12miscellaneous Sample Clauses


12miscellaneous. Compliance with Laws, Permits, and License Requirements. Each Party shall, at its sole cost and expense, comply with all federal, state and local laws applicable to its performance hereunder and shall procure all applicable licenses and permits necessary for the fulfillment of its obligations under this Marketing Agreement.Assignment. No Party may assign any rights or obligations under this Marketing Agreement, without the prior written consent of the other Party who shall have the sole discretion of denying such assignment(s) for any reason, provided that an assignment may be made by any Party to an affiliate without such prior approval. This Marketing Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective permitted successors and assigns. In the event that any Party shall sell all or substantially all of its assets or transfer all or a majority of its ownership to a non-affiliated third party (or otherwise relinquish voting control), it shall promptly provide notice to the other Parties and the other Parties shall have the option to terminate this Marketing Agreement on sixty (60) days written notice to such Party, provided notice is given within ninety (90) days from the date the notice is received of such transfer. If such notice is not given within such ninety (90) days, the other Parties forfeit their right to terminate.Non-Waiver. A waiver by Rosetta or CPS of any breach of any covenant, condition or provision (whether expressed, implied or otherwise) herein contained shall not be taken to be a waiver of any subsequent breach of the same or any other covenant, condition or provision.Merger of Marketing Agreement. This Marketing Agreement is an integrated Marketing Agreement and contains the entire agreement regarding matters herein between the Parties. No representations, warranties or promises have been made or relied upon by any Party hereto other than as set forth herein. This Marketing Agreement supersedes and controls any and all prior communications between the Parties or their representatives relative to matters contained herein. Any changes, modifications, or additions to this Marketing Agreement or any Exhibit or Schedule attached thereto shall be made by mutual consent in writing and signed by all Parties. To the extent there is any inconsistency between this Marketing Agreement and that certain Partial Transfer and Release Agreement dated August 3, 2007 (the ‚ÄúPartial Transfer and Release ...