Assignment of Authorizations Sample Clauses

Assignment of Authorizations. As soon as possible following the expiration or earlier termination of this Agreement, Celltech shall take all necessary steps to ensure expeditious assignment of all Marketing Authorizations and Orphan Drug Designations which are in Celltech’s name to Orphan Medical. If an assignment to Orphan Medical is prohibited under the laws of a country in the Territory, Celltech agrees to and hereby grants Orphan Medical authorization to distribute the Product under such Marketing Authorization until Orphan Medical or its designee has obtained Marketing Authorizations and Orphan Drug Designations in its own name for the Product in that country; provided that Orphan Medical shall defend, indemnify and hold harmless Celltech from and against all Claims and Indemnification Amounts of whatsoever kind or nature that result from, arise out of or relate to Orphan Medical’s distribution of the Product under the Marketing Authorizations and Drug Designations continuing in Celltech’s name as contemplated by this Section 14.8.
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Assignment of Authorizations. As soon as possible following the expiration or earlier termination of this Agreement, UCB shall take all necessary steps to ensure expeditious assignment of all Marketing Authorizations and Orphan Drug Designations which are in UCB’s name to Jazz Pharmaceuticals. If an assignment to Jazz Pharmaceuticals is prohibited under the laws of a country in the Territory, UCB agrees to and hereby grants Jazz Pharmaceuticals authorization to distribute the Product under such Marketing Authorization until Jazz Pharmaceuticals or its designee has obtained Marketing Authorizations and Orphan Drug Designations in its own name for the Product in that country; provided that Jazz Pharmaceuticals shall defend, indemnify and hold harmless UCB from and against all Claims and Indemnification Amounts of whatsoever kind or nature that result from, arise out of or relate to Jazz Pharmaceuticals’ distribution of the Product under the Marketing Authorizations and Drug Designations continuing in UCB’s name as contemplated by this Section 14.9.
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Assignment of Authorizations. Subject to and upon the terms and conditions of this Agreement, DCT agrees to sell and assign to ART and ART agrees to acquire from DCT, free and clear of any pledge, lien, options, warrants, security interest, mortgage claim, charge, liability (other than liabilities generally imposed on 38GHz licenses by FCC rules), right of first refusal or other encumbrance (other than for taxes not yet due and payable) of any kind whatsoever (the "Liens"), at the Closing(s), as defined below, all of DCT's right, title and interest in, to and under the following assets: the sixteen (16) 38 GHz radio authorizations granted by the FCC listed on Schedule 1.1 hereto (individually, an "Authorization"; collectively, the "Authorizations").
Sample 1
Assignment of Authorizations. Subject to the terms and upon satisfaction of the conditions contained in this Agreement, at the Closing, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser will acquire, the Authorizations. The Closing shall, subject to the terms and conditions hereof, take place by the exchange of overnight deliveries and by facsimile, with the Purchase Price to be paid as provided in Section 2.2, or at such place as may be mutually agreed upon by Purchaser and Seller.
Sample 1

Related to Assignment of Authorizations

  • Letter of Authorization Each Party is responsible for obtaining a Letter of Authorization (LOA) from each End User initiating transfer of service from one Party to the other Party in accordance with applicable law. The Party obtaining the LOA from the End User will furnish it to the other Party upon request. The Party obtaining the LOA is required to maintain the original document, for a minimum of twenty-four (24) months from the date of signature. If there is a conflict between an End User and Carrier regarding the disconnection or provision of services, Frontier will honor the latest dated Letter of Authorization. If the End User’s service has not been disconnected and services have not yet been established, Carrier will be responsible to pay the applicable service order charge for any order it has placed. If the End User’s service has been disconnected and the End User’s service is to be restored with Frontier, Carrier will be responsible to pay the applicable nonrecurring charges as set forth in Frontier applicable tariff to restore the End User’s prior service with Frontier.

  • Proof of Authorization 5.3.1 Each Party shall be responsible for obtaining and maintaining Proof of Authorization (POA) as required by applicable federal and state law, as amended from time to time. 5.3.2 The Parties shall make POAs available to each other upon request in the event of an allegation of an unauthorized change in accordance with all Applicable Laws and rules and shall be subject to any penalties contained therein.

  • Grant of Authority As of the Effective Date, GlobalSign hereby grants to Subscriber the authority for the term set forth in Section 7 to use the enclosed Digital Certificate to create Digital Signatures or to use the Digital Certificate in conjunction with Private Key or Public Key operations.

  • Warrant of Authority Each person signing this Amendment warrants that he or she is duly authorized to do so and to bind the respective party.

  • Evidence of Authority The Custodian shall be protected in acting upon any instructions, notice, request, consent, certificate or other instrument or paper believed by it to be genuine and to have been properly executed by or on behalf of the Fund. The Custodian may receive and accept a certified copy of a vote of the Board of Directors of the Fund as conclusive evidence (a) of the authority of any person to act in accordance with such vote or (b) of any determination or of any action by the Board of Directors pursuant to the Articles of Incorporation as described in such vote, and such vote may be considered as in full force and effect until receipt by the Custodian of written notice to the contrary.

  • Warranty of Authority Each person signing this Amendment warrants that he or she is duly authorized to do so and to bind the respective party.

  • Limit of Authority Unless otherwise expressly limited by the resolution of appointment or by subsequent action by the Trust, the appointment of BOSTON FINANCIAL as Transfer Agent will be construed to cover the full amount of authorized stock of the class or classes for which BOSTON FINANCIAL is appointed as the same will, from time to time, be constituted, and any subsequent increases in such authorized amount. In case of such increase the Trust will file with BOSTON FINANCIAL: A. If the appointment of BOSTON FINANCIAL was theretofore expressly limited, a certified copy of a resolution of the Board of Trustees of the Trust increasing the authority of BOSTON FINANCIAL; B. A certified copy of the amendment to the Declaration of Trust of the Trust authorizing the increase of stock; C. A certified copy of the order or consent of each governmental or regulatory authority required by law to consent to the issuance of the increased stock, or an opinion of counsel that the order or consent of no other governmental or regulatory authority is required; D. Opinion of counsel for the Trust stating: (1) The status of the additional shares of stock of the Trust under the `33 Act and any other applicable federal or state statute; and (2) That the additional shares are, or when issued will be, validly issued, fully paid and non-assessable.

  • Scope of Authority Committee meetings will be used for communications between the parties, to share information and to address concerns. The committee will have no authority to conduct any negotiations or modify any provision of this Agreement. The committee’s activities and discussions will not be subject to the grievance procedure in Article 30.

  • EXTENT OF AUTHORITY exercise a degree of autonomy; • control projects and/or programmes; • set outcomes for subordinates; • establish priorities and monitor workflow in areas of responsibility; • solutions to problems can generally be found in documented techniques, precedents and guidelines or instructions. Assistance is available when required.

  • CERTIFICATE OF AUTHORITY The Trust and the Adviser shall furnish to each other from time to time certified copies of the resolutions of their Trustees or Board of Directors or executive committees, as the case may be, evidencing the authority of officers and employees who are authorized to act on behalf of the Trust, the Fund and/or the Adviser.

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