Counterparty Agreement Sample Clauses

Counterparty Agreement. (a) Other than the Transaction Documents, the Counterparty Agreement, the First and Second Agreements (and their associated documents), that certain letter agreement dated October 17, 2014 from Counterparty to the Seller, and that certain letter agreement dated October 27, 2014 between the purchasing entities of the Superior Royalty Interest and Seller, there is no contract, agreement or other arrangement (whether written or oral) to which the Seller or any of its Subsidiaries is a party or by which any of their respective assets or properties is bound or committed (i) that creates a Lien on, affects or otherwise relates to the Purchased Assets, any Licensed Product or the Counterparty Agreement, or (ii) for which breach, nonperformance, cancellation or failure to renew would be a Material Adverse Change.
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Counterparty Agreement. (a) The Seller shall perform and comply in all material respects with its duties and obligations under the Counterparty Agreement, including the obligation to fund on a timely basis any amounts due to Counterparty related to the Counterparty’s clinical development efforts under the Second Generation Corrector Research Plan, and shall otherwise act as reasonably instructed from time to time by the Purchaser under the Counterparty Agreement and in respect of the Purchased Assets and Licensed Products. The Seller (i) shall not forgive, release or compromise any amount owed to or becoming owing to it under the Counterparty Agreement, (ii) shall not assign, amend, modify, supplement, restate, waive, cancel or terminate (or consent to any cancellation or termination of) the Counterparty Agreement, in whole or in part, (iii) shall not materially breach any of the provisions of the Counterparty Agreement, (iv) shall not enter into any new agreement or legally binding arrangement in respect of the Purchased Assets or any Licensed Product, (v) shall not waive any obligation of, or grant any consent to, Counterparty under or in respect of the Purchased Assets or any Licensed Product and (vi) shall not agree to do any of the foregoing, except, in each case, as reasonably instructed by the Purchaser. The Seller shall promptly (and in any case within five (5) Business Days) deliver to the Purchaser copies of all fully-executed or definitive writings related to the matters set forth in clauses (ii), (iv) or (v) or (vi).
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Counterparty Agreement. The Counterparty Agreement shall be in full force and effect.
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Counterparty Agreement. (a) Other than the Transaction Documents, the Master Agreement, the Counterparty Agreement and the Counterparty Agreement Guarantee, there is no written contract to which the Transferor is a party or by which any of its assets or properties is bound or committed that relates to the Transferred Assets or the Products for which breach, nonperformance, cancellation or failure to renew would have a Material Adverse Effect.
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Counterparty Agreement. Buyer shall, within five (5) days of the execution of this Agreement, complete, execute and deliver to Seller, the Counterparty Identification Form attached hereto as Exhibit H and made a part hereof.
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Counterparty Agreement. The Counterparty to the Interest Rate Protection Agreement, by its execution of this Assignment, hereby consents to the above collateral assignment and the other terms hereof (including, without limitation, the second sentence of Paragraph 4 hereof), and Assignor and Counterparty agree that, so long as any Obligations remain unsatisfied, the Counterparty will make any payments to become payable under or pursuant to the Interest Rate Protection Agreement directly to Assignee until such time as this Assignment is terminated or otherwise canceled, at which time the Counterparty will be instructed to make payments to or on behalf of Assignor. All amounts paid to Assignee pursuant to the terms hereof arising out of the assignment of the Interest Rate Protection Agreement shall be deposited into an account designated by the Agent and distributed in accordance with the provisions of the Loan Agreement. Counterparty shall be entitled to rely on the instructions of Assignee without any duty to investigate the authenticity or validity of such instructions.
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Related to Counterparty Agreement

  • Third Party Agreements Nothing in this Section 5.3 shall require any Party to violate any Contract or arrangement with any Third Party regarding the confidentiality of confidential and proprietary information relating to that Third Party or its business; provided, however, that in the event that a Party is required under this Section 5.3 to disclose any such information, such Party shall use commercially reasonable efforts to seek to obtain such Third Party’s consent to the disclosure of such information. The Parties also acknowledge that the Other Parties’ Auditors are subject to contractual, legal, professional and regulatory requirements which such auditors are responsible for complying with.

  • Related Party Agreements 34 7.5 Cooperation................................................... 34 7.6 Conduct of Business Pending Closing........................... 35 7.7

  • Third Party Standstill Agreements During the period from the date of this Agreement through the Effective Time, the Company shall not terminate, amend, modify or waive any provision of any confidentiality or standstill agreement to which the Company or any of its Subsidiaries is a party (other than any involving Parent). During such period, the Company agrees to enforce, to the fullest extent permitted under applicable law, the provisions of any such agreements, including, but not limited to, obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court of the United States or any state thereof having jurisdiction.

  • Cash Management Agreement 11 SECTION 7 – TAXES, REPORTS AND RECORDS............................................................ 11

  • Termination of Related Party Agreements Except as set forth on Schedule 9.7, all existing agreements between the Company and the Stockholders (and between the Company and entities controlled by the Stockholders) shall have been canceled effective prior to or as of the Consummation Date.

  • Hedging Agreement Any termination payment shall be due by the Borrower under any Hedging Agreement and such amount is not paid within ten (10) Business Days of the due date thereof.

  • Master Services Agreement This Agreement is a master agreement governing the relationship between the Parties solely with regard to State Street’s provision of Services to each BTC Recipient under the applicable Service Modules.

  • Separate Agreement The parties hereto acknowledge that certain provisions of the Investment Company Act, in effect, treat each series of shares of an investment company as a separate investment company. Accordingly, the parties hereto hereby acknowledge and agree that, to the extent deemed appropriate and consistent with the Investment Company Act, this Agreement shall be deemed to constitute a separate agreement between the Investment Manager and each Fund.

  • Hedge Agreement (a) In the event that the Trustee does not receive by the Business Day preceding a Distribution Date the amount as specified by the Master Servicer pursuant to Section 4.04(a)(vi) hereof as the amount to be paid with respect to such Distribution Date by the Hedge Counterparty under the Hedge Agreement, the Trustee shall enforce the obligation of the Hedge Counterparty thereunder. The parties hereto acknowledge that the Hedge Counterparty shall be making all calculations, and determine the amounts to be paid, under the Hedge Agreement. Absent manifest error, the Trustee may conclusively rely on such calculations and determination and any notice received by it from the Master Servicer pursuant to Section 4.04(a)(vi) hereof.

  • Transaction Agreement This Amendment shall be a Transaction Agreement, as set forth in Section 2.1 of the Framework Agreement, for all purposes.

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