Assignment of Certain Existing Agreements Sample Clauses

Assignment of Certain Existing Agreements. (a) At the written request of Celgene, Prothena shall (or shall cause its Affiliates to, as applicable), to the extent legally permissible (provided that, to the extent consent is required from the relevant counterparty, Prothena shall (or shall cause its Affiliates to, as applicable) use reasonable efforts to obtain such consent) (i) assign to Celgene (or its designee) any or all (as designated by Celgene) Existing Program Agreements and/or (ii) assist Celgene (or its Affiliate) in entering into new agreements directly with the counterparties to the Existing Program Agreements to cover the subject matter of such Existing Program Agreements, as applicable, in each case of (i) and/or (ii), as and to the extent requested by Celgene in writing. If any Existing Program Agreement is assigned to Celgene, Prothena shall be solely responsible for, and shall indemnify and hold harmless Celgene and all other Celgene Indemnitees from and against any costs and other Third Party Damages arising from, or relating to, any such Existing Program Agreement as a result of, or in connection with, events or occurrences prior to the date of such assignment (including, for clarity, any payments that accrued prior to the date of such assignment, but which do not become payable until after the date of such assignment).
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Assignment of Certain Existing Agreements. At the written request of Merck, NewLink shall, to the extent legally permissible (and, to the extent consent is required from the relevant counterparty, NewLink shall use reasonable efforts to obtain such consent), (i) assign to Merck (or its Affiliate) certain NewLink Third Party Agreements (as designated in Schedule 2.9.4) and/or (ii) assist Merck (or its Affiliate) in entering into new agreements directly with the counterparties to the NewLink Third Party Agreements, as applicable, in each case of (i) and/or (ii), as and to the extent requested by Merck; provided that NewLink shall not be obligated to assign any such NewLink Third Party Agreement if such NewLink Third Party Agreement is necessary for NewLink to perform its obligations under a NewLink Funding Agreement. In the event that any NewLink Third Party Agreement is assigned to Merck, NewLink shall be solely responsible for, and shall indemnify and hold harmless Merck and all other Merck Indemnities for and against any costs and other Liabilities arising from, or related to, any such NewLink Third Party Agreements as a result of, or in connection with, events or occurrences prior to the date of such assignment (including, for clarity, any payments that were committed to prior to the date of such assignment, but which do not become payable until after the date of such assignment). The Parties understand that certain agreements set forth in Schedule 2.9.4 below authorize expenditures of funds that, in the absence of further instructions to the subcontractor, could result in the amount billed under such agreement exceeding the amounts authorized under the NewLink Future Funding Agreements. Notwithstanding the indemnification set forth in the Agreement and this paragraph, NewLink shall not be liable for any costs any other Liabilities related to such agreements which result from the subcontractor exceeding the authorized amounts under the NewLink Future Funding Agreements. In the event that a given NewLink Third Party Agreement is assigned to Merck in accordance with this Section 2.9.4, then such NewLink Third Party Manufacturing Agreement shall no longer be a “NewLink Third Party Agreement” for the purposes of this Agreement.
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Assignment of Certain Existing Agreements. (a) At the written request of Celgene, Prothena shall (or shall cause its Affiliates to, as applicable), to the extent legally permissible (provided that, to the extent consent is required from the relevant counterparty, Prothena shall (or shall cause its Affiliates to, as applicable) use reasonable efforts to obtain such consent) (i) assign to Celgene (or its designee) any [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. or all (as designated by Celgene) Existing Program Agreements and/or (ii) assist Celgene (or its Affiliate) in entering into new agreements directly with the counterparties to the Existing Program Agreements to cover the subject matter of such Existing Program Agreements, as applicable, in each case of (i) and/or (ii), as and to the extent requested by Celgene in writing. If any Existing Program Agreement is assigned to Celgene, Prothena shall be solely responsible for, and shall indemnify and hold harmless Celgene and all other Celgene Indemnitees from and against any costs and other Third Party Damages arising from, or relating to, any such Existing Program Agreement as a result of, or in connection with, events or occurrences prior to the date of such assignment (including, for clarity, any payments that accrued prior to the date of such assignment, but which do not become payable until after the date of such assignment).
Sample 1
Assignment of Certain Existing Agreements. At the written request of Merck, NewLink shall, to the extent legally permissible (and, to the extent consent is required from the relevant counterparty, [*]), (i) assign to Merck (or its Affiliate) any or all (as designated by Merck) of [*] and/or (ii) assist Merck (or its Affiliate) in [*] to cover the subject matter of such [*], as applicable, in each case of (i) and/or (ii), [*]; provided that NewLink shall not be obligated to assign any such [*] if such [*] is [*]. In the event that any [*] is assigned to Merck, NewLink shall [*], or related to, any such [*] as a result of, or in connection with, [*] of such [*], but which [*]. In the event that a given [*] is assigned to Merck in accordance with this Section 2.9.4, then such [*] shall [*].
Sample 1
Assignment of Certain Existing Agreements. At the written request of Merck, NewLink shall, to the extent legally permissible (and, to the extent consent is required from the relevant counterparty, [**]), (i) assign to Merck (or its Affiliate) any or all (as designated by Merck) of [**] and/or (ii) assist Merck (or its Affiliate) in [**] to cover the subject matter of such [**], as applicable, in each case of (i) and/or (ii), [**]; provided that NewLink shall not be obligated to assign any such [**] if such [**] is [**]. In the event that any [**] is assigned to Merck, NewLink shall [**], or related to, any such [**] as a result of, or in connection [**] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. with, [**] of such [**], but which [**]. In the event that a given [**] is assigned to Merck in accordance with this Section 2.9.4, then such [**] shall [**].
Sample 1

Related to Assignment of Certain Existing Agreements

  • Modification of Certain Agreements The Borrower will not, and will not permit any of its Subsidiaries to, consent to any amendment, supplement, waiver or other modification of, or enter into any forbearance from exercising any rights with respect to the terms or provisions contained in,

  • Amendment of Certain Documents Such Borrower will not amend or otherwise modify its Certificate of Formation or Articles of Association as the case may be, or operating agreement in any way which would have a Material Adverse Effect on such Borrower.

  • Termination of Certain Agreements On and as of the Closing, the Company shall take all actions necessary to cause the Contracts listed on Schedule 6.04 to be terminated without any further force and effect and without any cost or other liability or obligation to the Company or any of its Subsidiaries, and there shall be no further obligations of any of the relevant parties thereunder following the Closing.

  • Absence of Certain Agreements Neither Parent nor any of its Affiliates has entered into any contract, arrangement or understanding (in each case, whether oral or written), or authorized, committed or agreed to enter into any contract, arrangement or understanding (in each case, whether oral or written), pursuant to which: (a) any stockholder of the Company would be entitled to receive consideration of a different amount or nature than the Merger Consideration or pursuant to which any stockholder of the Company (i) agrees to vote to adopt this Agreement or the Merger or (ii) agrees to vote against any Superior Proposal or (b) any Third Party has agreed to provide, directly or indirectly, equity capital to Parent or the Company to finance in whole or in part the Merger.

  • Amendments of Certain Documents Amend or otherwise modify (a) any of its Organization Documents in a manner materially adverse to the Administrative Agent or the Lenders, or (b) any term or condition of any Unsecured Financing Documentation in any manner materially adverse to the interests of the Administrative Agent or the Lenders.

  • Modification of Certain Documents No Group Member shall do any of the following:

  • Assumption of Certain Obligations Buyer shall assume only those liabilities related to the Business or Assets which are referred to in Section 2.2(a) or are otherwise expressly assumed in this Agreement (the “Assumed Liabilities”).

  • Termination of Certain Contracts The Purchaser shall have received evidence reasonably acceptable to the Purchaser that the Contracts involving the Company and/or Company Stockholder or other Related Persons set forth on Schedule 8.3(e)(xv) shall have been terminated with no further obligation or Liability of the Company thereunder.

  • Amendment of Certificate In the event this Agreement shall be amended pursuant to Section 14.1, the General Partner shall amend the Certificate to reflect such change if it deems such amendment of the Certificate to be necessary or appropriate.

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