Enabling Agreements Sample Clauses

Enabling Agreements. The Enabling Agreements are in full force and effect and Accentia has all rights under the Enabling Agreements to develop and commercialize the Products and generate the Royalty Stream as contemplated by the Agreement. The copies of the Enabling Agreements as provided by Accentia to PPD are true and correct copies. There have been no amendments or modifications to any of the Enabling Agreements. The Royalty Stream is not subject to any claim of off-set for any other liability or obligation of PPD. Accentia is in compliance with each of the Enabling Agreements and is not in breach of its obligations with respect thereto. Mayo and BDSI are, to the knowledge of Accentia, in compliance with, respectively, the Mayo License Agreement and the BDSI License Agreement, and Accentia has no reason to believe that either Mayo or BDSI does not intend to comply with its obligations pursuant to the Mayo License Agreement and the BDSI License Agreement, respectively. Accentia has not granted any licenses or other rights and has no obligations to grant licenses or other rights with respect to the Products, and, except for the Enabling Agreements, there are no other contracts, arrangements, or understandings relating to the Royalty Stream.
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Enabling Agreements. A true, correct and complete copy of each of the Enabling Agreements is attached hereto as EXHIBIT A-1 and A-2. Each of the Enabling Agreements is in full force and effect in the forms attached hereto as EXHIBIT A-1 and A-2. There have been no amendments or modifications to any of the Enabling Agreements, other than attached as exhibits hereto. Neither AHP nor Pfizer has been released, in whole or in part, from any of its obligations under the AHP Agreement and the Pfizer Agreement, respectively. Neither the AHP Payments nor the Pfizer Payments is subject to any existing claim of rescission, offset, counterclaim or defense for any other liability or obligation of Seller. To Seller's Knowledge, no event has occurred or circumstance exists that would entitle either AHP or Pfizer to exercise any such right of rescission, offset, counterclaim or defense. Seller is in compliance with the Enabling Agreements and is not in breach of its obligations with respect thereto which breach could reasonably be expected to have a material adverse effect on its rights thereunder. AHP and Pfizer are, to Seller's Knowledge, in material compliance with, respectively, the AHP Agreement and the Pfizer Agreement and Seller has no reason to believe that either AHP or Pfizer does not intend to comply with its obligations pursuant to the AHP Agreement and the Pfizer Agreement, respectively, including their respective obligations to pay royalties on products covered thereby. Except for the Enabling Agreements and this Agreement, there are no other contracts, arrangements, or understandings relating to AHP Payments or the Pfizer Payments, except as could not reasonably be expected to adversely affect Buyer's rights hereunder. Each of the AHP Agreement and the Pfizer Agreement is the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its respective terms.
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Enabling Agreements. The Seller shall have executed the Enabling Agreements to which Airgas is a party.
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Enabling Agreements. The Seller and NWS shall have agreed on the services to be provided by the Seller to NWS pursuant to the Transition Services Agreement and the Seller shall have executed the Transition Services Agreement and the Intellectual Property License to which NWS is a party.
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Enabling Agreements. Each Purchaser shall have executed and delivered each of the Enabling Agreements to which it is a party.
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Enabling Agreements. Purchaser and Seller agree to cooperate ------------------- in good faith in the creation and execution at Closing, or as soon as practicable thereafter, of any and all enabling agreements between themselves and/or their subsidiaries that may be required by jurisdictions outside of the United States of America, including, but not limited to, Germany; provided, however, that any such agreement shall by its terms be consistent with and subordinate to this Agreement.
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Enabling Agreements. The appropriate Sellers shall have executed the respective Enabling Agreements.
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Enabling Agreements. The Purchaser shall have executed and delivered each of the Enabling Agreements.
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Related to Enabling Agreements

  • Parties to Lock-Up Agreements The Company has furnished to the Underwriters a letter agreement in the form attached hereto as Exhibit A (the “Lock-up Agreement”) from each of the persons listed on Exhibit B. Such Exhibit B lists under an appropriate caption the directors and executive officers of the Company. If any additional persons shall become directors or executive officers of the Company prior to the end of the Company Lock-up Period (as defined below), the Company shall cause each such person, prior to or contemporaneously with their appointment or election as a director or executive officer of the Company, to execute and deliver to the Representatives a Lock-up Agreement.

  • Existing Agreements The Executive represents to the Company that he is not subject or a party to any employment or consulting agreement, non-competition covenant or other agreement, covenant or understanding which might prohibit him from executing this Agreement or limit his ability to fulfill his responsibilities hereunder.

  • Support Agreements Each member of the Seller Board shall have executed and delivered to Buyer a Support Agreement in the form attached as Exhibit A.

  • Selling Agreements Distributor is authorized to enter into agreements with other broker-dealers providing for the solicitation of unconditional orders for purchases of the Fund's Shares authorized for issuance and registered under SA-33 and fix therein the portion of the sales charge which may be reallowed to the selected dealers, as permitted under that Fund's prospectus. All such agreements shall be either in the form of agreement attached hereto or in such other form as may be approved by the officers of the Fund ("Selling Agreement"). Within the United States, the Distributor shall offer and sell Shares to such selected dealers as are members in good standing of the NASD; "banks" as such term is defined in Section 3(a)(6) of the Exchange Act or a "bank holding company" as such term is defined in the Bank Holding Company Act of 1956, as amended, duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was organized; and such other entities or purchasers as otherwise mutually agreed in writing.

  • Certain Additional Agreements If any Registration Statement or comparable statement under state blue sky laws refers to any Holder by name or otherwise as the Holder of any securities of the Company, then such Holder shall have the right to require (a) the insertion therein of language, in form and substance satisfactory to such Holder and the Company, to the effect that the holding by such Holder of such securities is not to be construed as a recommendation by such Holder of the investment quality of the Company’s securities covered thereby and that such holding does not imply that such Holder will assist in meeting any future financial requirements of the Company, or (b) in the event that such reference to such Holder by name or otherwise is not in the judgment of the Company required by the Securities Act or any similar federal statute or any state blue sky or securities law then in force, the deletion of the reference to such Holder.

  • Transactional Agreements Transactional Agreements" shall mean: (a) the Agreement; (b) the Assignment and Assumption Agreement; (c) the Voting Agreements; (d) the Credit Agreement; (e) the Patent License Agreement; (f) the Patent Standstill Agreement; and (g) the Stay Orders.

  • Modifications of Organizational Documents The Parent and the Borrower shall not, and shall not permit any Loan Party or other Subsidiary to, amend, supplement, restate or otherwise modify its articles or certificate of incorporation, by-laws, operating agreement, declaration of trust, partnership agreement or other applicable organizational document if such amendment, supplement, restatement or other modification could reasonably be expected to have a Material Adverse Effect.

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Commercial Agreements All of the container leases, lease addenda, container management agreements and other agreements of the Company and its subsidiaries, considered as one enterprise (collectively, the “Commercial Agreements”), are in full force and effect, except where the failure of a Commercial Agreement to not be in full force and effect would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; and neither the Company nor any of its subsidiaries has any notice of any claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any Commercial Agreement, or affecting or questioning the rights of the Company or any of its subsidiaries with respect to any such Commercial Agreement, except with respect to any claims which would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • Shareholder Agreements As a material inducement to Parent to enter into this Agreement, and simultaneously with, the execution of this Agreement, each Shareholder (as defined herein) is entering into an agreement, in the form of Annex A hereto (collectively, the "Shareholder Agreements") pursuant to which they have agreed, among other things, to vote their shares of Company Common Stock in favor of this Agreement.

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