Applicability of Payment Obligations Sample Clauses

Applicability of Payment Obligations. Client acknowledges and agrees that all milestone and royalty payment obligations as set forth in Sections 3.4 and 3.5 shall apply notwithstanding the sale, license, transfer or other disposition by Client of any of its rights with respect to any Delivered Antibody, Product, Delivered Antibody Information or Delivered Antibody Patent. Moreover, Client shall at all times be and remain liable for any and all fees and payments that may become due hereunder with respect to any Delivered Antibody or Product, regardless of whether Client has sold, licensed, transferred or otherwise disposed of any of its rights with respect to such Delivered Antibody or Product or any Delivered Antibody Information or Delivered Antibody Patent to any Affiliate or Third Party. Prior to selling, licensing, transferring or otherwise disposing of any of Client’s rights with respect to any Delivered Antibody, Product, Delivered Antibody Information or Delivered Antibody Patent to any Affiliate or Third Party, Client shall obtain the written agreement of such Affiliate or Third Party, for the benefit of AnaptysBio, to be bound by Sections 3.4 through 3.12 of this Agreement to the same extent as Client, and Client shall provide prompt written notice of any such sale, license, transfer or other disposition to AnaptysBio, including the identity of the applicable Delivered Antibody(ies), Product(s), Delivered Antibody Information and/or Delivered Antibody Patent and the identity of the purchaser, licensee, transferee or other recipient thereof. Client shall ensure that any such transfer arrangement is consistent with the terms of this Agreement.
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Applicability of Payment Obligations. In the event Xxxxx xxxxx, licenses, transfers, or otherwise disposes all or any portion of its rights and obligations under this Agreement (volunteered or as obligated under the applicable Regulatory Authority) with respect to any Product to an Affiliate or Third Party (excluding any transfer of this entire Agreement under Section 15.1), Lilly shall (i) ensure that each of its Affiliates or any Third Party is bound by a written agreement that is consistent with and subject to the applicable terms and conditions of this Agreement, including, to the extent applicable, Sections 5.4 and 5.5 of this Agreement to the same extent as Lilly, and includes this Section 6.4.3 in any of its agreements to sell, license, transfer, or otherwise dispose any rights with respect to any Product to others, (ii) provide prompt written notice of any such sale, license, transfer, or other disposition to AbCellera after the full execution of the definitive agreement with a Third Party, including the identity of the applicable Candidate Antibody(ies) and/or Product(s), and the identity of the purchaser, licensee, transferee, or other recipient thereof, and (iii) Lilly shall remain responsible for the performance of the applicable terms and conditions of this Agreement by such Affiliate or Third Party. Lilly shall ensure that any such transfer arrangement is consistent with the terms of this Agreement.
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Applicability of Payment Obligations. In the event Context sells, licenses, transfers, or otherwise disposes all or any portion of its rights and obligations under this Agreement with respect to any Licensed Product to an Affiliate or Third Party (excluding any transfer of this entire Agreement under Section 13.10), Context shall (i) ensure that each of its Affiliates or any Third Party is bound by a written agreement that is consistent with and subject to the applicable terms and conditions of this Agreement, including, to the extent applicable, Sections 5.2 through 6.3 of this Agreement to the same extent as Context, and includes this Section 6.1 in any of its agreements to sell, license, transfer, or otherwise dispose any rights with respect to any Licensed Product to others, (ii) provide prompt written notice of any such sale, license, transfer, or other disposition to Integral after the full execution of the definitive agreement with a Third Party, including the identity of the applicable Project Antibody(ies), and/or Licensed Product(s), and the identity of the purchaser, licensee, transferee, or other recipient thereof, and (iii) Context shall remain responsible for the performance of the applicable terms and conditions of this Agreement by such Affiliate or Third Party and shall cause any such Affiliate or Third Party to comply with all applicable terms and conditions of this Agreement. Context shall ensure that any such transfer arrangement is consistent with the terms of this Agreement.
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Related to Applicability of Payment Obligations

  • Payment Obligations Absolute The Company’s obligation during and after the Employment Period to pay the Executive the amounts and to make the benefit and other arrangements provided herein shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any setoff, counterclaim, recoupment, defense or other right which the Company may have against him or anyone else. Except as provided in Section 15, all amounts payable by the Company hereunder shall be paid without notice or demand. Each and every payment made hereunder by the Company shall be final, and the Company will not seek to recover all or any part of such payment from the Executive, or from whomsoever may be entitled thereto, for any reason whatsoever.

  • Repayment Obligation In the event that any State and/or federal funds are deferred and/or disallowed as a result of any audits or expended in violation of the laws applicable to the expenditure of such funds, the Contractor shall be liable to the Agency for the full amount of any claim disallowed and for all related penalties incurred. The requirements of this paragraph shall apply to the Contractor as well as any subcontractors.

  • Facility of Payment If a benefit is payable to a minor, to a person declared incompetent, or to a person incapable of handling the disposition of his or her property, the Company may pay such benefit to the guardian, legal representative or person having the care or custody of such minor, incompetent person or incapable person. The Company may require proof of incompetence, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Such distribution shall completely discharge the Company from all liability with respect to such benefit.

  • ADDITIONAL PAYMENT OBLIGATIONS 15. Tax gross-up and indemnities

  • Payment Obligation of Lenders Each Lender severally agrees to pay to the Agent on demand in immediately available funds in Dollars the amount of such Lender’s Commitment Percentage of each drawing paid by the Agent under each Letter of Credit to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.3.(d); provided, however, that in respect of any drawing under any Letter of Credit, the maximum amount that any Lender shall be required to fund, whether as a Revolving Loan or as a participation, shall not exceed such Lender’s Commitment Percentage of such drawing. If the notice referenced in the second sentence of Section 2.3.(e) is received by a Lender not later than 11:00 a.m., then such Lender shall make such payment available to the Agent not later than 2:00 p.m. on the date of demand therefor; otherwise, such payment shall be made available to the Agent not later than 1:00 p.m. on the next succeeding Business Day. Each such Lender’s obligation to make such payments to the Agent under this subsection, and the Agent’s right to receive the same, shall be absolute, irrevocable and unconditional and shall not be affected in any way by any circumstance whatsoever, including without limitation, (i) the failure of any other Lender to make its payment under this subsection, (ii) the financial condition of the Borrower or any other Loan Party, (iii) the existence of any Default or Event of Default, including any Event of Default described in Section 11.1.(f) or 11.1.(g) or (iv) the termination of the Commitments. Each such payment to the Agent shall be made without any offset, abatement, withholding or deduction whatsoever.

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