Product Contracts. (a) (Terms of Product Contract): Each Franchisee must, in respect of each Nominated Tolling Product:
Product Contracts. All Product Use Contracts and all other ----------------- software license and/or maintenance agreements (including any related agreements between Seller or any Assigning Subsidiary and any customer under any such Product Use Contract or other software license and/or maintenance agreement) in effect as of the Closing (collectively, the "Product Contracts"), but only to the extent such Product Contracts relate to the licensing, installation, maintenance and/or support of the Products;
Product Contracts. (a) Section 6.05(a) of the Seller Disclosure Schedule sets forth a complete and correct list of each Contract to which Seller or any of its Affiliates is a party that: (i) relates to the manufacture, marketing, sale, licensing or distribution of the Product;(ii) relates to the acquisition, sale, licensing in or out, assignment or use of Intellectual Property included in the Purchased Assets; (iii) relates to the purchase or disposition of assets, or the provision of services, to or by the Business; (iv) relates to the sale or distribution of the Product to any Governmental or Regulatory Authority or any other Person; (v) limits or restricts where Seller may conduct the Business or the Product may be sold, or grants any preferential rights to purchase or license the Purchased Assets; or (vi) is not otherwise described in clauses (i) – (v) above but is material to the conduct of the Business as currently conducted or as planned to be conducted in the future, or was not entered into by Seller in the Ordinary Course of Business (collectively, the “Product Contracts”). Seller has made available to Buyer complete and correct copies (including any schedules, annexes, exhibits or amendments) of all Contracts identified in Section 6.05(a) of the Seller Disclosure Schedule.
Product Contracts. ALZA and, to its knowledge (including reasonable inquiry of its Affiliates), its Affiliates are, and at all times have been, in compliance with all material applicable terms of each Product Contract, and to the knowledge of ALZA (including reasonable inquiry of its Affiliates), each Third Party that has any obligation to ALZA or any Affiliate thereof under any Product Contract is, and at all times has been, in compliance with all material applicable terms of such Product Contract, except as would, in either case, not reasonably be expected, individually or in the aggregate, to have a material adverse effect on either Party’s ability to perform its obligations under this Agreement or any Ancillary Agreement, the exploitation of the Product Rights, or the use, development, manufacture, sale, marketing, import, export, or commercialization of Agreement Product.
Product Contracts. PRILIGY WHOLESALER AGREEMENT (28.2012) [*] [*] [*] OTHER AGREEMENTS [*] [*] Confidential treatment requested.
Product Contracts. (A) All distribution, sales representative, reseller or similar Contracts relating to the Products to which Seller is a party and which are described in Section 1.01(a)(iii)(A) of the Disclosure Schedule (the "Distribution Agreements"), and (B) all software license, support and maintenance or similar Contracts relating to the Products to which Seller is a party and which are described in Section 1.01(a)(iii)(B) of the Disclosure Schedule (the "Software License and Support Agreements"), and (C) the consulting or other similar Contracts relating to the Products to which Seller is a party and which are described in Section 1.01(a)(iii)(C) of the Disclosure Schedule (the "Consulting Agreements", and together with the Software License and Support Agreements and Distribution Agreements, the "Product Contracts"); provided, however, that the Software License and Support Agreements shall be assigned to Newco II; provided, further, that no Product Contract for which a third party consent is required to assign such Product Contract to Purchaser shall be assigned at Closing unless the required consent is obtained prior to the Closing;
Product Contracts. (a) Each Product Contract is in full force and effect and constitutes a legal, valid and binding agreement, enforceable in accordance with its terms, of the Seller and, to the knowledge of Seller, of each other party thereto; and except as disclosed in Section 2.13(a) of the Disclosure Schedule neither Seller nor, to the knowledge of Seller, any other party to such Product Contract is in violation or breach of or default under any such Product Contract (or with notice or lapse of time or both, would be in violation or breach of or default under any such Product Contract) the effect of which, individually or in the aggregate, could reasonably be expected to have a materially adverse effect on the Assets or which violation or breach of or default will otherwise result in a material diminution of the benefits contemplated by this Agreement or any of the Operative Agreements to Purchaser.
