Authorization and License Sample Clauses

Authorization and License. 2.1 Subject to the terms, conditions and limitations hereof, including the conditions set forth in Section 3 [***], Shire hereby grants to Impax a limited license, under the Adderall XR Intellectual Property and under any and all statutory and regulatory exclusivities to Manufacture, have Manufactured and Market Impax Product in the Territory on and after the License Effective Date. [***] 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. portions.
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Authorization and License. The parties agree that You must first meet all the requirements of a Licensee, including NILD’s execution of this Agreement, before You are authorized to use the Licensed Materials described herein. RETURN WHITE COPY TO NILD You acknowledge and agree that NILD may revise or supplement any of its authorization requirements and that Your failure to satisfy any such requirements will result in the loss of Your authorization to provide NILD Educational Therapy®, including, without limitation, the termination of Your license to use the Licensed Materials. You agree that You will provide NILD Educational Therapy® using only the current versions of the Licensed Materials that have been made available to You by NILD. You agree to carry out NILD Educational Therapy® in accordance with the relevant portions of the Licensed Materials and the instruction given. NILD grants You a personal, nonexclusive, non-transferable, non-assignable, non- sublicenseable, revocable limited license to use the Licensed Materials for the purpose of providing NILD Educational Therapy® during the term of this Agreement. Via formal training and informal support, NILD will disclose to You information necessary for You to use and perform NILD Educational Therapy®. With the exception of the Appendix sections in the NILD course manuals, You are not permitted to copy, sell, re-publish, or otherwise distribute the Licensed Materials in any form. NILD reserves all rights not expressly granted herein. This license is limited to local, in-person individual or group therapy and does not extend to broadcast (e.g., radio, television, internet) or recorded (e.g., magnetic, optical or other media) performance. This Agreement will expire annually on September 30th and must be renewed annually for You to continue to provide NILD Educational Therapy® or use the Licensed Materials. NILD may terminate this Agreement and/or revoke Your authorization to provide NILD Educational Therapy® and Your license to use the Licensed Materials if it discovers that You have breached this Agreement in any respect. NILD shall retain the right to revise the Licensed Materials.
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Authorization and License. Siemens has all right, title or license to the Site and authorizes User to access and use the Site on a limited, non-exclusive, non-transferable, non-sublicenseable, revocable basis solely for Siemens’ business purpose. User shall not, or permit other individuals or entities to:
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Authorization and License. Subject to Your acceptance of and compliance with this Agreement and all applicable Additional Policies and with the payment requirements for the Services that are set forth on the applicable Service detail and/or Service order page on DuoCircle’s Websites (as such payment terms may be updated from time to time), DuoCircle hereby grants You a limited, non-exclusive, non-transferable, non-sublicenseable right and license, subject to DuoCircle’s domestic and international intellectual property rights, to access and use the Services, solely in accordance with the terms and conditions of this Agreement and the Additional Policies.
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Related to Authorization and License

  • AUTHORIZATION AND CONSENT The Government has given its authorization and consent for all use and manufacture of any invention described in and covered by a patent of the United States in the performance of this Agreement or any part hereof or any amendment hereto or any subcontract hereunder (including any lower-tier subcontract) which is expected to exceed $100,000.

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

  • 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.

  • Authorization and Execution The execution, delivery and performance of this Agreement has been duly authorized by all necessary action on the part of such Purchaser, and, assuming due authorization, execution and delivery by the other parties hereto, this Agreement is a legal, valid and binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles.

  • Authorization and Effect of Agreement Seller and the Company have all requisite right, corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which either is a party and to perform their respective obligations hereunder and under any such Ancillary Agreements and to consummate the transactions contemplated hereby and thereby, including the Merger. The execution and delivery of this Agreement and the Ancillary Agreements to which either is or is proposed to be a party by Seller and the Company and the performance by Seller and the Company of its obligations hereunder and thereunder, as the case may be, and the consummation of the transactions contemplated hereby and thereby, as the case may be, have been duly authorized and no other corporate action on the part of Seller or the Company is necessary to authorize the execution and delivery of this Agreement and the Ancillary Agreements to which it is or is proposed to be a party or the consummation of the transactions contemplated hereby or thereby, other than the filing of the Certificate of Merger. This Agreement has been duly and validly executed and delivered by Seller and constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally.

  • Power, Authorization and Validity 3.2.1 DoveBid has the corporate right, power and authority to enter into and perform its obligations under this Agreement, and all agreements to which DoveBid is or will be a party that are required to be executed pursuant to this Agreement (the "DoveBid Ancillary Agreements"). The execution, delivery and performance of this Agreement and the DoveBid Ancillary Agreements have been duly and validly approved and authorized by DoveBid's Board of Directors.

  • Authorization and Action Each Lender hereby appoints and authorizes the Agent to take such action as contractual representative on such Lender’s behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Agent shall not exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed the Agent to exercise such right or remedy.

  • Authorization, Validity and Effect of Agreements Each of Purchaser ------------------------------------------------ and Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Documents and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Documents and the consummation by Purchaser and Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by the respective boards of directors of Purchaser and Merger Sub and by Purchaser as the sole stockholder of Merger Sub and no other corporate proceedings on the part of Purchaser or Merger Sub are necessary to authorize this Agreement and the Ancillary Documents or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and any Ancillary Documents at the time of execution will have been, duly and validly executed and delivered by Purchaser and Merger Sub, and (assuming this Agreement and such Ancillary Documents each constitutes a valid and binding obligation of the Company) constitutes and will constitute the valid and binding obligations of each of Purchaser and Merger Sub, enforceable in accordance with their respective terms.

  • Authorization and Approvals No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by the Borrower, the Parent, or any Guarantor of the Credit Documents to which it is a party or the consummation of the transactions contemplated thereby. At the time of each Borrowing, no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority will be required for such Borrowing or the use of the proceeds of such Borrowing the absence of which could reasonably be expected to cause a Material Adverse Change.

  • Authorization and Contravention 34 Section 7.5. Binding Effect..................................................35 Section 7.6. Current Financials..............................................35 Section 7.7. Solvency........................................................35 Section 7.8. Litigation......................................................35 Section 7.9. Taxes...........................................................35 Section 7.10. Compliance with Law and Environmental Matters..................35 Section 7.11.

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