By CPP Sample Clauses

By CPP. CPP represents and warrants that: (a) the execution, delivery and performance of this Agreement by CPP are within its corporate power, and have been duly authorized by all necessary corporate action; and (b) CPP has full power and authority to enter into this Agreement and to perform its lawful obligations hereunder.
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By CPP. 16 13.2 By Metris..............................................16
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By CPP. CPP may terminate this Agreement for cause if Metris materially breaches any of its duties or obligations under the Agreement which breach is not cured within 30 days' written notice of the breach from CPP to Metris. CPP may terminate this Agreement with respect to specific Metris Companies or Metris Services, at any time and from time to time on 60 day's prior written notice to Metris. If CPP chooses to partially terminate this Agreement, the charges payable hereunder shall be equitably adjusted to reflect those Metris Services that are terminated subject to the provisions of Section 4.1 of this Agreement.
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By CPP. CPP represents and warrants to TILLOTTS that, as of the Effective Date: (a) CPP has the right to grant the Licenses; (b) to its actual knowledge (where actual knowledge is understood to be that of CPP’s CEO and CSO), without independent investigation, the practice of the inventions claimed in the Licensed Patents or the use of the Licensed Information is not an infringement of a third party’s Intellectual Property Right in the Licensed Territory existing and actually known to CPP’s CEO and CSO as of the Effective Date; (c) CPP has not received any written charge, complaint, claim, demand or notice alleging that the practice of the inventions claimed in the Licensed Patents or use of the Licensed Information is an infringement of the Intellectual Property Rights of any third party; (d) to its actual knowledge (where actual knowledge is understood to be that of CPP’s CEO and CSO), without independent investigation, no third party is infringing the Licensed Patents or has misappropriated the Licensed Information; (e) no action suit, proceeding, hearing, investigation, complaint, claim, or demand is pending or, to CPP’s knowledge, is threatened that challenges the legality, validity, enforceability, use or ownership of the Licensed Patents or the License Information; (f) the Licensed Patents are all the patent rights in CPP’s ownership or control that CPP considers reasonably necessary to Develop, market, Use and Sell the Licensed Formulation for Use in the Licensed Field in the Licensed Territory; and (g) except as provided in Subsection 2.3.2 (Reservation of Rights), CPP has not earlier granted a license to any third party to practice under the Licensed Patents or to use the Licensed Information in the Licensed Field for the Sale of products containing the Licensed Formulation in the Licensed Territory. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 406 of the Securities Act of 1933, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission
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By CPP. CPP must obtain, and during the period in which the Phase III Trial is being conducted and on-going, maintain at its sole cost and expense policies of professional and general liability insurance in amounts not less than US$2,000,000 per occurrence and US$2,000,000 annual aggregate covering its obligations under this Agreement regarding the conduct of the Phase III Trials, including clinical trial liability coverage. Additionally, CPP must obtain and, thereafter throughout the term of this Agreement and for the period six years after its termination or expiration, maintain in force, at its sole cost and expense, comprehensive general liability insurance in the minimum amount of US$1,000,000 per occurrence, US$2,000,000 in the aggregate, and products liability insurance in the minimum amount of US$5,000,000 against liability for bodily injury or death, or destruction of or damage to property. The insurance coverage must: (a) be carried with reputable and financially secure insurance companies having high ratings regarding financial strength and payment of claims that are reasonably acceptable to, and approved by, TILLOTTS; and (b) provide or be endorsed to provide that written notice by registered mail must be given to TILLOTTS at least thirty days before termination, cancellation, or reduction of coverage. From time to time, upon TILLOTTS’ request, CPP must provide TILLOTTS with evidence of insurance that the required insurance is, and continues to be, in effect. The insurance coverages and limits specified above do not limit the nature or amount of CPP’s obligations under SECTION 8.4 above. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 406 of the Securities Act of 1933, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission
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Related to By CPP

  • Period for Review and Consideration of Agreement Executive understands he/she has been given a period of 21 days to review and consider this Agreement before signing it. Executive further understands he/she may use as much of the 21 day period as he/she wishes prior to signing.

  • AML Procedures1 4.1 Consistent with the services provided by DST and with respect to the ownership of Shares in the Fund for which DST maintains the applicable Fund shareholder information, DST shall:

  • Certain Credit Support Events If (i) the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, (ii) as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) the Borrower shall be required to provide Cash Collateral pursuant to Section 2.05 or 8.02(c), or (iv) there shall exist a Defaulting Lender, the Borrower shall immediately (in the case of clause (iii) above) or within one (1) Business Day (in all other cases) following any request by the Administrative Agent or the L/C Issuer, provide Cash Collateral in an amount not less than the applicable Minimum Collateral Amount (determined in the case of Cash Collateral provided pursuant to clause (iv) above, after giving effect to Section 2.15(a)(iv) and any Cash Collateral provided by the Defaulting Lender).

  • Considerations on Review In considering the review, the Plan Administrator shall take into account all materials and information the claimant submits relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

  • Treatment of Fees Except as otherwise provided by Law, the fees described in this SECTION 5: (a) do not constitute compensation for the use, detention, or forbearance of money, (b) are in addition to, and not in lieu of, interest and expenses otherwise described in this Agreement, (c) shall be payable in accordance with SECTION 3.1, (d) shall be non-refundable, (e) shall, to the fullest extent permitted by Law, bear interest, if not paid when due, at the Default Rate, and (f) shall be calculated on the basis of actual number of days (including the first day but excluding the last day) elapsed, but computed as if each calendar year consisted of 360 days, unless such computation would result in interest being computed in excess of the Maximum Rate in which event such computation shall be made on the basis of a year of 365 or 366 days, as the case may be.

  • Certain Matters Relating to the Determination of LIBOR LIBOR shall be calculated by the Securities Administrator in accordance with the definition of LIBOR. Until all of the LIBOR Certificates are paid in full, the Securities Administrator will at all times retain at least four Reference Banks for the purpose of determining LIBOR with respect to each LIBOR Determination Date. The Securities Administrator initially shall designate the Reference Banks (after consultation with the Depositor). Each “Reference Bank” shall be a leading bank engaged in transactions in Eurodollar deposits in the international Eurocurrency market, shall not control, be controlled by, or be under common control with, the Securities Administrator and shall have an established place of business in London. If any such Reference Bank should be unwilling or unable to act as such or if the Securities Administrator should terminate its appointment as Reference Bank, the Securities Administrator shall promptly appoint or cause to be appointed another Reference Bank (after consultation with the Depositor). The Securities Administrator shall have no liability or responsibility to any Person for (i) the selection of any Reference Bank for purposes of determining LIBOR or (ii) any inability to retain at least four Reference Banks which is caused by circumstances beyond its reasonable control. The Interest Rate for each Class of LIBOR Certificates for each Interest Accrual Period shall be determined by the Securities Administrator on each LIBOR Determination Date so long as the LIBOR Certificates are outstanding on the basis of LIBOR and the respective formulae appearing in footnotes corresponding to the LIBOR Certificates in the table relating to the Certificates in the Preliminary Statement. The Securities Administrator shall not have any liability or responsibility to any Person for its inability, following a good-faith reasonable effort, to obtain quotations from the Reference Banks or to determine the arithmetic mean referred to in the definition of LIBOR, all as provided for in this Section 4.04 and the definition of LIBOR. The establishment of LIBOR and each Interest Rate for the LIBOR Certificates by the Securities Administrator shall (in the absence of manifest error) be final, conclusive and binding upon each Holder of a Certificate and the Trustee.

  • Mutual Conditions The respective obligations of each party to consummate the purchase and issuance and sale of the Purchased Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a particular party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):

  • Certain Damages In the event that Landlord does not elect to terminate this Lease as permitted in Section 26.2(a) above, but on the contrary, elects to take possession as provided in Section 26.2(b), above, Tenant will pay to Landlord: (i) Monthly Rent and other sums as provided in this Lease, which would be payable under this Lease if such repossession had not occurred, less; (ii) the net proceeds, if any, of any re-letting of the Premises after deducting all of Landlord’s reasonable expenses in connection with such re-letting, including, without limitation, all repossession costs, brokerage commissions, attorneys’ fees, expenses of employees, alteration and repair costs and expenses of preparation for such re-letting. If, in connection with any re-letting, the new lease term extends beyond the existing Term, or the premises covered by such new lease, include other premises not part of the Premises, a fair apportionment of the rent received for such re-letting and the expenses incurred in connection with such re-letting as provided in this Section will be made in determining the net proceeds from such re-letting, and any rent concessions will be equally apportioned over the term of the new lease. Tenant will pay such rent and other sums to Landlord monthly on the day which the Monthly Rent would have been payable under this Lease if possession had not been retaken and Landlord will be entitled to receive such rent and other sums from Tenant on each such day.

  • Savings Clause Relating to Compliance with Code Section 409A Despite any contrary provision of this Agreement, if when the Executive’s employment terminates the Executive is a specified employee, as defined in Code section 409A, and if any payments under Article 2 of this Agreement will result in additional tax or interest to the Executive because of section 409A, the Executive shall not be entitled to the payments under Article 2 until the earliest of (x) the date that is at least six months after termination of the Executive’s employment for reasons other than the Executive’s death, (y) the date of the Executive’s death, or (z) any earlier date that does not result in additional tax or interest to the Executive under section 409A. If any provision of this Agreement would subject the Executive to additional tax or interest under section 409A, the Bank shall reform the provision. However, the Bank shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and the Bank shall not be required to incur any additional compensation expense as a result of the reformed provision.

  • Certain Rules Relating to the Payment of Additional Amounts (a) Upon the request, and at the expense of the Borrower, each Lender and Agent to which the Borrower is required to pay any additional amount pursuant to Subsection 4.10 or 4.11, and any Participant in respect of whose participation such payment is required, shall reasonably afford the Borrower the opportunity to contest, and reasonably cooperate with the Borrower in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided that (i) such Lender or Agent shall not be required to afford the Borrower the opportunity to so contest unless the Borrower shall have confirmed in writing to such Lender or Agent its obligation to pay such amounts pursuant to this Agreement and (ii) the Borrower shall reimburse such Lender or Agent for its reasonable attorneys’ and accountants’ fees and disbursements incurred in so cooperating with the Borrower in contesting the imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing no Lender or Agent shall be required to afford the Borrower the opportunity to contest, or cooperate with the Borrower in contesting, the imposition of any Non-Excluded Taxes, if such Lender or Agent in its sole discretion in good faith determines that to do so would have an adverse effect on it.

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