Engaged Entity definition
Examples of Engaged Entity in a sentence
Except as set forth in Schedule 2.14(b), no Engaged Entity has received any notice that any of its Material Suppliers has ceased, or intends to cease, to supply goods or services to the Business or to otherwise terminate or materially reduce its relationship with the Business at any time.
If a definitive commercial agreement is executed by CLIENT with an Engaged Entity prior to the expiration or termination of this Agreement (the “Definitive Commercial Agreement”), SERVICE PROVIDER will be paid compensation equal to 6% (6.5% for those Engaged Entities listed on Exhibit A) of the amounts actually received by CLIENT from such Engaged Entity in the form of upfront licensing fees and regulatory milestone payments pursuant to such Definitive Commercial Agreement.
The execution and delivery by each Engaged Entity of the Transaction Documents to which it is a party, the performance by each Engaged Entity of its obligations hereunder and thereunder, and the consummation by each Engaged Entity of the Transactions, have been duly authorized by all requisite corporate or limited liability company action.
Neither the Company nor any other Engaged Entity (a) has been denied in respect of any application for insurance or insurance claim made by it, and (b) has any reason to believe that any application for insurance or insurance claim made by it will be rejected.
No Engaged Entity or, to Seller’s Knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under) in any material respect, or has provided or received any notice of any intention to terminate, any Material Contract.
Each Engaged Entity has full corporate or limited liability company power and authority, as applicable, to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on the Business as it has been and is currently conducted.
For purposes of clarity and not limitation, “substantial contact” means a contact between SERVICE PROVIDER and Engaged Entity that is substantially more than merely sending outbound emails or marketing materials.
To Seller’s Knowledge, no Engaged Entity is subject to any Governmental Order (including any motion or petition therefor) that restricts or impairs the use of any Intellectual Property used by an Engaged Entity.
When each other Transaction Document to which an Engaged Entity is or will be a party has been duly executed and delivered by each of them (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of each such Engaged Entity enforceable against it in accordance with its terms.
Each Engaged Entity is a corporation or limited liability company duly incorporated or organized, validly existing and in good standing under the Laws under which it is formed.