OTHER RDG COVENANTS Sample Clauses

OTHER RDG COVENANTS. (a) CBMX has made RDG aware, and RDG acknowledges, that the Licensed Products are investigational and have not been reviewed, registered, authorized, cleared or approved for medical, diagnostic or other uses regulated by the U.S. Food and Drug Administration ("FDA"), Health Care Financing Administration ("HCFA") or any foreign equivalents ("Regulatory Bodies"). Accordingly, RDG shall obtain any and all necessary or required, reviews, clearances, registrations, authorizations and approvals by Regulatory Bodies or any other governmental authorities for the manufacturing, marketing and/or sale of Licensed Products. RDG will be responsible for obtaining and maintaining at its expense any governmental reviews, clearances, registrations, authorizations and necessary or required to discharge its obligations within the Territory. CBMX, however, shall, at RDG's cost and expense, use commercially reasonable efforts, consistent with its product development and business plans, to support RDG in its efforts to obtain such approvals, if requested to do so. RDG shall be entitled to submit such filings in its name; provided, however, that notwithstanding anything else in this Agreement, CBMX shall have: at all times full access to and the right to fully use and cross reference all such submissions, approvals, information and data and, if RDG ceases active marketing or distribution in a country with respect to a Licensed Product or if a Licensed Product ceases to be a Licensed Product, to have such submissions, approvals, information and data transferred to CBMX's name. RDG will assist CBMX in doing so and will provide CBMX with copies of all the foregoing promptly as they are created. Notwithstanding the foregoing, CBMX shall be entitled, in its discretion, to seek any and all necessary or required, reviews, clearances, registrations, authorizations and approvals by Regulatory Bodies or any other governmental authorities for the development, manufacturing, use, marketing and/or sale of Licensed Products as the sponsor of the integrated technology platform of the Licensed Products for general use, without field of use limitation, with notice to and coordination with RDG, to the extent necessary, and as a sponsor, either alone or with other Third Parties, of specific applications which are not proprietary to RDG, without notice to or coordination with RDG; provided, however, that notwithstanding anything else in this Agreement, RDG shall have: at all times full access to an...
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Related to OTHER RDG COVENANTS

  • Operating Covenants The Issuer covenants with the Indenture Trustee as follows, provided that any of the following covenants with respect to the Portfolio Railcars shall not be deemed to have been breached by virtue of any act or omission of a Lessee or sub-lessee, or of any Person which has possession of a Portfolio Railcar for the purpose of repairs, maintenance, modification or storage, or by virtue of any requisition, seizure, or confiscation of a Portfolio Railcar (other than seizure or confiscation arising from a breach by the Issuer of such covenant) (each, a “Third Party Event”), so long as (i) none of the Issuer, the Servicer or the Administrator has consented to such Third Party Event; and (ii) the Issuer (or the Servicer on its behalf) as the Lessor of such Portfolio Railcar promptly and diligently takes such commercially reasonable actions as a leading railcar operating lessor would reasonably take in respect of such Third Party Event, including, as deemed appropriate (taking into account, among other things, the laws of the jurisdiction in which such Portfolio Railcar is located or operated), seeking to compel such Lessee or other relevant Person to remedy such Third Party Event or seeking to repossess the relevant Portfolio Railcar:

  • Agreements and Covenants The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time.

  • Ship Covenants The undertakings in this Clause 21 remain in force throughout the Security Period.

  • Specific Covenants The Borrower fails to perform or observe any term, covenant or agreement contained in any of Section 6.01, 6.02, 6.03, 6.05, 6.10, 6.11 or 6.12 or Article VII; or

  • Other Agreements and Covenants 10.1 CMI will not market, sell, service, distribute or train for any product that is competitive with the Products except for CMI's own breath alcohol testing products.

  • Joint Covenants Buyer and Seller hereby covenant and agree that between the date hereof and Closing:

  • Interim Covenants During the period from the date of this Agreement and continuing until the Closing, the Seller and the Stockholders each agree (except as expressly contemplated by this Agreement or to the extent that Buyer shall otherwise consents in writing) that:

  • Conditions and Covenants All of the provisions of this Lease shall be deemed as running with the land, and construed to be "conditions" as well as "covenants" as though the words specifically expressing or imparting covenants and conditions were used in each separate provision.

  • Performance of Agreements and Covenants Each and all of the agreements and covenants of Buyer to be performed and complied with pursuant to this Agreement and the other agreements contemplated hereby prior to the Effective Time shall have been duly performed and complied with in all material respects.

  • Continuing Covenants Each Party agrees (i) not to take any action reasonably expected to result in a new or changed Tax Item that is detrimental to any other Party and (ii) to take any action reasonably requested by any other Party that would reasonably be expected to result in a new or changed Tax Item that produces a benefit or avoids a detriment to such other Party; provided that such action does not result in any additional cost not fully compensated for by the requesting Party. The Parties hereby acknowledge that the preceding sentence is not intended to limit, and therefore shall not apply to, the rights of the Parties with respect to matters otherwise covered by this Agreement.

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