Subcontracting; Performance by Affiliates Sample Clauses

Subcontracting; Performance by Affiliates. Codiak will have the right to subcontract any of the activities assigned to it under any Work Plan (a) to any Third Party that has been pre-approved by Jazz and is designated in such Work Plan as an authorized (sub)contractor and (b) to any other Third Party only with the consent and written approval of the JSC (such consent not to be unreasonably withheld, conditioned or delayed). Unless the JSC has decided that the applicable type of subcontracting pursuant to this Section 2.4 by Codiak is exempt from the review requirements imposed by this Section 2.4, if Codiak desires to subcontract any of the activities assigned to it under any Work Plan to a Third Party, Codiak will notify Jazz regarding the identity of the Third Party and the nature of the contemplated subcontracting. Jazz will then have up to [***] to notify Codiak whether Jazz will review the applicable subcontracting and related agreements. If Jazz so notifies Codiak, Codiak will then provide the draft(s) of such agreement(s) to Jazz, and Jazz will have up to [***] to review and comment on such draft(s) from the date that Codiak provides such draft(s). Codiak will consider such comments in good faith but will have no obligation to implement them. Without limiting the foregoing, Codiak will promptly disclose to Jazz the executed versions of any agreements with such Third Party. Jazz and its Affiliates will have the right to subcontract any of its or their activities assigned to it or them under any Work Plan to a Third Party only with the consent and written approval of the JSC (such consent not to be unreasonably withheld, conditioned or delayed). Unless the JSC has decided that the applicable type of subcontracting pursuant to this Section 2.4 by Jazz is exempt from the review requirements imposed by this Section 2.4, if Jazz desires to subcontract any of the activities assigned to it under any Work Plan to a Third Party, Jazz will notify Codiak regarding the identity of the Third Party and the nature of the contemplated subcontracting. Codiak will then have up to [***] to notify Jazz whether Codiak will review the applicable subcontracting and related agreements. If Codiak so notifies Jazz, Jazz will then provide the draft(s) of such agreement(s) to Codiak, and Codiak will have up to [***] to review and comment on such draft(s) from the date that Jazz provides such draft(s). Jazz will consider such comments in good faith but will have no obligation to implement them. Without limiting the foreg...
Sample 1Sample 2
AutoNDA by SimpleDocs
Subcontracting; Performance by Affiliates. Ablynx will have the right to subcontract any of the activities assigned to it under any Work Plan to a Third Party only with the consent and written approval of the JSC (such consent not to be unreasonably withheld, conditioned or delayed), and in any case Ablynx will promptly disclose any such subcontracting to Sanofi as well as the corresponding agreements. Sanofi will have the right to subcontract any of its activities under this Agreement, including activities assigned to it under any Work Plan to a Third Party, and Sanofi’s subcontractors will be deemed not to be sublicenses for purposes of the licenses set forth in Section 3.1. In each case, no such permitted subcontracting will relieve the subcontracting Party of any obligation hereunder. Sanofi will not make available Ablynx Platform Know-How to a Third Party subcontractor during the applicable Research Program Term without the prior written consent of Ablynx at Ablynx’s sole discretion. Each Party agrees that the other Party may perform some or all of its obligations under this Agreement through Affiliates (other than a Future Acquirer unless Sanofi provides its prior written consent) for so long as they remain Affiliates of such other Party; provided that each Party will remain responsible and be a guarantor of the performance by its Affiliates and will cause its Affiliates to comply with the provisions of this Agreement in connection with such performance.
Sample 1Sample 2
Subcontracting; Performance by Affiliates. Each Party shall have the right to subcontract any of the activities assigned to it under any Program Plan to a Third Party to the extent expressly provided for in such Program Plan or with the written approval of the Joint Scientific Committee; provided that, in each case, no such permitted subcontracting shall relieve the subcontracting Party of any obligation hereunder. The Parties recognize that each may perform some or all of its obligations under this Agreement through Affiliates; provided, that each Party shall remain responsible and be a guarantor of the performance by its Affiliates and shall cause its Affiliates to comply with the provisions of this Agreement in connection with such performance. Portions of this 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.
Sample 1Sample 2
Subcontracting; Performance by Affiliates. Each Party may engage its Affiliates or Third Party subcontractors (including contract research organizations and contract manufacturing organizations) to perform certain of its obligations under this Agreement without the prior written consent of the other Party. Any Affiliate or Third Party subcontractor to be engaged by a Party to perform such Party’s obligations set forth in this Agreement will meet the qualifications typically required by such Party for the performance of work similar in scope and complexity to the subcontracted activity. The activities of any such Third Party subcontractors or Affiliates performing on behalf of a Party under this Agreement will be considered activities of such subcontracting Party under this Agreement. The subcontracting Party will be responsible for ensuring compliance by any such Third Party subcontractors or Affiliates with the terms of this Agreement, as if such Third Party(ies) or Affiliate are such Party hereunder. Notwithstanding the foregoing, the second, third, and fourth sentence of this Section 17.15 does not apply to activities related primarily to Universal Cells Program Targets and Universal Cells Program Products.
Sample 1

Related to Subcontracting; Performance by Affiliates

  • Performance by Affiliates Each Party may discharge any obligations and exercise any right hereunder through any of its Affiliates. Each Party hereby guarantees the performance by its Affiliates of such Party’s obligations under this Agreement, and shall cause its Affiliates to comply with the provisions of this Agreement in connection with such performance. Any breach by a Party’s Affiliate of any of such Party’s obligations under this Agreement shall be deemed a breach by such Party, and the other Party may proceed directly against such Party without any obligation to first proceed against such Party’s Affiliate.

  • Performance by Seller Seller shall have performed, satisfied and complied with all covenants, agreements and conditions required by this Agreement to be performed or complied with by each of them, on or before the Closing Date.

  • Performance by Agent If the Borrower shall fail to perform any covenant, duty or agreement contained in any of the Loan Documents, the Agent may perform or attempt to perform such covenant, duty or agreement on behalf of the Borrower after the expiration of any cure or grace periods set forth herein. In such event, the Borrower shall, at the request of the Agent, promptly pay any amount reasonably expended by the Agent in such performance or attempted performance to the Agent, together with interest thereon at the applicable Post-Default Rate from the date of such expenditure until paid. Notwithstanding the foregoing, neither the Agent nor any Lender shall have any liability or responsibility whatsoever for the performance of any obligation of the Borrower under this Agreement or any other Loan Document.

  • Performance by the Company The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company.

  • Performance by Purchaser Purchaser shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Purchaser at or prior to the Closing Date.

  • Performance by Buyer Buyer shall have performed and complied with all covenants and agreements and satisfied all conditions required by this Agreement to be performed by Buyer on or before the Closing Date.

  • Performance by Lender If the Pledgor shall fail to perform, observe or comply with any of the conditions, covenants, terms, stipulations or agreements contained in this Agreement or any of the other Financing Documents, the Lender without notice to or demand upon the Pledgor and without waiving or releasing any of the Obligations or any Default or Event of Default, may (but shall be under no obligation to) at any time thereafter make such payment or perform such act for the account and at the expense of the Pledgor, and may enter upon the premises of the Pledgor for that purpose and take all such action thereon as the Lender may consider necessary or appropriate for such purpose and the Pledgor hereby irrevocably appoints the Lender as its attorney-in-fact to do so, with power of substitution, in the name of the Lender or in the name of the Pledgor or otherwise, for the use and benefit of the Lender, but at the cost and expense of the Pledgor and without notice to the Pledgor. All sums so paid or advanced by the Lender together with interest thereon from the date of payment, advance or incurring until paid in full at the Post-Default Rate and all costs and expenses, shall be deemed part of the Enforcement Costs, shall be paid by the Pledgor to the Lender on demand, and shall constitute and become a part of the Obligations.

  • Data Necessary to Perform Services The Trust or its agent shall furnish to USBFS the data necessary to perform the services described herein at such times and in such form as mutually agreed upon.

  • Performance by Landlord If Tenant fails to perform any obligation required under this Lease or by law or governmental regulation, Landlord in its sole discretion may, after ten (10) days prior written notice to Tenant, without waiving any rights or remedies and without releasing Tenant from its obligations hereunder, perform such obligation, in which event Tenant shall pay Landlord as additional rent all sums paid by Landlord in connection with such substitute performance, including interest at the Agreed Interest Rate (as defined in Section 19.J) within ten (10) days of Landlord's written notice for such payment.

  • KEY PERFORMANCE INDICATORS (a) The Custodian and the Funds may from time to time agree to document the manner in which they expect to deliver and receive the services contemplated by this Agreement. The parties agree that any such key performance indicators (hereinafter referred to as “KPIs” or, individually as a “KPI”) shall be agreed upon in writing by the parties and shall be reflected in one or more schedules to this Agreement. The Custodian and the Funds acknowledge that any failure to perform in accordance with KPIs shall not in and of itself be considered a breach of contract that gives rise to contractual or other remedies provided that such failure may be a breach giving rise to contractual or other remedies if it is persistent and not remedied after consultation. Nothing in this Section 11 shall modify any party’s applicable standard of care under this Agreement; nor shall any meeting or discussion among the parties regarding KPIs be construed to prevent a party from pursuing any remedy otherwise available to it pursuant to this Agreement.

Time is Money Join Law Insider Premium to draft better contracts faster.