Additional HPA Obligations Sample Clauses

Additional HPA Obligations. HPA recognizes that by reason of Emergent’s status as an exclusive licensee pursuant to this Agreement and the BT Development Agreement, Emergent has an interest in HPA’s retention in confidence of certain information of HPA. Accordingly, HPA shall, and shall cause its Affiliates, officers, directors, employees and agents to, hold in strict confidence, and not publish or otherwise disclose, and not use directly or indirectly for any purpose, any information relating to the Licensed Product(s) or the Regulatory Documentation, including the Regulatory Approvals (collectively, the “Emergent Information”), except to the extent that (a) the Emergent Information is in the public domain through no fault of HPA, its Affiliates, or any of their respective officers, directors, employees or agents, or (b) such disclosure is reasonably necessary for the performance of HPA’s obligations hereunder or the exercise of the Retained Rights, provided that any Third Party to which HPA proposes to disclose any Emergent Information is bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Article IV. For clarification, the disclosure by HPA to Emergent or by Emergent to HPA of Emergent Information shall not cause such information to cease to be subject to the confidentiality provisions of this Section 4.1.2.
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Related to Additional HPA Obligations

  • Additional Secured Obligations The Borrower may from time to time designate Permitted Additional Secured Obligations as Secured Obligations hereunder by (a) delivering to the Corporate Trustee an Additional Secured Obligations Designation in respect of such Permitted Additional Secured Obligations describing such Permitted Additional Secured Obligations and specifying whether such Permitted Additional Secured Obligations shall constitute Bank Facility Obligations, Vendor Facility Obligations, Public Debt Obligations, Other Facility Obligations or Hedging Agreement Obligations and attaching thereto a true and complete copy of all agreements (together with all schedules, exhibits, annexes, appendices and other attachments thereto), including but not limited to the applicable Secured Instruments, relating to such Permitted Additional Secured Obligations to which the Borrower or any Affiliate thereof is a party, and (b) fulfilling the requirements of subsection 4.8(b) in respect of such Additional Secured Obligations Designation. Upon completion of the actions described clauses (a) and (b) of the preceding sentence, but subject to the following sentence, the Permitted Additional Secured Obligations designated by such Additional Secured Obligations Designation shall constitute Secured Obligations. Notwithstanding anything herein to the contrary, in no event shall any indebtedness or other obligations of the Borrower constitute Additional Secured Obligations hereunder if the designation of such indebtedness or other obligations as Additional Secured Obligations would be in contravention of any Secured Instrument, and any purported designation of any such indebtedness or other obligations of the Borrower as Additional Secured Obligations in violation of any Secured Instrument shall be null and void and of no force or effect.

  • Valid Obligations The execution, delivery and performance of the Loan Documents have been duly authorized by all necessary corporate action and each represents a legal, valid and binding obligation of Borrower and is fully enforceable according to its terms, except as limited by laws relating to the enforcement of creditors' rights.

  • Partnership Obligations (a) Except as provided in this Section 6.05 and elsewhere in this Agreement (including the provisions of Articles V and VI hereof regarding distributions, payments and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner of the Partnership.

  • Additional Obligations The Company will use its best efforts to (a) register and qualify the Registrable Securities covered by a Registration Statement under such other securities or blue sky laws of such jurisdictions as each Investor who holds (or has the right to hold) Registrable Securities being offered reasonably requests, (b) prepare and file in those jurisdictions any amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain their effectiveness during the Registration Period, (c) take any other actions necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (d) take any other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions. Notwithstanding the foregoing, the Company is not required, in connection such obligations, to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3.4, (ii) subject itself to general taxation in any such jurisdiction, (iii) file a general consent to service of process in any such jurisdiction, (iv) provide any undertakings that cause material expense or burden to the Company, or (v) make any change in its charter or bylaws, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders.

  • No Additional Obligations This Agreement shall not obligate either Party to disclose to the other Party, or maintain, register, prosecute, pay for, enforce, or otherwise manage any Intellectual Property except as expressly set forth herein.

  • Additional Obligation Each replacement Note issued under Section 2.7(a) will be an original additional contractual obligation of the Issuer and have the benefits of this Indenture equally and proportionately with other Notes of the same Class duly issued under this Indenture.

  • Additional Obligations of the Company The Company shall:

  • Additional Conditions to the Obligations of the Company The obligation of the Company to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:

  • Unconditional Obligations This is a guaranty of payment and not of collection. The Guarantors' Obligations under this Guaranty Agreement shall be absolute and unconditional irrespective of the validity, legality or enforceability of the Credit Agreement, the Notes or any other Loan Document or any other guaranty of the Borrower's Liabilities, and shall not be affected by any action taken under the Credit Agreement, the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders and the Borrower or any other Person, in the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any transfer or disposition of any assets of the Borrower or by any extension or renewal of the Credit Agreement, any of the Notes or any other Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders and the Borrower or any other Person, or by any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of such Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or a guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors' Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.

  • Excluded Obligations Notwithstanding anything to the contrary expressed or implied in the Finance Documents, the Security Agent shall not:

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