Company represents and warrants to Contractor, and covenants as follow:

  • Representations, Warranties and Covenants of Seller (a) The Seller hereby represents and warrants to and covenants with the Purchaser, as of the date hereof, that:

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR Debtor represents, warrants and covenants as of the date of this Agreement and as of the date of each Collateral Schedule that:

  • Representations, Warranties and Covenants of the Distributor A. The Distributor hereby represents and warrants to the Client, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:

  • Buyer’s Representations, Warranties and Covenants Buyer represents, warrants and covenants:

  • REPRESENTATION, WARRANTIES AND COVENANTS 1. The Borrower hereby represents, warrants, covenants to the Lender as follows:

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