By Xxx. If ANI is the Non-Continuing Party then, subject to the terms and conditions of this Agreement, (i) it shall grant to RiconPharma non-exclusive license in and to Manufacturing and Development Technology it has to the extent necessary for RiconPharma to perform ANI’s obligations and exercise its rights under this Agreement, including, without limitation, any and all obligations and rights that need to be performed or exercised by or on behalf of ANI to develop, make, have made, use, import, market, offer for sale or sell the Product in accordance with this Agreement and (ii) at the request of RiconPharma, ANI shall manufacture the Product in compliance with the terms and conditions of this Agreement for a period not to exceed twelve (12) months following the notice of termination. Following any termination in respect of which ANI is the Non-Continuing Party, ANI shall use Commercially Reasonable Efforts to assist RiconPharma in transferring the manufacturing of the Product to a Third Party. For a period of twelve (12) months following the notice of termination, ANI shall not develop, apply for Regulatory Approval for, manufacture, import, market, sell or promote any product that is a direct substitute for the Product, including any Bioequivalent Product. If the ANDA is in ANI’s name, it shall execute all documents and take all other actions necessary to transfer the ANDA in accordance with the instructions of ANI and RiconPharma,
By Xxx. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, EVA will indemnify and hold harmless each Selling Holder participating therein, its directors, officers, employees and agents, and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), and its directors, officers, employees or agents, against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder, director, officer, employee, agent or controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus or any Written Testing-the-Waters Communication, in the light of the circumstances under which such statement is made) contained in any Written Testing-the-Waters Communication, a Registration Statement, any preliminary prospectus or prospectus supplement, free writing prospectus or final prospectus or prospectus supplement contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or any Written Testing-the-Waters Communication, in the light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder, its directors, officers, employee and agents, and each such controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings as such expenses are incurred; provided, however, that XXX will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder, its directors, officers, employees and agents or such controlling Person in writing specifically for use in any Written Te...
By Xxx. Xxxxxx, in the event TCBY shall fail to make any payments or reimbursements to Xxx. Xxxxxx as required by this Agreement within sixty (60) days following their due date for Management Fee payments or Xxx. Xxxxxx' written demand therefor for reimbursements; or
By Xxx. XXX. As a material inducement for TOUR to enter into this ---------- Agreement, XXX.XXX represents and warrants to TOUR (and unless otherwise specified, such representations and warranties are true as of the date hereof and will continue to be effective at all times, as if continuously reiterated through the Term) that:
By Xxx. Xxxx......................................................................................... 13 6.02
By Xxx. Xxxxx........................................................................................ 14 6.03 By Dr. Merchant...................................................................................... 15 Article 7 . Representations and Warranties of all Stockholders.................................................. 15 7.01 Schedules............................................................................................ 15 7.02 Corporate Organization ............................................................................. 15 7.03 Capitalization....................................................................................... 16 7.04 Subsidiaries......................................................................................... 17 7.05 Consents and Approvals; No Violation................................................................. 17 7.06 Financial Statements; Debt and Capital Leases........................................................ 18 7.07 Taxes................................................................................................ 18 7.08
By Xxx. (a) During the Royalty Term, Xxx will pay to NanoString a running royalty equal to [†] percent ([†]%) of Net Sales of Joint Collaboration Technology Products by Xxx, its Affiliates or Sublicensees.
By Xxx. Xxxxxx. Paper, prico, 75 cents; muslin, f-1 00; postago, 10 cents. Answers to Sevontccn Objections veutor of this art, great difticulties were experienced after the first in who were obliged to use paper. At this time, all English paper bore veution of this art of printing; for in printing the Bible, before they in water marks the Royal Artu3. The Parliament under Xxxxxxxx made had completed their third quaternion (or gathering of four sheets), four jests and jeers of his law in every conceivable manner, and among other tint of .March, 1H5G, and he issued monthly, at 93 per annum, in advance. Subscrip tions and remittances received by Pa rt r idg e and Br itt a n , Telegraph office, 000 Xxxxxxxx, X. X . XXXX XXXXXXX. Being a Reply to the Questions, What Ought and Ought Not to be Believed or Disbelieved concerning Presentiments, Visions, and Apparitions according to Na- turo, Reason, and Scripture, translated from the German; edited by Xxxx. Xxxxxx Against spiritual Intercourse. By Xxxx X. Xxxxx. Paper -25 cents; nnisfln, 38 wilts; postage, 7 cents. The Philosophy of Spiritual Intercourse. thousand tlorius were expended. This Xxxxx Xxxxxxxxx, whom we have above mentioned, first servant and afterward son-in-law to the first in vector, Xxxx Xxxx, as we have said, an ingenious and sagacious man discovered the more easy method of casting the types, and thus the art was reduced to the complete state in which it now is. These three kept this method of priutiug secret for s-unc time until it was divulged by some of their workmen, without wljose aid this art could not have been exercised; it was first developed at Starsbuvg, and soon becarao known to other nations. And thus much of the admirable and subtle art of printing may suffice—the first inventors were citizens of Xxxxx. These three first inventors of Printing,( videlicet) Xxxx Xxxxxxxxxxxx, Xxxx Xxxx, aud Xxxxx Xxxxxxxxx his son-in-law, lived at .Xxxxx, in the house indignities to the memory of Xxxxxxx, it was ordered that the Royal Arms be removed from thy paper, and the fool’s cap and hells be sub stituted. These also were removed when the Rump Parliament was prorogued, but paper of the size of the Parliament’s journals still bears the name of “ foolscap.” H a r d T ime s w i t h t u b Cl e r g y .— A London minister lately astonished his congregation by Informing them that he had a personal interview with the devil, which happened in this wise : “ I was sitting,” said he, “ in my study, when I heard a k...
By Xxx. XXX may terminate this Agreement as it applies to Client (and any outstanding SOWs) prior to the expiration of the Initial Term or any Renewal term: (i) upon not fewer than five (5) days written notice, if Client is overdue by more than sixty (60) days on any payments due and outstanding under any outstanding SOW and not otherwise subject to a bona fide dispute; which overdue payment shall continue to be due and payable by Client following such termination; (ii) if Client materially breaches any other provision of this Agreement and such breach is not cured (if capable of cure) within ten (10) days after written notice from XXX of the same; (iii) upon Client’s insolvency, bankruptcy, assignment for the benefit of creditors, appointment of a trustee or receiver or similar event; (iv) upon any violation by Client of an applicable law, rule or regulation that is not cured within thirty (30) days after receipt of written notice by XXX thereof; or (v) if XXX decides to discontinue the provision of an applicable Service, in whole or in part.
By Xxx. XXX hereby agrees to indemnify Client from and against all Losses arising out of a third- party claim against Client alleging that the Services infringe any intellectual property rights of such third party. Notwithstanding the foregoing, in no event shall XXX have any obligations or liability under this Section to the extent the infringement claim is attributable to: (i) the combination, operation or use of the Services or products with equipment or software supplied by Client where the Services would otherwise not themselves be infringing; (ii) NED’s compliance with designs, specifications or instructions by Client; (iii) use of the Services or products in an environment or application for which it was not designed or contemplated under this Agreement or the applicable Master Services Agreement SOW; or (iv) modifications to the Services or products by anyone other than XXX or its Contracted Subcontractors where the modified version is infringing. XXX will have satisfied its obligations under this Section if, after receiving notice of a claim, XXX obtains for Client the rights to continue using the Services or products as provided without infringement or replaces or modifies the Services or products so they become non-infringing. THE RIGHTS GRANTED TO CLIENT UNDER THIS SECTION 12.2 SHALL BE CLIENT’S SOLE AND EXCLUSIVE REMEDY FOR ANY ALLEGED INFRINGEMENT BY THE SERVICES OF ANY PATENT, COPYRIGHT, OR OTHER PROPRIETARY RIGHT.
