Absence of Agreement Sample Clauses

Absence of Agreement. If Onyx does not execute an agreement in the Field with a Japanese company pursuant to Sections 11.1 or 11.2, then neither party shall market or license others to market any Collaboration Compounds in the Field in Japan without the consent of the other party.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Absence of Agreement. In the absence for any other agreement in writing between the Customer and the Service Provider, the Service Provider may elect to vary any element of the Fees by giving you notice of the variation via the Service or via an email address that you have registered with the Service Provider.
Sample 1Sample 2Sample 3
Absence of Agreement. If the dispute is not resolved by mediation within a further 28 days, or such longer period as may be necessary to allow any mediation process which has been commenced to be completed, then the parties may exercise their legal rights in relation to the dispute, including by the commencement of legal proceedings in a court of competent jurisdiction in New South Wales.
Sample 1
Absence of Agreement. If IMSALUM and FCAM fail to reach an agreement either at the Board of Directors level or at Shareholders Meeting level and this causes an impasse situation which substantially affects the normal course of business of the company, any of the Shareholders may submit an offer to purchase the stock of the other Shareholder who shall, within 30 calendar days after receipt of the offer in writing, resolve either, to sell its stock to the proposed purchase Shareholder or to purchase the stock of the proposed purchaser Shareholder who shall be obligated to sell at the same price and on the same terms it offered to purchase. The purchase offer shall remain for all and no less than all the stock of the company owned by the other Shareholder and the purchase price will be determined by the proposed purchaser Shareholder and the proposed seller Shareholder and such price shall not be less than the Net Book Value of the stock and not above the calculation of the Net Book Value of the stock multiplied by "P/BV multiple" of the Mexican Stock Exchange at the day of the transaction ("P/BV multiple")= average of all the companies in the Mexican Stock Exchange); unless the parties mutually agree otherwise, the Shareholders are obligated to follow up the closing procedure described in this Section 13.02.
Sample 1

Related to Absence of Agreement

  • Precedence of Agreement In the event that there is a conflict between the contents of this Agreement and any regulations made by the College, or on behalf of the College, this Agreement shall take precedence over the said regulations.

  • Authorization of Agreement This Agreement has been duly authorized, executed and delivered by the Company.

  • Authorization of Agreement, Etc The Borrower has the right and power, and has taken all necessary action to authorize it, to borrow and obtain other extensions of credit hereunder. The Borrower and each other Loan Party has the right and power, and has taken all necessary action to authorize it, to execute, deliver and perform each of the Loan Documents to which it is a party in accordance with their respective terms and to consummate the transactions contemplated hereby and thereby. The Loan Documents to which the Borrower or any other Loan Party is a party have been duly executed and delivered by the duly authorized officers of such Person and each is a legal, valid and binding obligation of such Person enforceable against such Person in accordance with its respective terms except as the same may be limited by bankruptcy, insolvency, and other similar laws affecting the rights of creditors generally and the availability of equitable remedies for the enforcement of certain obligations (other than the payment of principal) contained herein or therein may be limited by equitable principles generally.

  • Authorization of Agreements, Etc (a) The execution and delivery by the Company of this Agreement, the performance by the Company of its obligations hereunder, the issuance, sale and delivery of the Convertible Notes and the issuance and delivery of the Conversion Shares have been duly authorized by all requisite corporate action and will not violate (i) any provision of any law, order of any court or other agency of government applicable to the Company, the Certificate of Incorporation of the Company (the "Charter"), or the By-Laws of the Company, as amended, or (ii) any provision of any indenture, agreement or other instrument to which the Company or any of its properties or assets is bound, or (iii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or (iv) result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company, which in the cases of clauses (ii), (iii) and (iv) would have a Material Adverse Effect.

  • Authorization of Agreements; Absence of Defaults and Conflicts The Investment Adviser has full power and authority to enter into this Agreement and the Investment Management Agreement. This Agreement and the Investment Management Agreement have each been duly authorized, executed and delivered by the Investment Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements constitute valid and binding obligations of the Investment Adviser, enforceable in accordance with their respective terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law); and neither the execution and delivery of this Agreement or the Investment Management Agreement nor the performance by the Investment Adviser of its obligations hereunder or thereunder nor the consummation of the transactions herein or therein contemplated will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Investment Adviser is a party or by which it is bound, the organizational documents of the Investment Adviser, or any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser or its properties or operations; and no consent, approval, authorization or order of any court or governmental authority, regulatory body or agency is required for the consummation by the Investment Adviser of the transactions contemplated by this Agreement or the Investment Management Agreement except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, the NYSE or state securities laws.

  • Authorization of Agreements The execution and delivery of this Amendment and the performance of the Amended Agreement have been duly authorized by all necessary corporate action on the part of Borrower.

  • Acceptance of Agreement This Agreement shall not be considered accepted, approved or otherwise effective until the statutorily required approvals and certifications have been given.

  • TYPE OF AGREEMENT Check One (1) ☐ - Unilateral – This Agreement shall be Unilateral, whereas, 1st Party shall have sole ownership of the Confidential Information with 2nd Party being prohibited from disclosing confidential and proprietary information that is to be released by the 1st Party. ☐ - Mutual – This Agreement shall be Mutual, whereas, the Parties shall be prohibited from disclosing confidential and proprietary information that is to be shared between one another.

  • Absence of Litigation There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its Subsidiaries, threatened against or affecting the Company or any of its Subsidiaries, or their officers or directors in their capacity as such, that could have a Material Adverse Effect. Schedule 3(i) contains a complete list and summary description of any pending or, to the knowledge of the Company, threatened proceeding against or affecting the Company or any of its Subsidiaries, without regard to whether it would have a Material Adverse Effect. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

  • Continuance of Agreement This Agreement will continue in effect for a period of more than one year from the date of its effectiveness only so long as its continuance is specifically approved annually by a majority vote of both (a) the full Board of Trustees of the Fund and (b) those Trustees who are not interested persons of the Fund and who have no direct or indirect financial interest in the operation of the Plan or this Agreement (the "Independent Trustees"), cast in person at a meeting called for the purpose of voting on this Agreement.

Time is Money Join Law Insider Premium to draft better contracts faster.