Counterparty Agreement Sample Clauses

Counterparty Agreement. (a) Other than the Transaction Documents, the Counterparty Agreement, the First and Second Agreements (and their associated documents), that certain letter agreement dated October 17, 2014 from Counterparty to the Seller, and that certain letter agreement dated October 27, 2014 between the purchasing entities of the Superior Royalty Interest and Seller, there is no contract, agreement or other arrangement (whether written or oral) to which the Seller or any of its Subsidiaries is a party or by which any of their respective assets or properties is bound or committed (i) that creates a Lien on, affects or otherwise relates to the Purchased Assets, any Licensed Product or the Counterparty Agreement, or (ii) for which breach, nonperformance, cancellation or failure to renew would be a Material Adverse Change.
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Counterparty Agreement. (a) The Seller shall perform and comply in all material respects with its duties and obligations under the Counterparty Agreement, including the obligation to fund on a timely basis any amounts due to Counterparty related to the Counterparty’s clinical development efforts under the Second Generation Corrector Research Plan, and shall otherwise act as reasonably instructed from time to time by the Purchaser under the Counterparty Agreement and in respect of the Purchased Assets and Licensed Products. The Seller (i) shall not forgive, release or compromise any amount owed to or becoming owing to it under the Counterparty Agreement, (ii) shall not assign, amend, modify, supplement, restate, waive, cancel or terminate (or consent to any cancellation or termination of) the Counterparty Agreement, in whole or in part, (iii) shall not materially breach any of the provisions of the Counterparty Agreement, (iv) shall not enter into any new agreement or legally binding arrangement in respect of the Purchased Assets or any Licensed Product, (v) shall not waive any obligation of, or grant any consent to, Counterparty under or in respect of the Purchased Assets or any Licensed Product and (vi) shall not agree to do any of the foregoing, except, in each case, as reasonably instructed by the Purchaser. The Seller shall promptly (and in any case within five (5) Business Days) deliver to the Purchaser copies of all fully-executed or definitive writings related to the matters set forth in clauses (ii), (iv) or (v) or (vi).
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Counterparty Agreement. (a) Other than the Transaction Documents, the Master Agreement, the Counterparty Agreement and the Counterparty Agreement Guarantee, there is no written contract to which the Transferor is a party or by which any of its assets or properties is bound or committed that relates to the Transferred Assets or the Products for which breach, nonperformance, cancellation or failure to renew would have a Material Adverse Effect.
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Counterparty Agreement. Buyer shall, within five (5) days of the execution of this Agreement, complete, execute and deliver to Seller, the Counterparty Identification Form attached hereto as Exhibit H and made a part hereof.
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Counterparty Agreement. The Counterparty Agreement shall be in full force and effect.
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Counterparty Agreement. The Counterparty to the Interest Rate Protection Agreement, by its execution of this Assignment, hereby consents to the above collateral assignment and the other terms hereof (including, without limitation, the second sentence of Paragraph 4 hereof), and Assignor and Counterparty agree that, so long as any Obligations remain unsatisfied, the Counterparty will make any payments to become payable under or pursuant to the Interest Rate Protection Agreement directly to Assignee until such time as this Assignment is terminated or otherwise canceled, at which time the Counterparty will be instructed to make payments to or on behalf of Assignor. All amounts paid to Assignee pursuant to the terms hereof arising out of the assignment of the Interest Rate Protection Agreement shall be deposited into an account designated by the Agent and distributed in accordance with the provisions of the Loan Agreement. Counterparty shall be entitled to rely on the instructions of Assignee without any duty to investigate the authenticity or validity of such instructions.
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Related to Counterparty Agreement

  • Third Party Agreements Nothing in this Section 5.3 shall require any Party to violate any Contract or arrangement with any Third Party regarding the confidentiality of confidential and proprietary information relating to that Third Party or its business; provided, however, that in the event that a Party is required under this Section 5.3 to disclose any such information, such Party shall use commercially reasonable efforts to seek to obtain such Third Party’s consent to the disclosure of such information. The Parties also acknowledge that the Other Parties’ Auditors are subject to contractual, legal, professional and regulatory requirements which such auditors are responsible for complying with.

  • Related Party Agreements 34 7.5 Cooperation................................................... 34 7.6 Conduct of Business Pending Closing........................... 35 7.7

  • Non-Disturbance Agreement (a) If Owner mortgages, charges or otherwise encumbers the Site, Owner shall notify Project Co and, at the request of Project Co, provide Project Co with an agreement executed by the mortgagee of the Site, permitting Project Co, Lender and Xxxxxx’s Consultant to access and use the Site under the licence granted pursuant to Section 9.1(a) and the Lender’s Direct Agreement, respectively, free from interference from the mortgagee or any person claiming by or through the mortgagee. This Section 9.5 shall not apply in respect of any portion of the Site or Facility used or developed pursuant to Section 9.2(b) if neither the licence granted pursuant to Section 9.1(a) nor the Work pertain to such portion of the Site.

  • Third Party Standstill Agreements During the period from the date of this Agreement through the Effective Time, the Company shall not terminate, amend, modify or waive any provision of any confidentiality agreement relating to a Takeover Proposal or standstill agreement to which the Company or any of its Subsidiaries is a party (other than any involving Parent). During such period, the Company agrees to enforce, to the fullest extent permitted under applicable law, the provisions of any such agreements, including, but not limited to, obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court of the United States or any state thereof having jurisdiction.

  • Termination of Related Party Agreements Except as set forth on Schedule 9.7, all existing agreements between the Company and the Stockholders (and between the Company and entities controlled by the Stockholders) shall have been canceled effective prior to or as of the Consummation Date.

  • Non-Disturbance Agreements Lender shall enter into, and, if required by applicable law to provide constructive notice or requested by a Tenant, record in the county where the subject Property is located, a subordination, attornment and non-disturbance agreement, substantially in form and substance substantially similar to the form attached hereto as Exhibit K (a “Non-Disturbance Agreement”), with any Tenant (other than an Affiliate of Borrower) entering into a New Lease permitted hereunder or otherwise consented to by Lender within ten (10) Business Days after written request therefor by Borrower, provided that, such request is accompanied by an Officer’s Certificate stating that such Lease complies in all material respects with this Section 8.7. All reasonable third party costs and expenses incurred by Lender in connection with the negotiation, preparation, execution and delivery of any Non-Disturbance Agreement, including, without limitation, reasonable attorneys’ fees and disbursements, shall be paid by Borrower (in advance, if requested by Lender).

  • Hedging Agreement Any termination payment shall be due by the Borrower under any Hedging Agreement and such amount is not paid within ten (10) Business Days of the due date thereof.

  • Master Services Agreement This Agreement is a master agreement governing the relationship between the Parties solely with regard to State Street’s provision of Services to each BTC Recipient under the applicable Service Modules.

  • SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT Simultaneously upon Tenant's execution of this Lease, Tenant shall execute a Subordination, Non-Disturbance and Attornment Agreement in the form attached hereto as EXHIBIT J. Landlord shall return a fully executed Subordination, Non-Disturbance and Attornment Agreement in the form attached hereto as EXHIBIT J executed by Landlord and the Lender named therein, in recordable form, to Tenant as soon as reasonably possible but not later than ninety (90) days after the date of this Lease. Landlord shall use reasonable efforts (which efforts shall not require the expenditure of funds or the threat (or commencement) of litigation) to obtain a so-called "nondisturbance agreement" from any future Landlord's Mortgagee in the form attached hereto as EXHIBIT J or another form reasonably acceptable to Tenant and such Landlord's Mortgagee or other institutional lenders (either the form attached hereto as EXHIBIT J or such other reasonably acceptable form being herein referred to as the "NON-DISTURBANCE AGREEMENT"). Notwithstanding any other provision of this Lease, the subordination of this Lease to any Mortgage under Section 12.(a) and the Attornment of Tenant to any future Landlord Mortgagee under Section 12.(b) shall be conditioned upon such future Landlord's Mortgagee's execution and delivery of a Non-Disturbance Agreement.

  • Assignment of Management Agreement As additional collateral security for the Loan, Borrower conditionally transfers, sets over, and assigns to Lender all of Borrower’s right, title and interest in and to the Management Agreement and all extensions and renewals. This transfer and assignment will automatically become a present, unconditional assignment, at Lender’s option, upon a default by Borrower under the Note, the Loan Agreement, the Security Instrument or any of the other Loan Documents (each, an “Event of Default”), and the failure of Borrower to cure such Event of Default within any applicable grace period.

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