Seller Operations Sample Clauses

Seller Operations. Except as permitted under Section 8.04, all of the equity interests in Seller are, and shall always be, owned, directly or indirectly, by Seller Parent. Following the Closing and except as set forth on Section 5.08 of the Seller Disclosure Schedule, Seller will not acquire or otherwise possess any assets or incur any liabilities, Liens (other than Permitted Liens) or other obligations (contractual or otherwise) except in connection with the performance of its obligations under the Transaction Documents or resulting out of the ownership of assets that are not the Purchased Royalty Interests. Except as set forth on Section 5.08 of the Seller Disclosure Schedule, Seller will not undertake any actions other than to enter into and perform its obligations under the Applicable Agreements, the Transaction Documents and all documents, instruments, or agreements directly related thereto. Neither Seller nor Seller Parent or any manager of Seller shall amend or alter the Seller Organizational Documents, agree to dissolve Seller or otherwise windup its affairs or allow or take any action for Seller to become subject to any Bankruptcy Event.
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Seller Operations. Seller shall not engage in any business or other activity not expressly contemplated by the Transaction Documents. Except as permitted under Section 9.04, all of the equity interests in Seller shall always be owned, directly or indirectly, by ImmunoGen. The Seller will not acquire or otherwise possess any assets or incur any liabilities, Liens (other than Permitted Liens) or other obligations (contractual or otherwise) except in connection with the performance of its obligations under the Transaction Documents or resulting out of the ownership of the Contributed Assets that are not the Purchased Interest. The Seller will at all times remain in existence as a limited liability company separate and distinct from ImmunoGen or any other Person and will not consent to or enter into any agreement or contract with respect to reorganization, merger, recapitalization or consolidation of the Seller with or into any other Person. The Seller will at all times maintain itself as a limited liability company in good standing under the laws of the State of Delaware, and pay all applicable taxes, fees or other expenses to and make any applicable filings with or provide any applicable notices to any applicable Governmental Authority in order to so maintain itself. Neither the Seller nor ImmunoGen or any manager of the Seller shall amend or alter the Contribution Agreement or the Seller Organizational Documents, agree to dissolve the Seller or otherwise windup its affairs or allow or take any action for the Seller to become subject to any Bankruptcy Event. The Seller shall not fail to correct any known misunderstanding regarding the separate identity of the Seller and shall maintain its accounts, books and records separate from any other Person (including ImmunoGen) and will not commingle any funds with any other Person (including ImmunoGen), except to the extent set forth herein with respect to amounts deposited in the Deposit Account.
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Seller Operations. In connection with operations of Seller: (a) it is fully responsible for the acts, omissions and/or defalcations of its employees, including but not limited to the failure of any employee, agent, representative or assign to deliver any check or other payment belonging to Purchaser; (b) no inventory, equipment or other asset has been sold outside the ordinary course of Seller’s business without first giving Purchaser written notice and obtaining Purchaser’s written consent, which consent shall not unreasonably be withheld or delayed; (c) it has not entered and will not enter into any agreement with any party other than Purchaser which authorizes such party to initiate ACH transfers or other withdrawals from any Seller deposit account in connection with a merchant cash advance or other financing facility, except with Purchaser’s prior written consent; (d) each individual that executes and delivers the Assignment Schedule has the power and authority to do so on behalf of Seller; (e) it shall at all times execute and deliver to Purchaser any and all documents that Purchaser reasonably deems desirable or necessary to effectuate the provisions of this Purchase Agreement; (f) it has no delinquent obligations under any organized labor contracts, and in the event Seller permits or suffers any such delinquent obligations at any time during the Term, Seller shall satisfy all such delinquent obligations within ten (10) days after Seller receives notice or is otherwise advised of same; (g) it has no delinquent obligations under any pension obligations, and in the event Seller permits or suffers any such delinquent obligations at any time during the Term, Seller will satisfy all such delinquent obligations within ten (10) days after Seller receives notice or is otherwise advised of same; and (h) the proceeds of the Advances shall be used solely by Seller for working capital and needed capital expenditure purposes in the ordinary course of business. The foregoing representations and warranties shall (i) run to the benefit of Purchaser’s successor and assigns and will be continuing in nature and will remain in full force and effect until all Obligations and sums owing to Purchaser by Seller have been fully and indefeasibly paid; and (ii) survive termination of this Purchase Agreement. Seller on behalf of itself and its successors and assigns hereby indemnifies and holds Purchaser harmless from any and all costs incurred by Purchaser or its successors or assigns, including...
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Seller Operations. The Seller was formed solely for the purpose of owning the Contributed Assets and the transfer of the Purchased Interest to the Purchaser pursuant hereto and shall not engage in any business or other activity not expressly contemplated by the Transaction Documents. Except as permitted under Section 8.04, all of the equity interests in Seller have at all times been, and shall always be, owned, directly or indirectly, by ImmunoGen. The Seller will not acquire or otherwise possess any assets or incur any liabilities, Liens (other than Permitted Liens) or other obligations (contractual or otherwise) except in connection with the performance of its obligations under the Transaction Documents or resulting out of the ownership of the Contributed Assets that are not the Purchased Interest. The Seller will at all times remain in Portions of the exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
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Seller Operations. Buyer shall maintain the principal office of the Business at the Shadelands Business Park office or an alternative office located within 10 miles of the Shadelands Business Park office until at least December 31, 2003.
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Seller Operations. Seller shall use commercially reasonable efforts to provide Purchaser with Qualifying Landfill Gas over the term of this Agreement. Such commercially reasonable efforts shall include, but not necessarily be limited to, the following:
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Seller Operations. Except as permitted under Section 8.04, all of the equity interests in Seller are, and shall always be, owned, directly or indirectly, by Seller Parent. Following the Closing, Seller will not acquire or otherwise possess any assets or incur any liabilities, Liens (other than Permitted Liens) or other obligations (contractual or otherwise) except in connection with the performance of its obligations under the Transaction Documents or resulting out of the ownership of assets that are not the Purchased Royalty Interests. Seller will not undertake any actions other than to enter into and perform its obligations under the Transaction Documents and all documents, instruments, or agreements directly related thereto. Neither Seller nor Seller Parent or any of their Affiliates or any manager of Seller shall amend or alter the Seller Organizational Documents, agree to dissolve Seller or otherwise windup its affairs or allow or take any action for Seller to become subject to any Bankruptcy Event. Seller Parent shall use commercially reasonable efforts to complete the dissolution of Agenus Switzerland and the transfer of all of the assets and liabilities of Agenus Switzerland to Seller Parent in a timely fashion.
Sample 1
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Seller Operations. 37 Section 6.09 Offsets. 37 Section 6.10 Interest. 37 Section 6.11 Grant of Rights. 38 Section 6.12 Genentech Transactions. 38 ARTICLE VII THE CLOSING; CONDITIONS TO CLOSING 38 Section 7.01 Closing. 38 Section 7.02 Conditions Applicable to the Purchaser in Closing. 38 Section 7.03 Conditions Applicable to the Selling Parties and the Original Purchaser in Closing. 40 ARTICLE VIII EXPIRATION 40 Section 8.01 Expiration Date. 40 Section 8.02 Effect of Expiration. 41 ARTICLE IX MISCELLANEOUS 41 Section 9.01 Survival. 41 Section 9.02 Specific Performance. 41 Section 9.03 Notices. 41 Section 9.04 Successors and Assigns. 43 Section 9.05 Indemnification. 44 Section 9.06 Independent Nature of Relationship. 50 Section 9.07 Tax 51 Section 9.08 Entire Agreement. 52 Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. CONFIDENTIAL TREATMENT REQUESTED Table of Contents continued Page Section 9.09 Governing Law; Jurisdiction; Service of Process; Waiver of Jury Trial. 53 Section 9.10 Severability. 53 Section 9.11 Counterparts; Effectiveness. 53 Section 9.12 Amendments; No Waivers. 54 Section 9.13 Interpretation. 54 Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. CONFIDENTIAL TREATMENT REQUESTED ROYALTY PURCHASE AGREEMENT ROYALTY PURCHASE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is made and entered into as of January 8, 2019 (referred to herein as “the date of this Agreement”), by and among ImmunoGen, Inc., a Massachusetts corporation (“ImmunoGen”), Hurricane, LLC, a Massachusetts limited liability company (the “Seller,” and together with ImmunoGen, the “Selling Parties”), Immunity Royalty Holdings, L.P., a Delaware limited partnership (the “Original Purchaser”), and OMERS IP Healthcare Holdings Limited, an Ontario corporation (the “Purchaser”).
Sample 1
Seller Operations. Except as permitted under Section 8.04, all of the equity interests in Seller are, and shall always be, owned, directly or indirectly, by Seller Parent. Following the Closing, Seller will not acquire or otherwise possess any assets or incur any liabilities, Liens (other than Permitted Liens) or other obligations (contractual or otherwise) except in connection with the performance of its obligations under the Transaction Documents or resulting out of the ownership of assets that are not the Purchased Royalty Interests. Seller will not undertake any actions other than to enter into and perform its obligations under the Transaction Documents and all documents, instruments, or agreements directly related thereto. Neither Seller nor Seller Parent or any of their Affiliates or any manager of Seller shall amend or alter the Seller Organizational Documents, agree to dissolve Seller or otherwise windup its affairs or allow or take any action for Seller to become subject to any Bankruptcy Event. Seller Parent shall use commercially reasonable efforts to complete the dissolution of Agenus Switzerland and the [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. transfer of all of the assets and liabilities of Agenus Switzerland to Seller Parent in a timely fashion.
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Related to Seller Operations

  • Operations Prior to Closing Between the date of the execution of this Agreement and Closing:

  • SELLERS 20 The member states initially anticipate that they will provide a monetary allowance to sellers 21 under Model 2 based on the following:

  • Interim Operations (a) The Company covenants and agrees as to itself and its Subsidiaries that, from and after the execution of this Agreement and prior to the Effective Time (unless Parent shall otherwise approve in writing, which approval shall not be unreasonably withheld, conditioned or delayed, and except as (1) required by applicable Law, (2) expressly required by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure Letter), the Company shall use its reasonable best efforts to conduct its business and the business of its Subsidiaries in the ordinary course of business consistent with past practice and each of the Company and its Subsidiaries shall, subject to compliance with the specific matters set forth below, use reasonable best efforts to preserve its business organization intact and maintain the existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it and keep available the services of the Company and its Subsidiaries’ present employees and agents. Without limiting the generality of, and in furtherance of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to the Effective Time, except (A) as required by applicable Law, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, conditioned or delayed), (C) as expressly disclosed in Section 6.1(a) of the Company Disclosure Letter or (D) as expressly provided for in this Agreement, the Company shall not and will not permit any of its Subsidiaries to:

  • Seller For each Mortgage Loan, the seller of such Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement.

  • Operations Pending Closing From the date hereof through the Closing Date, Seller agrees as follows:

  • Due Diligence Examination At any time during the Review Period, and thereafter through Closing of the Property, Buyer and/or its representatives and agents shall have the right to enter upon the Property at all reasonable times for the purposes of reviewing all Records and other data, documents and/or information relating to the Property and conducting such surveys, appraisals, engineering tests, soil tests (including, without limitation, Phase I and Phase II environmental site assessments), inspections of construction and other inspections and other studies as Buyer deems reasonable and necessary or appropriate to evaluate the Property, subject to providing reasonable advance notice to Seller unless otherwise agreed to by Buyer and Seller (the “Due Diligence Examination”). Seller shall have the right to have its representative present during Buyer’s physical inspections of its Property, provided that failure of Seller to do so shall not prevent Buyer from exercising its due diligence, review and inspection rights hereunder. Buyer agrees to exercise reasonable care when visiting the Property, in a manner which shall not materially adversely affect the operation of the Property.

  • Operations and Properties Borrower shall, and shall cause each of its Subsidiaries to, act prudently and in accordance with customary industry standards in managing or operating its assets, properties, business and investments. Borrower shall, and shall cause each of its Subsidiaries to, keep in good working order and condition, ordinary wear and tear excepted, all of its assets and properties which are necessary to the conduct of its business.

  • The Business The parties acknowledge that the Company is engaged in the development, marketing and sale of certain proprietary technologies, processes and related products in the areas of chemical detection, technical processes, and technical/business services, and that the Company may also from time to time become or may intend to become engaged in other business endeavors (individually and collectively, the "BUSINESS"). The Company shall be deemed to intend to become engaged in a business endeavor if it has devoted or expended any significant resources, either financial or human resources, towards the proposed endeavor, either in planning or implementing the undertaking of such planned endeavor.

  • Operations Prior to the Closing Date (a) Seller shall use its commercially reasonable efforts to, and to cause the Companies to, operate and carry on the Business in the ordinary course and substantially as operated immediately prior to the date of this Agreement. Consistent with the foregoing, Seller shall use its commercially reasonable efforts, and shall cause the Companies to use their commercially reasonable efforts, consistent with good business practice, to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business.

  • Post-Closing Operations As required by the Settlement Agreement, Buyer hereby covenants and agrees that Buyer shall (and shall cause any successor or assign of Buyer to) cause the Facilities to remain in service for a minimum of eighteen (18) months following the Closing Date.

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