Where X Sample Clauses

Where X. X. XXXXXX IS LIABLE TO THE CUSTOMER OR THE FUNDS
Where X. Xxxxxxxx fails to give a written notice pursuant to clause 9(2) of this Agreement then, subject to a Pay Less Notice, X. Xxxxxxxx shall pay the Sub-Contractor the amount due pursuant to clause 9(2) or 9(3) as the case may be.
Where X. Xxxxxxxx is requested to provide a collateral warranty for the project, the Sub-Contractor grants that any design documents prepared by themselves for the Sub-Contract Works are the Sub-Contractor's original work and that in any event their use in connection with the Main Contract works by X. Xxxxxxxx or any party to the agreements detailed in clause 2.1 above or as may further become connected to the Main Contract works in the form of a collateral warranty provided by X. Xxxxxxxx will not infringe the rights of any third party.
Where X. X. Xxxxxx fails to meet any Key Performance Indicator, and not due to any of the circumstances set forth in Sections 7.2 or 7.4, X.X. Xxxxxx shall pay the Customer a Service Credit if required by Schedule 4 (Key Performance Indicators).
Where X. X. Xxxxxx is Liable to the Trust or the Funds
Where X. Xxxxx and PDL Co-Market. For each country in the ROW Territory for which X. Xxxxx has elected pursuant to Section 2B.2 to co-market Daclizumab with PDL for a specified Autoimmune Indication, PDL shall notify X. Xxxxx within thirty (30) days after receiving the notice under Section 2B.2 from X. Xxxxx of whether PDL elects to co-market Daclizumab for that Autoimmune Indication in that country in the ROW Territory. If PDL elects not to exercise such co-marketing rights for that Autoimmune Indication in that country in the ROW Territory, then X. Xxxxx shall have the sole right to market and sell Daclizumab for that Autoimmune Indication in that country in the ROW Territory in accordance with Section 2B.6. In each country in the ROW Territory for which PDL has elected to co- market Daclizumab for a specified Autoimmune Indication, (a) PDL and X. Xxxxx shall act independently with respect to their own marketing and sales of Daclizumab for that Autoimmune Indication in that country in the ROW Territory, (b) the provisions of Section 2B.4(b) shall apply and (c) PDL shall automatically be granted a nonexclusive license under all Roche Patents, Roche Know-How, PDL Patents and PDL Know-How to the extent required or useful for the purposes of carrying out such PDL marketing and selling activities. X. Xxxxx or its Affiliates will supply commercial supplies of Daclizumab to PDL in accordance with Article II-C. Nothing in this Amended and Restated Agreement shall be deemed to require the parties to share or provide any information in contravention of any applicable law, rule or regulation.
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Related to Where X

  • Title to Properties and Related Matters (a) Except as set forth on Schedule 3.10(a), the Company has good and valid title to all material personal property, tangible or intangible, which the Company purports to own, including the properties reflected on the Balance Sheet or acquired after the date thereof (other than properties and assets sold or otherwise disposed of in the ordinary course of business and consistent with past practice since June 30, 1999), free and clear of any claims, liens, pledges, security interests or encumbrances of any kind whatsoever (other than (i) purchase money security interests and common law vendor's liens, in each case for goods purchased on open account in the ordinary course of business and having a fair market value of less than $5,000 in each individual case), (ii) liens for Taxes not yet due and payable, and (iii) such imperfections of title and encumbrances, if any, that are not material in character, amount or extent and that do not materially detract from the value, or materially interfere with the use of, the property subject thereto or affected thereby.

  • Contracts; No Defaults (a) Part 3.17(a) of the Disclosure Letter contains a complete and accurate list, and Sellers have delivered to Buyer true and complete copies, of:

  • Properties and Leases Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and the Company Subsidiaries have good and marketable title to all real properties and all other properties and assets owned by them, in each case free from liens, encumbrances, claims and defects that would affect the value thereof or interfere with the use made or to be made thereof by them. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and the Company Subsidiaries hold all leased real or personal property under valid and enforceable leases with no exceptions that would interfere with the use made or to be made thereof by them.

  • Properties and Insurance (a) HUBCO and its Subsidiaries have good and, as to owned real property, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in HUBCO's consolidated balance sheet as of December 31, 1997, or owned and acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business since December 31, 1997), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in said balance sheet or the notes thereto or that secure liabilities incurred in the ordinary course of business after the date of such balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets, and financial condition of HUBCO and its subsidiaries taken as a whole and (iv) with respect to owned real property, title imperfections noted in title reports. Except as disclosed in the HUBCO Disclosure Schedule, HUBCO and its Subsidiaries as lessees have the right under valid and subsisting leases to occupy, use, possess and control all property leased by HUBCO or its Subsidiaries in all material respects as presently occupied, used, possessed and controlled by HUBCO and its Subsidiaries.

  • Title to Properties; Liens Borrower and its Subsidiaries have (i) good, sufficient and legal title to (in the case of fee interests in real property), (ii) valid leasehold interests in (in the case of leasehold interests in real or personal property), or (iii) good title to (in the case of all other personal property), all of their respective properties and assets reflected in the financial statements referred to in subsection 5.3 or in the most recent financial statements delivered pursuant to subsection 6.1, in each case except for assets disposed of since the date of such financial statements in the ordinary course of business or as otherwise permitted under subsection 7.7. Except as permitted by this Agreement, all such properties and assets are free and clear of Liens.

  • Title to Properties; Liens and Encumbrances The Company has good and marketable title to all of its material properties and assets, both real and personal, and has good title to all its leasehold interests, in each case subject only to mortgages, pledges, liens, security interests, conditional sale agreements, encumbrances or charges created in the ordinary course of business.

  • Title to Properties; Absence of Liens and Encumbrances (a) The Company owns no real property, nor has it ever owned any real property. Schedule 2.10(a) sets forth a list of all real property currently leased by the Company, the name of the lessor and the date of the lease and each amendment thereto. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) by the Company or, to the knowledge of the Company, any other party.

  • Title to Properties and Assets; Liens, Etc Except as set forth on Schedule 4.9, each of the Company and each of its Subsidiaries has good and marketable title to its properties and assets, and good title to its leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than:

  • Material Contracts; No Defaults (a) The SPAC has filed as an exhibit to the SPAC SEC Reports all Contracts, including every “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (other than confidentiality and non-disclosure agreements and this Agreement) to which, as of the date of this Agreement, SPAC is a party or by which any of its respective assets are bound.

  • Title to Properties and Assets Each Group Company has good and marketable title to all respective properties and assets, in each case such property and assets are subject to no Liens. With respect to the property and assets it leases, each Group Company is in compliance with such leases and holds valid leasehold interests in such assets free of any Liens.

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