By King Clause Samples

The "By King" clause designates that certain actions, decisions, or approvals within a contract or agreement are to be made exclusively by an individual or entity referred to as "King." In practice, this means that whenever the contract requires a determination, consent, or instruction, only the party identified as "King" has the authority to provide it, such as approving changes or resolving disputes. This clause centralizes decision-making power, ensuring clarity about who holds ultimate authority and reducing ambiguity or conflicts over who can act on behalf of the contracting parties.
By King. KING represents and warrants to NOVAVAX that: (a) the execution, delivery and performance of this Agreement by KING does not conflict with, or constitute a breach of or under, any order, judgment, agreement or instrument to which KING is a party; and (b) the execution, delivery and performance of this Agreement by KING does not require the consent of any Person or the authorization of (by notice or otherwise) any governmental or regulatory authority; (c) the rights granted by KING to NOVAVAX hereunder do not conflict with any rights granted by KING to any third party; (d) KING has sufficient rights in and to the KING Products and all intellectual property, use, development, manufacturing, marketing, distribution and sale rights related thereto necessary or advisable for such purposes as contemplated by this agreement (the "KING Product Rights"), free and clear of any liens or encumbrances, except for any customer contracts, government contracts and contracts with hospitals or group purchasing organizations, in each case entered into in the ordinary course of business (collectively, "Product Contracts"); (e) except for the Product Contracts, there are no agreements between KING and any Person with respect to the rights of KING in the Territory in the KING Products and the KING Product Rights; (f) KING has the right to and, as of the Effective Date, has no reason to believe it will not have a continuous and sufficient supply of the active ingredient included in the KING Products during the entire Term; (g) it has no notice that any KING Product Rights, or that the use thereof as contemplated under this Agreement, interfere or infringe on any intellectual property rights owned or possessed by any Person; (h) there are no third party pending patent applications which, if issued, may cover the use, development, manufacture, distribution or sale of the KING Products; (i) there are no claims, judgments or settlements against or owed by KING or pending or threatened claims or litigation relating to the KING Products or the KING Product Rights; (j) it has reviewed the available safety data relating to the KING Products and has no reason to believe the KING Products are not safe; (k) any KING Product samples provided to NOVAVAX hereunder have been at all times in the control of KING or its designate and meet applicable specifications contained in the NDA for the KING Product.
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By King. KING represents and warrants to NOVAVAX that: (a) the execution, delivery and performance of this Agreement by KING does not conflict with, or constitute a breach of or under, any order, judgment, agreement or instrument to which KING is a party; and (b) the execution, delivery and performance of this Agreement by KING does not require the consent of any Person or the authorization of (by notice or otherwise) any governmental or regulatory authority, except as otherwise expressly provided in this Agreement.
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By King. King shall defend, indemnify and hold harmless Acura and its Affiliates and each of their officers, directors, shareholders, employees, successors and assigns (collectively, “Acura Indemnitees”) from and against all Claims of Third Parties, and all associated Losses, to the extent arising out of (a) the Development, use, manufacture or Commercialization of Products in the Territory, (b) the Development, use or manufacture by King or its Affiliates or permitted sublicensees of Products outside the Territory, (c) any breach by King or any of its Affiliates of any representation or warranty, covenant, or obligation given in this Agreement or (d) the gross negligence or willful misconduct of King or any of its Affiliates in the performance of its obligations hereunder; provided, however, that in all cases referred to in this Section 14.2, King shall not be liable to indemnify any Acura Indemnitee for any Losses to the extent that Acura is obligated to indemnify a King Indemnitee for such Losses pursuant to Section 14.1.
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By King. King hereby represents and warrants to Depomed as follows: (a) It is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. It has all requisite power and authority to carry on its business and to own and operate its properties and assets. The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on its part. It has obtained all authorizations, consents and approvals, governmental or otherwise, necessary for the execution and delivery of this Agreement, and to otherwise perform its obligations under this Agreement. (b) There is no pending or, to its knowledge, threatened litigation involving it which would have any material adverse effect on this Agreement or on its ability to perform its obligations hereunder. (c) There is no indenture, contract, or agreement to which it is a party or by which it is bound which prohibits or would prohibit the execution and delivery by it of this Agreement or the performance or observance by it of any material term or condition of this Agreement. (d) To its knowledge, it has paid Depomed all amounts due and payable by it to Depomed pursuant to the Promotion Agreement.
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By King. Notwithstanding any other provision of this Agreement, King may terminate his employment with Water Now (i) for Good Reason, as defined below, in compliance with the provisions set forth below and upon delivery of a Good Reason Notice, as defined below, to Water Now, or (ii) voluntarily and without Good Reason, upon delivery of a Notice of Termination to Water Now at least 45 days prior to the date of termination (which Water Now may, in its sole discretion, make effective earlier than the date set forth in the Notice of Termination). Water Now may require that King not come to work during the notice period and may assign one or more of King’s duties and authority to one or more other individuals.
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By King. Commencing as of the Initiation Date and continuing throughout the Copromotion Period, King shall use its Commercially Reasonable Efforts to market and promote the Product(s) to Physicians in the Territory in accordance with the then current Marketing Plan. After the end of the Copromotion Period and for the remainder of the Term of this Agreement, King shall use its Commercially Reasonable Efforts to market, promote and sell the Product(s) in the Territory. Without limiting the foregoing, from January 1, 2006 through December 31, 2006, King shall be responsible for performing at least [***] Details (the “King 2006 Annual Detailing Requirement”) in accordance with the 2006 Altace Marketing Plan approved by the AMC, a copy of which is attached hereto as Exhibit 8.5. The number of Details required in this Section 4.1 shall be conducted and spaced according to the current Marketing Plan then in effect, provided, however, that King agrees that during each calendar quarter during calendar year 2006, King shall be responsible for performing no less than [***] Details (the “King 2006 Quarterly Detailing Requirement”). During the Copromotion Period, King agrees to use its Commercially Reasonable Efforts to provide, and/or cause its Affiliates to provide, Product samples to Physicians in accordance with the then current Marketing Plan.
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By King. King represents and warrants to Wyeth that: (a) the execution, delivery and performance of this Agreement by King does not conflict with, or constitute a breach of or under, any order, judgment, agreement or instrument to which King is a Party; (b) the execution, delivery and performance of this Agreement by King does not require the consent of any Person or the authorization of (by notice or otherwise) any governmental or regulatory authority,
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By King. King represents and warrants to Inyx that: (a) the execution, delivery, and performance of each Collaboration Document by King does not conflict with, or constitute a breach of or under, any order, judgment, agreement, or instrument to which King is a party; (b) the execution, delivery, and performance of each Collaboration Document by King does not require the consent of any Person or the authorization of (by notice or otherwise) any governmental or regulatory authority; (c) each Collaboration Document is a legal, valid, and binding obligation of King enforceable against it in accordance with its terms and conditions, except as enforceability may be limited by bankruptcy, insolvency, or other laws affecting the enforcement of creditors' rights generally, and except that the availability of the remedy of specific performance or other equitable relief is subject to the discretion of the court before which any proceeding therefor may be brought; and (d) As of the Effective Date, neither King nor any of its employees or agents, in their capacity as such, have been disqualified or debarred by the FDA, pursuant to 21 U.S.C. §§ 335(a) or (b), or been charged with or convicted under United States law for conduct relating to the development or approval, or otherwise relating to the regulation of any Product under the Generic Drug Enforcement Act of 1992, or any other relevant law, rule, or regulation or been disbarred, disqualified, or convicted under or for any equivalent or similar applicable foreign law, rule, or regulation.
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By King. (i) King may terminate this Agreement immediately upon notice to Durect in the event that any Governmental Authority causes the withdrawal of all Products from the market in all countries in the Territory or otherwise withdraws approval of Durect, King, or any Third Person as a manufacturer of the Finished Excipients hereunder, the effect of which would prevent King from obtaining Finished Excipients in sufficient amounts to allow it to reasonably Exploit the Products; or Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidential treatment request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. (ii) King may terminate this Agreement in the event of a Change of Control (as defined in the DLA) of Durect by written notice to Durect delivered no later than [ * * *] days after receipt of notification from Durect of such Change of Control (as defined in the DLA) of Durect (which shall be deemed to have occurred on the completion of such Change of Control (as defined in the DLA)). In the event that King elects to terminate this Agreement, this Agreement shall terminate effective one (1) year from the date that Durect receives notice from King of its election to terminate.
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