Third Party Investment Sample Clauses

Third Party Investment. Lazard Group and Lazard Ltd shall use their respective commercially reasonable efforts to take all actions necessary to consummate the Third Party Investment.
Sample 1Sample 2Sample 3See All (6)
AutoNDA by SimpleDocs
Third Party Investment. The Initial Shareholders shall provide reasonable assistance to CPLB in its efforts to attract third party investment into and funding of CPLB, including but not limited to, providing timely responses to due diligence and otherwise responding to other reasonable requests by a potential third party investor. Notwithstanding the previous sentence, CPLB shall not issue any new Shares to or accept any investment from any third party, without the prior written consent of both Initial Shareholders, such consent not to be unreasonably withheld. Any such third party receiving Shares shall agree in writing that it and its heirs, successors and assigns, shall be subject to and bound by the provisions of this Agreement, and CPLB shall place the legend set forth in Section 5.6 on all share certificates in respect of the Shares.
Sample 1Sample 2
Third Party Investment. In the event that a third party mining company (a "TPMC") which shall agree to pay any amount in excess of the portion of the Cumulative Amount which has not then been paid by Empire and thereby earn any interest in Cuprum (interest in the Cerro Chorcha Property), any interest in the Concession or Cuprum's shares earned by the TPMC pursuant to its agreement with Empire and/or Cuprum and/or Bellhaven shall proportionately reduce the interest held by Silver Global. Empire agrees not to conduct, or enter into any discussions, negotiations or agreement an party introduced to Empire by Silver Global without Silver's Global knowledge and authorization. Any Transaction with a MINERAL CONCESSION('S) will be subject to the condition that Silver Global's fees be fully paid as described above. Empire also agrees to disclose to Silver Global copies of all agreements and contracts pertaining to fees discussed in this Agreement promptly upon receipt. On any Transaction Empire enters into with regards to any party introduced by Silver Global to Empire, within two (2) years from the date of such introduction, Silver Global shall be entitled to the full fee stated herein with regards to any MINERAL CONCESSION('S) regardless of Silver Global's involvement at the time of such Transaction. Silver Global's services will be limited to introducing Empire Gold to parties with MINERAL CONCESSION('S), possibly interested in entering into a Transaction with Empire. Silver Global has not, and will not be involved in the structuring of the Transaction or in the related discussions and/or negotiations between Empire and the introduced party with MINERAL CONCESSION('S). Additionally Silver Global will not be involved in conducting due diligence, or in making any buy-or-sell recommendations related to the Transaction, and will have no involvement in drafting a deal memorandum. The above referenced fees are for consulting, and introductory purposes only. Silver Global agrees that except for Silver Global's officers, directors, counsel, accountants and other professionals with a need to know, Silver Global will not discuss with any party any part of this Agreement, including but not limited to the name and/or contact information of any party introduced to Empire by Silver Global, the status of any discussions or negotiations entered into with any party introduced by Silver Global, or the amounts of any fees to be paid under this Agreement, without the express written permission of Silver G...
Sample 1
Third Party Investment. The Parties shall have jointly received commitments of an aggregate of at least USD $7.5 million funding commitment from one or multiple investors, to be held in escrow at the Closing on terms acceptable to the Parties. So long as the Parties have received commitments of at least USD $7.5 million, the transactions contemplated herein will be binding.
Sample 1
Third Party Investment. The Parties will use their reasonable efforts to procure as soon as practicable the investment of 93,500,000 RMB from banks or other investors on terms that are acceptable to both Parties.
Sample 1
Third Party Investment. A new Section 12.21 is hereby added to the Operating Agreement as follows:
Sample 1
Third Party Investment. The Board may after the date of this Amendment seek to identify one or more third parties expressing an interest in making a strategic investment (the "Third Party Investment") of new capital in the Company in exchange for Shares representing up to fifteen percent (15%) of the Percentage Interests, and to negotiate with such party or parties the terms of such Third Party Investment. Notwithstanding anything to the contrary set forth in Section 7.2.1 of the Operating Agreement, BellSouth shall not unreasonably withhold, condition or delay its consent to any Third Party Investment proposed by the Board (whether or not the proposed investor is a Prohibited Transferee) unless BellSouth's Percentage Interest would be less than thirty-four percent (34%) after giving effect to such Third Party Investment."
Sample 1
AutoNDA by SimpleDocs
Third Party Investment. In the event that Empire shall introduce a third party mining company (a "TPMC") which shall agree to pay any amount in excess of the portion of the Cumulative Amount which has not then been paid by Empire, then Empire shall immediately earn the Earned Interest and shall earn the Additional Interest upon the completion of the BSF, whether done by empire or the TPMC. Any interest in the Concession or Cuprum's shares earned by the TPMC pursuant to its agreement with Cuprum and/or Bellhaven shall proportionately reduce the interests held by Empire, Bellhaven and Cuprum.
Sample 1

Related to Third Party Investment

  • Third Party Interests The other parties to this Agreement hereby represents to the Trustee that any account to be opened by, or interest to be held by, the Trustee in connection with this Agreement, for or to the credit of such party, either (i) is not intended to be used by or on behalf of any third party; or (ii) is intended to be used by or on behalf of a third party, in which case such party hereto agrees to complete and execute forthwith a declaration in the Trustee’s prescribed form as to the particulars of such third party.

  • Third Party IP A. To the extent that any Third Party IP is included or incorporated in the Work Product by Grantee, Grantee hereby grants to System Agency, or shall obtain from the applicable third party for System Agency’s benefit, the irrevocable, perpetual, non-exclusive, worldwide, royalty-free right and license, for System Agency’s internal business or governmental purposes only, to use, reproduce, display, perform, distribute copies of, and prepare derivative works based upon such Third Party IP and any derivative works thereof embodied in or delivered to System Agency in conjunction with the Work Product, and to authorize others to do any or all of the foregoing.

  • Third Party Infringement Claims If the Development, Manufacture, or Commercialization of any Licensed Product in the Field in the Apollomics Territory pursuant to this Agreement results in a claim, suit or proceeding alleging patent infringement against GlycoMimetics or Apollomics (or their respective Affiliates, licensees or sublicensees) (collectively, “Third Party Infringement Actions”), such Party shall promptly notify the other Party hereto in writing. GlycoMimetics shall have the right, but not the obligation, to direct and control the defense of such Third Party Infringement Action, at its own expense with counsel of its choice; provided, however, that Apollomics may participate in the defense and/or settlement thereof, at its own expense with counsel of its choice. In any event, GlycoMimetics agrees to keep Apollomics reasonably informed of all material developments in connection with any such Third Party Infringement Action for which GlycoMimetics exercises its right to direct and control the defense. GlycoMimetics agrees not to settle such Third Party Infringement Action, or make any admissions or assert any position in such Third Party Infringement Action, in a manner that would materially adversely affect the rights or interests of Apollomics, without the prior written consent of Apollomics, which shall not be unreasonably withheld or delayed. If GlycoMimetics does not exercise its right to direct and control the defense of a Third Party Infringement Action that is brought against Apollomics, then Apollomics shall have such right at its own expense and to use counsel of its choice, and it shall agree to keep GlycoMimetics reasonably informed of all material developments in connection with such Third Party Infringement Action, and it shall not settle such Third Party Infringement Action, or make any admissions or assert any position in such Third Party Infringement Action, in a manner that would materially adversely affect the rights or interests of GlycoMimetics, without the prior written consent of GlycoMimetics, which shall not be unreasonably withheld or delayed. With respect to any Third Party Infringement Action in the Apollomics Territory, the Party controlling the response to the Third Party Infringement Action shall bear all costs of such action. In the event of any recovery in connection with a Third Party Infringement Action, the Parties shall allocate any such recovery in accordance with Section 9.4(d)(i)-(iv), where, solely for the purposes of recovery allocation under this Section 9.5, the controlling Party under this Section 9.5 shall be deemed an “Enforcing Party” and the applicable Third Party Infringement Action resulting in such recovery shall be deemed an “enforcement action” as described in Section 9.4(d)(i)-(iv).

  • Third Party Infringement In the event it appears any third party infringes any patent comprised within the PATENTS OR IMPROVEMENT PATENTS, USSC shall notify LICENSOR in writing or, as the case may be, LICENSOR shall notify USSC in writing, and the parties shall discuss the possible courses of action. USSC, upon written notice to LICENSOR, shall have the primary right to initiate a legal action or proceeding for infringement against the unlicensed party or parties at USSC’s own cost and expense and for its own benefit. LICENSOR agrees to render reasonable assistance to USSC in any legal action or proceeding instituted by USSC under this paragraph. Furthermore, USSC shall keep LICENSOR informed of any legal action or proceeding brought by USSC pursuant to this Paragraph and provide LICENSOR the opportunity to participate in such action or proceeding and any proposed settlement thereof; provided however, the final decision with regard to such action or proceeding or settlement shall be in USSC’s discretion. The right to xxx infringers accorded to USSC is limited to USSC and shall not belong to any sublicensee or AFFILIATE of USSC, although USSC shall retain the right to Join any AFFILIATE or sublicensee to any legal action or proceeding contemplated by this Paragraph. Notwithstanding the right of USSC to xxx patent infringers, this Agreement shall not be construed as assigning any proprietary rights in LICENSED PRODUCTS, LICENSED PROCESSES or TECHNICAL INFORMATION to USSC. USSC expressly acknowledges that LICENSOR retains full ownership of all proprietary rights in LICENSED PRODUCTS, LICENSED PROCESSES, and TECHNICAL INFORMATION, except as to such improvements as may be originated and owned by USSC or may be jointly originated and owned by LICENSOR and USSC. Any monetary recovery in any patent infringement action or proceeding brought by USSC for infringement of any PATENTS or IMPROVEMENT PATENTS, shall inure solely to the benefit of USSC. If there is a monetary recovery, LICENSOR shall be reimbursed for its out of pocket expenses, excluding attorneys fees and expenses, in rendering assistance to USSC. In the event that USSC shall fail, within a period of six (6) months after receiving or issuing written notice of an apparent infringement, to initiate a legal action or proceeding or to commence settlement negotiations with respect to such apparent infringement, LICENSOR shall have the right but not the obligation to initiate a legal action or proceeding for infringement against the unlicensed party or parties at LICENSOR’s own cost and expense. USSC agrees to render reasonable assistance to LICENSOR in any legal action or proceeding instituted by LICENSOR under this Paragraph. LICENSOR shall keep USSC informed of any legal action or proceeding brought by LICENSOR pursuant to this Paragraph and provide USSC the opportunity to participate in such action or proceeding and any proposed settlement thereof; provided however, the final decision with regard to such action or proceeding or settlement shall be in LICENSOR’s discretion. Any monetary recovery in any such action or proceeding brought by LICENSOR for infringement of any PATENTS or IMPROVEMENT PATENTS shall inure solely to the benefit

  • INDEMNITY IN THIRD-PARTY PROCEEDINGS To the fullest extent permitted by applicable law, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 3 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 3, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually, and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

  • Third Party Information I understand, in addition, that the Company has received and in the future will receive from third parties confidential or proprietary information (“Third Party Information”) subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the term of my employment and thereafter, I will hold Third Party Information in the strictest confidence and will not disclose to anyone (other than Company personnel who need to know such information in connection with their work for the Company) or use, except in connection with my work for the Company, Third Party Information unless expressly authorized by an officer of the Company in writing.

  • Third Party Use You may allow your agents, contractors and outsourcing service providers (each a “Permitted Third Party”) to use the Product(s) licensed to you hereunder solely for your benefit in accordance with the terms of this XXXX and you are responsible for any such Permitted Third Party’s compliance with this XXXX in such use. Any breach by any Permitted Third Party of the terms of this XXXX will be considered your breach.

  • Third Party Proceedings The Company shall indemnify Indemnitee if Indemnitee is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director, officer, employee or agent of the Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while an officer or director or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal action or proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

  • Third Party Links The Service may contain links to other websites for your convenience. We do not control the linked websites or the content provided through such websites, and we have not reviewed, in their entirety, such websites. Your use of linked websites is subject to the privacy policies and terms of use established by the specific linked website, and we disclaim all liability for such use. The fact that we offer such links does not indicate any approval or endorsement by us of any linked website or any material contained on any linked website, and we disclaim any such approval or endorsement.

  • Third Party Liability 23.1 For the purposes of the Contracts (Rights of Third Parties) Xxx 0000 this Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.

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