Conduct of the Project. The Principal Applicant and the Institution jointly and severally warrant and undertake to the Government that: (a) the Project shall be performed and completed in an impartial, timely and diligent manner; (b) they, the Project Team and each of the Institution’s directors, employees, agents, contractors, consultants and other personnel engaged in the Project have all the required qualifications, resources, ability, experience, expertise, skills and capacity to perform the requisite duties and services as set out in this Agreement, in a professional manner and in accordance with the terms and conditions of this Agreement; (c) they, the Project Team and each of the Institution’s directors, employees, agents, contractors, consultants and other personnel engaged in the Project shall devote to their obligations hereunder such of its time, attention and skill as may be necessary for the proper performance of those obligations; (d) they shall comply with the reasonable requests of the Government and shall use their best endeavours to promote the interests of the Government in the performance of the Project; (e) they shall carry out their duties and obligations in accordance with the Project and this Agreement and comply with the instructions and directions as the Government may give in relation to the Project from time to time; (f) the use or possession of the Materials by the Government, the Principal Applicant or the Institution will not subject any of them to any claim for infringement of any Intellectual Property Rights of any person; (g) all information supplied and statements and representations made by or on behalf of the Principal Applicant or the Institution in relation to this Agreement and the Project, and in the Application are true, accurate and complete; (h) the Institution shall provide the facilities and services necessary for the efficient conduct of the Project; (i) they shall comply with the Clearance Requirements; (j) they shall exercise financial prudence in carrying out the Project; (k) they shall notify the Government effectively and as early as possible of any event which is likely to prejudice the Project outcome (whether in a qualitative, quantitative or financial aspect) or the timely completion of the Project; (l) they shall do nothing, or permit or cause anything to be done, which is likely to constitute or constitutes a breach of this Agreement; (m) the Principal Applicant is and shall continue to remain subject only to permitted substitution hereunder an employee of the Institution and shall have the principal responsibility for the scientific oversight and management of the Project; (n) they shall ensure that they are fully and clearly aware of the risks in respect of any drug or device, which is or will be the subject of any intervention to be conducted in the Project, before the relevant interventions take place; (o) they have the full capacity, power and authority to enter into this Agreement and to perform all their obligations hereunder including without limitation the vesting of the Intellectual Property Rights in the Government or the grant of the rights referred to in Clauses 10.1 and 10.3; (p) save for the Licensed Property the Materials developed by the Principal Applicant or the Institution under this Agreement shall be or shall consist of original works created, developed or made by the Principal Applicant or the Institution for the Government during the course of or in connection with this Agreement; (q) the provision of the Materials or any of the services by the Principal Applicant or the Institution in performing this Agreement, the use, operation or possession of the Materials by the Government, its authorised users, assigns and successors- in-title for any of the purposes contemplated by this Agreement does not and will not infringe any Intellectual Property Rights of any persons; (r) the exercise by the Government, its authorised users, assigns and successors-in- title of any of the rights granted under this Agreement will not infringe any Intellectual Property Rights or any other rights of any persons; (s) in respect of any Licensed Property and other materials supplied or used by the Principal Applicant or the Institution in the performance of this Agreement and in respect of which any Intellectual Property Rights are vested in a third party: (i) the Institution has or shall have a valid and continuing licence under which it is entitled to sub-license such Licensed Property and other materials and the third party Intellectual Property Rights for itself and its authorised users and for the benefits of the Government, its authorised users, assigns and successors-in-title for any purposes contemplated by this Agreement; or (ii) prior to the use and incorporation of such Licensed Property and other materials in performing this Agreement, the Institution shall have obtained from the third party having valid and subsisting right in such Intellectual Property Rights the grant of all necessary clearances for itself and for the benefits of the Government, its authorised users, assigns and successors-in-title authorising the use of such Licensed Property and other materials for any purposes contemplated by this Agreement. (t) they shall forthwith notify the Government in writing upon they or one of them or any of their respective directors, becoming aware of the occurrence of any event or circumstance provided in any sub-clause of Clause 19.1; (u) they shall use the Grant solely and exclusively for the purpose mentioned in Clause 7.1. Neither the Institution nor the Principal Applicant shall change the Application or the Approved Budget or any part thereof without the Government’s prior written approval; (v) they shall cause all Grant and all other receipts relating to the Project to be paid into the Project Account and to be kept therein until such Grant and such other receipts are spent or paid or returned to the Government in accordance with this Agreement, and shall cause all payments relating to the Project to be paid out of the Project Account, and shall ensure that all receipts and payments in respect of the Project are properly and timely recorded; (w) they shall, upon request, allow the Government or any person on its behalf to enter at all reasonable times into and upon any premises of or controlled by the Institution or the Principal Applicant, where any document or record pertaining to the Project is kept or any item arising out of the Project is being carried out, experimented, manufactured, displayed or stored, for the purpose of inspection or copying, or for verifying the accuracy of any information given by the Institution or the Principal Applicant to the Government, or otherwise verifying that the Institution and the Principal Applicant have complied with their obligations under this Agreement; (x) the obligations expressed to be assumed by the Institution and Principal Applicant in this Agreement are legal and valid obligations binding on them and enforceable against them in accordance with the terms thereof; (y) they are able to pay their debts as they fall due and have not commenced negotiations with any one or more of their creditors with a view to the general readjustment or rescheduling of their indebtedness or made a general assignment for the benefit of or a composition with their creditors; (z) no actions or steps have been taken or legal proceedings have been started or threatened against the Institution or Principal Applicant for its bankruptcy, winding up, dissolution, insolvency, administration, reorganisation or reconstruction (whether by voluntary arrangement, scheme of arrangement or otherwise) or for the appointment of a receiver, administrator, administrative receiver, conservator, custodian, trustee or similar officer of the Institution or Principal Applicant or of any or all of its assets or revenues; and (aa) they shall comply with the requirements of the Fifth Schedule.
Appears in 4 contracts
Sources: Grant Agreement, Grant Agreement, Grant Agreement
Conduct of the Project. 12.1 The Principal Applicant and the Institution jointly and severally warrant and undertake to the Government that:
(a) the Project shall be performed and completed in an impartial, timely and diligent manner;
(b) they, the Project Team and each of the Institution’s directors, employees, agents, contractors, consultants and other personnel engaged in the Project have all the required qualifications, resources, ability, experience, expertise, skills and capacity to perform the requisite duties and services as set out in this Agreement, in a professional manner and in accordance with the terms and conditions of this Agreement;
(c) they, the Project Team and each of the Institution’s directors, employees, agents, contractors, consultants and other personnel engaged in the Project shall devote to their obligations hereunder such of its time, attention and skill as may be necessary for the proper performance of those obligations;
(d) they shall comply with the reasonable requests of the Government and shall use their best endeavours to promote the interests of the Government in the performance of the Project;
(e) they shall carry out their duties and obligations in accordance with the Project and this Agreement and comply with the instructions and directions as the Government may give in relation to the Project from time to time;; SAMPLE
(f) the use or possession of the Materials by the Government, the Principal Applicant or the Institution will not subject any of them to any claim for infringement of any Intellectual Property Rights of any person;
(g) all information supplied and statements and representations made by or on behalf of the Principal Applicant or the Institution in relation to this Agreement and the Project, and in the Application are true, accurate and complete;
(h) the Institution shall provide the facilities and services necessary for the efficient conduct of the Project;
(i) they shall comply with the Clearance Requirements;
(j) they shall exercise financial prudence in carrying out the Project;
(k) they shall notify the Government effectively and as early as possible of any event which is likely to prejudice the Project outcome (whether in a qualitative, quantitative or financial aspect) or the timely completion of the Project;
(l) they shall do nothing, or permit or cause anything to be done, which is likely to constitute or constitutes a breach of this Agreement;
(m) the Principal Applicant is and shall continue to remain subject only to permitted substitution hereunder an employee of the Institution and shall have the principal responsibility for the scientific oversight and management of the Project;
(n) they shall ensure that they are fully and clearly aware of the risks in respect of any drug or device, which is or will be the subject of any intervention to be conducted in the Project, before the relevant interventions take place;
(o) they have the full capacity, power and authority to enter into this Agreement and to perform all their obligations hereunder including without limitation the vesting of the Intellectual Property Rights in the Government or the grant of the rights referred to in Clauses 10.1 and 10.3;
(p) save for the Licensed Property Property, the Materials developed by the Principal Applicant or the Institution under this Agreement shall be or shall consist of original works created, developed or made by the Principal Applicant or the Institution for the Government during the course of or in connection with this Agreement;
(q) the provision of the Materials or any of the services by the Principal Applicant or the Institution in performing this Agreement, the use, operation or possession of the Materials by the Government, its authorised users, assigns and successors- in-title for any of the purposes contemplated by this Agreement does not and will not infringe any Intellectual Property Rights of any persons;
(r) the exercise by the Government, its authorised users, assigns and successors-in- title of any of the rights granted under this Agreement will not infringe any Intellectual Property Rights or any other rights of any persons;; SAMPLE
(s) in respect of any Licensed Property and other materials supplied or used by the Principal Applicant or the Institution in the performance of this Agreement and in respect of which any Intellectual Property Rights are vested in a third party:
(i) the Institution has or shall have a valid and continuing licence under which it is entitled to sub-license such Licensed Property and other materials and the third party Intellectual Property Rights for itself and its authorised users and for the benefits of the Government, its authorised users, assigns and successors-in-title for any purposes contemplated by this Agreement; or
(ii) prior to the use and incorporation of such Licensed Property and other materials in performing this Agreement, the Institution shall have obtained from the third party having valid and subsisting right in such Intellectual Property Rights the grant of all necessary clearances for itself and for the benefits of the Government, its authorised users, assigns and successors-in-title authorising the use of such Licensed Property and other materials for any purposes contemplated by this Agreement.
(t) they shall forthwith notify the Government in writing upon they or one of them or any of their respective directors, becoming aware of the occurrence of any event or circumstance provided in any sub-clause of Clause 19.1;
(u) they shall use the Grant solely and exclusively for the purpose mentioned in Clause 7.1. Neither the Institution nor the Principal Applicant shall change the Application or the Approved Budget or any part thereof without the Government’s prior written approval;
(v) they shall cause all Grant and all other receipts relating to the Project to be paid into the Project Account and to be kept therein until such Grant and such other receipts are spent or paid or returned to the Government in accordance with this Agreement, and shall cause all payments relating to the Project to be paid out of the Project Account, and shall ensure that all receipts and payments in respect of the Project are properly and timely recorded;
(w) they shall, upon request, allow the Government or any person on its behalf to enter at all reasonable times into and upon any premises of or controlled by the Institution or the Principal Applicant, where any document or record pertaining to the Project is kept or any item arising out of the Project is being carried out, experimented, manufactured, displayed or stored, for the purpose of inspection or copying, or for verifying the accuracy of any information given by the Institution or the Principal Applicant to the Government, or otherwise verifying that the Institution and the Principal Applicant have complied with their obligations under this Agreement;
(x) the obligations expressed to be assumed by the Institution and Principal Applicant in this Agreement are legal and valid obligations binding on them and enforceable against them in accordance with the terms thereof;; SAMPLE
(y) they are able to pay their debts as they fall due and have not commenced negotiations with any one or more of their creditors with a view to the general readjustment or rescheduling of their indebtedness or made a general assignment for the benefit of or a composition with their creditors;
(z) no actions or steps have been taken or legal proceedings have been started or threatened against the Institution or Principal Applicant for its bankruptcy, winding up, dissolution, insolvency, administration, reorganisation or reconstruction (whether by voluntary arrangement, scheme of arrangement or otherwise) or for the appointment of a receiver, administrator, administrative receiver, conservator, custodian, trustee or similar officer of the Institution or Principal Applicant or of any or all of its assets or revenues; and
(aa) they shall comply with the requirements of the Fifth Schedule.
Appears in 1 contract
Sources: Grant Agreement