Material Licences Sample Clauses

Material Licences. As at the date of satisfaction of the condition set out in paragraph 1 of this Schedule 1, no Relevant Regulatory Authority having issued a decision which results in either revocation of or a change to the terms of any Material Licence, in each case, which would result in a material adverse change. Schedule 2 (Completion arrangements) Part A (Sellers’ obligations) At Completion, each Seller shall:
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Material Licences it is not in contravention of any Material Licence, or any requirement of any related legislation, and no notice has been given to revoke, modify or amend any such Material Licence, where such contravention, revocation, modification or amendment would result in a Material Adverse Effect; and
Material Licences grant its consent to the revocation, amendment or modification of a Material Licence, where such revocation, amendment or modification would have a Material Adverse Effect;
Material Licences. (a) Any Material Licence is terminated, cancelled, suspended or revoked (whether wholly or in part.
Material Licences. The Data Room contains details of all material licences and copies of all written material licences of Intellectual Property Rights granted by and to any Group Company, which are material to the business of a Group Company. No Group Company or any counterparty is in material breach of such licence and such licences (i) are valid and binding; (ii) are in full force and effect and no written notice having been given to terminate them; and (iii) have, where required, been duly registered. No such licence (i) has been the subject of any breach or default by any Group Company or, so far as the Seller is aware, any other party or of any event which, with the giving of notice or lapse of time, would constitute a default; or (ii) are the subject of any claim, dispute or proceeding, including, so far as the Seller is aware, claims, disputes or proceedings that are pending or threatened.
Material Licences. The Obligors have all Material Licences required to carry on the Business except where the failure to have any of the foregoing would not reasonably be expected to result in a Material Adverse Change.
Material Licences. (a) It will notify each of the Participating Banks promptly upon the occurrence of any material breach of a Material Licence or upon the receipt of any notice or communication between the Ministry and it or any other member of the Group in connection with a Material Licence which either:
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Material Licences. Schedule 3.5(7) lists all material Licences and such Licences are the only licences, permits, authorizations or approvals of a Governmental Authority required for the operation of the Business as conducted on the date of this Agreement. The Business is being conducted by the Corporations in accordance with all terms and conditions of such material Licences. All material Licences are valid and are in full force and effect, and the Corporations are not in violation of any term or provision or requirement of any material Licence. No proceeding is pending or, to the Vendors’ knowledge, threatened to revoke, amend or impose any condition in respect of, any material Licence. True and complete copies of all material Licenses have been provided to the Purchaser.
Material Licences. No licences are required by the Borrower and each Principal Subsidiary in connection with the Energy and Network Business which if not obtained would have a material adverse effect on the business, operation, assets or condition (financial or otherwise) of the Group or could reasonably be expected to have a material adverse effect on the ability of the Borrower to comply with its obligations under the Finance Documents other than the Material Licences.

Related to Material Licences

  • Material Licenses All Material Licenses have been obtained or exist for each Covered Person.

  • Governmental Licenses Obtain and maintain all licenses, permits, certifications and approvals of all applicable Governmental Authorities as are required for the conduct of its business as currently conducted and as contemplated by the Loan Documents, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

  • Governmental Licenses and Permits (a) Excluding Environmental Permits (which are covered solely in Section 3.11), and except as has not had and would not reasonably be expected to result in material liability to the Business, the Sellers hold all governmental qualifications, registrations, filings, privileges, franchises, licenses, permits, approvals or authorizations that are required for the operation of the Transferred Assets or the Business as conducted by the Sellers (collectively, “Material Permits”).

  • Commercial License Subject to the terms and conditions of this Agreement, CytomX hereby grants to ImmunoGen and its Affiliates an exclusive (even as to CytomX), non-transferable (except as expressly permitted in this Agreement), royalty-bearing license, including the right to grant sublicenses as described in Section 3.1.2 hereof, under the Licensed Intellectual Property, to Develop, make, have made, use, sell, offer for sale, import and otherwise Commercialize Licensed Products in the Field in the Territory. ImmunoGen and its Affiliates shall have the right to engage one or more Affiliates or Third Parties (the latter being referred to herein as “Permitted Third Party Service Providers”) as subcontractors to perform designated functions in connection with its activities under this Agreement (including transferring Licensed Know-How and CytomX Proprietary Materials as may be necessary for such Permitted Third Party Service Providers to perform such designated functions); provided that (a) ImmunoGen shall [***] and (b) ImmunoGen shall [***].

  • Material Permits Maintain all material permits and licenses as may be necessary to properly conduct their respective businesses, the failure of which to maintain could reasonably be expected to have a Material Adverse Effect.

  • Governmental Permits The Company and its subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective business, and neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

  • Company Permits Section 2.10.............13

  • Governmental Permits and Approvals (a) All approvals, authorizations, consents, permits and licenses from governmental and regulatory bodies required for the transactions contemplated by this Agreement and to permit the business currently carried on by the Corporation to continue to be carried on substantially in the same manner immediately following the Closing Date shall have been obtained and shall be in full force and effect, and Owner shall have been furnished with appropriate evidence, reasonably satisfactory to him, of the granting of such approvals, authorizations, consents, permits and licenses; and

  • Initial License Fee In partial consideration for the exclusive license granted pursuant to Section 2.1 hereof, Licensee shall pay to Scripps a non-refundable license fee upon execution of this Agreement in the amount of 70,000 shares of Licensee common stock as specified in Exhibit D. The license fee described in this Section is consideration for the grant and continuation of the license hereunder, and Scripps shall have no obligation to return any portion of such license fee, notwithstanding any failure by Licensee to develop any Licensed Product or market any Licensed Product commercially, and notwithstanding the volume of sales of any such Licensed Product.

  • Additional Licenses For a period of five (5) years following the Distribution Date, in the event any member of the Honeywell Group, in Honeywell’s reasonable judgment, requires a license under any SpinCo IP in order to initiate and pursue any technical projects not covered by the licenses granted in Section 4.01(a), the Parties shall negotiate in good faith to license such SpinCo IP to the applicable member of the Honeywell Group on commercially reasonable terms. Notwithstanding anything to the contrary, if the Parties cannot reach agreement with respect to the terms of a license to SpinCo IP pursuant to the immediately preceding sentence, the applicable member of the Honeywell Group shall be permitted to challenge the validity or enforceability of such SpinCo IP (it being understood that such challenge is the sole remedy available to Honeywell in the event SpinCo does not grant such license, without regard to whether SpinCo has negotiated in good faith).

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