Responsibility and Diligence Sample Clauses

Responsibility and Diligence. As between the Parties, MedCo shall have the sole right and be solely responsible, at its expense, for all Commercialization activities relating to Licensed Products in the Field in the Territory. MedCo shall use Commercially Reasonable Efforts, through itself or its Related Parties, to Commercialize at least one Licensed Product in the Field in at least each Major Market Country after receipt of Regulatory Approval of such Licensed Product in the Field in such Major Market Country.
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Responsibility and Diligence. Everest shall be solely responsible for and use Commercially Reasonable Efforts to Commercialize and obtain pricing and reimbursement approvals for the Products in the Field in the Territory in accordance with the Commercialization Plan, at its sole cost and expense. Everest shall use Commercially Reasonable Efforts to Commercialize each Product in each Region in the Territory in the Field in which it obtains Marketing Approval.
Sample 1
Responsibility and Diligence. Endo shall exercise Commercially Reasonable Efforts to develop the Product at its own cost in accordance with the Development Plan, except that, subject to the terms of this Agreement, Durect shall perform: (i) all Dosage Form Development with respect to the Product and (ii) any other development activity allocated to Durect by Endo and agreed to by Durect, in either case in accordance with the Development Plan. “Dosage Form Development” means any work relating to the formulation or composition of the Product. Endo shall pay Durect its documented, fully allocated development costs in connection with the performance of work under the Development Plan on a monthly basis, Net 30 days from the receipt of a correct invoice therefor from Durect; provided that Endo shall have no obligation to reimburse Durect’s costs in excess of the amount specified in the then-current Development Plan, and Durect shall have no obligation to perform activities which would result in Durect incurring costs in excess of the amount specified in then-current Development Plan until Endo has given prior approval in writing to increase the allowable amount for such activities under the Development Plan.
Sample 1
Responsibility and Diligence. Kyowa Hakko shall be solely responsible, at its expense, for all Commercialization activities relating to the Licensed Product in the Field in the Kyowa Hakko Territory. Kyowa Hakko shall use Commercially Reasonable Efforts to Commercialize the Licensed Product in the Field in each country of the Territory.
Sample 1

Related to Responsibility and Diligence

  • Responsibility and Costs All fees, expenses and out-of-pocket costs and expenses, including, without limitation, fees and disbursements of counsel, advisors and accountants, incurred by the parties hereto shall be borne solely and entirely by the party that has incurred such costs and expenses.

  • Responsibility and Control Notwithstanding any other provision of this Agreement, it is understood and agreed that the Trust reserves the right to direct, approve or disapprove any action hereunder taken on its behalf by the Subadviser, provided, however, that the Subadviser shall not be liable for any losses to the Trust resulting from the Trust’s direction, or from the Trust’s disapproval of any action proposed to be taken by the Subadviser.

  • Care and Diligence The failure of Lender or any other party to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of any collateral, property or security, including, but not limited to, any neglect, delay, omission, failure or refusal of Lender (i) to take or prosecute any action for the collection of any of the Guaranteed Obligations, or (ii) to foreclose, or initiate any action to foreclose, or, once commenced, prosecute to completion any action to foreclose upon any security therefor, or (iii) to take or prosecute any action in connection with any instrument or agreement evidencing or securing all or any part of the Guaranteed Obligations.

  • Responsibility Disclaimed The Administrative Agent shall not be under any liability or responsibility whatsoever as Administrative Agent:

  • Responsibility of PFPC (a) PFPC shall be under no duty to take any action on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by PFPC in writing. PFPC shall be obligated to exercise care and diligence in the performance of its duties hereunder, to act in good faith and to use its best efforts in performing services provided for under this Agreement. PFPC shall be liable for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, negligence or reckless disregard of such duties.

  • Responsibility Transfer Agent shall assign responsibility for information security management to qualified personnel only.

  • ACCESS AND COOPERATION; DUE DILIGENCE (a) Between the date of this Agreement and the Closing Date, the COMPANY will afford to the officers and authorized representatives of CTS and the Other Founding Companies access during business hours to all of the COMPANY's sites, properties, books and records and will furnish CTS with such additional financial and operating data and other information as to the business and properties of the COMPANY as CTS or the Other Founding Companies may from time to time reasonably request. The COMPANY will cooperate with CTS and the Other Founding Companies and their respective representatives, including CTS's auditors and counsel, in the preparation of any documents or other material (including the Registration Statement) which may be required in connection with the transactions contemplated by this Agreement. CTS, NEWCO, the STOCKHOLDERS and the COMPANY will treat all information obtained in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect to the Other Founding Companies as confidential in accordance with the provisions of Section 14 hereof. In addition, CTS will cause each of the Other Agreements, binding each of the Other Founding Companies, to contain a provision similar to this Section 7.1 requiring each such Other Founding Company, its stockholders, directors, officers, representatives, employees and agents to keep confidential any information obtained by such Other Founding Company.

  • Responsibility for documentation Neither the Agent nor the Arranger:

  • Good Faith, Cooperation and Due Diligence The parties hereto covenant, warrant and represent to each other good faith, complete cooperation, due diligence and honesty in fact in the performance of all obligations of the parties pursuant to this Agreement. All promises and covenants are mutual and dependent.

  • Tenant's Responsibility Landlord shall not be liable to Tenant or to any other person for (i) damage to property or injury or death to persons due to the condition of the Leased Premises, the Building or the common areas, or (ii) the occurrence of any accident in or about the Leased Premises or the common areas, or (iii) any act or neglect of Tenant or any other tenant or occupant of the Building or of any other person, unless such damage, injury or death is directly and solely the result of Landlord's negligence; and Tenant hereby releases Landlord from any and all liability for the same. Tenant shall be liable for, and shall indemnify and defend Landlord from, any and all liability for (i) any act or neglect of Tenant and any person coming on the Leased Premises or common areas by the license of Tenant, express or implied, (ii) any damage to the Leased Premises, and (iii) any loss of or damage or injury to any person (including death resulting therefrom) or property occurring in, on or about the Leased Premises, regardless of cause, except for any loss or damage covered by Landlord's all risk coverage insurance as provided in Section 8.02 and except for that caused solely and directly by Landlord's negligence. This provision shall survive the expiration or earlier termination of this Lease.

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