By King Sample Clauses

By King. KING represents and warrants to NOVAVAX that: (a) the execution, delivery and performance of this Agreement by KING does not conflict with, or constitute a breach of or under, any order, judgment, agreement or instrument to which KING is a party; and (b) the execution, delivery and performance of this Agreement by KING does not require the consent of any Person or the authorization of (by notice or otherwise) any governmental or regulatory authority; (c) the rights granted by KING to NOVAVAX hereunder do not conflict with any rights granted by KING to any third party; (d) KING has sufficient rights in and to the KING Products and all intellectual property, use, development, manufacturing, marketing, distribution and sale rights related thereto necessary or advisable for such purposes as contemplated by this agreement (the "KING Product Rights"), free and clear of any liens or encumbrances, except for any customer contracts, government contracts and contracts with hospitals or group purchasing organizations, in each case entered into in the ordinary course of business (collectively, "Product Contracts"); (e) except for the Product Contracts, there are no agreements between KING and any Person with respect to the rights of KING in the Territory in the KING Products and the KING Product Rights; (f) KING has the right to and, as of the Effective Date, has no reason to believe it will not have a continuous and sufficient supply of the active ingredient included in the KING Products during the entire Term; (g) it has no notice that any KING Product Rights, or that the use thereof as contemplated under this Agreement, interfere or infringe on any intellectual property rights owned or possessed by any Person; (h) there are no third party pending patent applications which, if issued, may cover the use, development, manufacture, distribution or sale of the KING Products; (i) there are no claims, judgments or settlements against or owed by KING or pending or threatened claims or litigation relating to the KING Products or the KING Product Rights; (j) it has reviewed the available safety data relating to the KING Products and has no reason to believe the KING Products are not safe; (k) any KING Product samples provided to NOVAVAX hereunder have been at all times in the control of KING or its designate and meet applicable specifications contained in the NDA for the KING Product.
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By King. KING represents and warrants to NOVAVAX that: (a) the execution, delivery and performance of this Agreement by KING does not conflict with, or constitute a breach of or under, any order, judgment, agreement or instrument to which KING is a party; and (b) the execution, delivery and performance of this Agreement by KING does not require the consent of any Person or the authorization of (by notice or otherwise) any governmental or regulatory authority, except as otherwise expressly provided in this Agreement.
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By King. King shall defend, indemnify and hold harmless Acura and its Affiliates and each of their officers, directors, shareholders, employees, successors and assigns (collectively, “Acura Indemnitees”) from and against all Claims of Third Parties, and all associated Losses, to the extent arising out of (a) the Development, use, manufacture or Commercialization of Products in the Territory, (b) the Development, use or manufacture by King or its Affiliates or permitted sublicensees of Products outside the Territory, (c) any breach by King or any of its Affiliates of any representation or warranty, covenant, or obligation given in this Agreement or (d) the gross negligence or willful misconduct of King or any of its Affiliates in the performance of its obligations hereunder; provided, however, that in all cases referred to in this Section 14.2, King shall not be liable to indemnify any Acura Indemnitee for any Losses to the extent that Acura is obligated to indemnify a King Indemnitee for such Losses pursuant to Section 14.1.
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By King. King hereby represents and warrants to Depomed as follows: (a) It is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. It has all requisite power and authority to carry on its business and to own and operate its properties and assets. The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on its part. It has obtained all authorizations, consents and approvals, governmental or otherwise, necessary for the execution and delivery of this Agreement, and to otherwise perform its obligations under this Agreement. (b) There is no pending or, to its knowledge, threatened litigation involving it which would have any material adverse effect on this Agreement or on its ability to perform its obligations hereunder. (c) There is no indenture, contract, or agreement to which it is a party or by which it is bound which prohibits or would prohibit the execution and delivery by it of this Agreement or the performance or observance by it of any material term or condition of this Agreement. (d) To its knowledge, it has paid Depomed all amounts due and payable by it to Depomed pursuant to the Promotion Agreement.
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By King. (i) King may terminate this Agreement immediately upon notice to Durect in the event that any Governmental Authority causes the withdrawal of all Products from the market in all countries in the Territory or otherwise withdraws approval of Durect, King, or any Third Person as a manufacturer of the Finished Excipients hereunder, the effect of which would prevent King from obtaining Finished Excipients in sufficient amounts to allow it to reasonably Exploit the Products; or Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidential treatment request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. (ii) King may terminate this Agreement in the event of a Change of Control (as defined in the DLA) of Durect by written notice to Durect delivered no later than [ * * *] days after receipt of notification from Durect of such Change of Control (as defined in the DLA) of Durect (which shall be deemed to have occurred on the completion of such Change of Control (as defined in the DLA)). In the event that King elects to terminate this Agreement, this Agreement shall terminate effective one (1) year from the date that Durect receives notice from King of its election to terminate.
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By King. Notwithstanding any other provision of this Agreement, King may terminate his employment with Water Now (i) for Good Reason, as defined below, in compliance with the provisions set forth below and upon delivery of a Good Reason Notice, as defined below, to Water Now, or (ii) voluntarily and without Good Reason, upon delivery of a Notice of Termination to Water Now at least 45 days prior to the date of termination (which Water Now may, in its sole discretion, make effective earlier than the date set forth in the Notice of Termination). Water Now may require that King not come to work during the notice period and may assign one or more of King’s duties and authority to one or more other individuals.
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By King. Commencing as of the Initiation Date and continuing throughout the Copromotion Period, King shall use its Commercially Reasonable Efforts to market and promote the Product(s) to Physicians in the Territory in accordance with the then current Marketing Plan. After the end of the Copromotion Period and for the remainder of the Term of this Agreement, King shall use its Commercially Reasonable Efforts to market, promote and sell the Product(s) in the Territory. Without limiting the foregoing, from January 1, 2006 through December 31, 2006, King shall be responsible for performing at least [***] Details (the “King 2006 Annual Detailing Requirement”) in accordance with the 2006 Altace Marketing Plan approved by the AMC, a copy of which is attached hereto as Exhibit 8.5. The number of Details required in this Section 4.1 shall be conducted and spaced according to the current Marketing Plan then in effect, provided, however, that King agrees that during each calendar quarter during calendar year 2006, King shall be responsible for performing no less than [***] Details (the “King 2006 Quarterly Detailing Requirement”). During the Copromotion Period, King agrees to use its Commercially Reasonable Efforts to provide, and/or cause its Affiliates to provide, Product samples to Physicians in accordance with the then current Marketing Plan.
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By King. King represents and warrants to Wyeth that: (a) the execution, delivery and performance of this Agreement by King does not conflict with, or constitute a breach of or under, any order, judgment, agreement or instrument to which King is a Party; (b) the execution, delivery and performance of this Agreement by King does not require the consent of any Person or the authorization of (by notice or otherwise) any governmental or regulatory authority,
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By King. King represents and warrants to Inyx that: (a) the execution, delivery, and performance of each Collaboration Document by King does not conflict with, or constitute a breach of or under, any order, judgment, agreement, or instrument to which King is a party; (b) the execution, delivery, and performance of each Collaboration Document by King does not require the consent of any Person or the authorization of (by notice or otherwise) any governmental or regulatory authority; (c) each Collaboration Document is a legal, valid, and binding obligation of King enforceable against it in accordance with its terms and conditions, except as enforceability may be limited by bankruptcy, insolvency, or other laws affecting the enforcement of creditors' rights generally, and except that the availability of the remedy of specific performance or other equitable relief is subject to the discretion of the court before which any proceeding therefor may be brought; and (d) As of the Effective Date, neither King nor any of its employees or agents, in their capacity as such, have been disqualified or debarred by the FDA, pursuant to 21 U.S.C. §§ 335(a) or (b), or been charged with or convicted under United States law for conduct relating to the development or approval, or otherwise relating to the regulation of any Product under the Generic Drug Enforcement Act of 1992, or any other relevant law, rule, or regulation or been disbarred, disqualified, or convicted under or for any equivalent or similar applicable foreign law, rule, or regulation.
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Related to By King

  • By Licensee Licensee shall defend, indemnify, and hold harmless Licensor, its Affiliates, sublicensees, the licensors under the Existing Licenses, and their respective shareholders, members, partners, officers, trustees, faculty, students, contractors, agents, and employees (individually, a “Licensor Indemnified Party” and, collectively, the “Licensor Indemnified Parties”) from and against any and all Third Party liability, loss, damage, action, claim, fee, cost, or expense (including attorneys’ fees) (individually, a “Third Party Liability” and, collectively, the “Third Party Liabilities”) suffered or incurred by the Licensor Indemnified Parties from claims of such Third Parties that result from or arise out of: […***…]; provided, however, that Licensee shall not be liable for claims based on any breach by Licensor of the representations, warranties, or obligations of this Agreement or the gross negligence or intentional misconduct of any of the Licensor Indemnified Parties. Without limiting the foregoing, Licensee must defend, indemnify, and hold harmless the Licensor Indemnified Parties from and against any Third Party Liabilities resulting from: (a) any […***…] or other claim of any kind related to the […***…] by a Third Party of a […***…] by Licensee, its Affiliates, any Sublicensees, their respective assignees, or vendors; (b) any claim by a Third Party that the […***…]; and (c) […***…] conducted by or on behalf of Licensee, its Affiliates, any Sublicensees, their respective assignees, or vendors relating to the Licensed Technology or Licensed Products, including any claim by or on behalf of a […***…].

  • By Licensor Licensor will indemnify and hold harmless Licensee and its and members, managers, directors, officers, shareholders, employees, agents, representatives and affiliates (collectively, the "Licensee Indemnified Parties"), on an After Tax Basis, from and against all claims, losses, damages (including loss of profits and consequential damages awarded to unrelated third parties, if any, but excluding loss of profits and consequential damages otherwise suffered by the Licensee Indemnified Parties), expenses, judgements, costs and liabilities (including reasonable attorneys' fees and costs) (collectively, "Losses") incurred by the Licensee Indemnified Parties arising from Licensor's breach of any obligation, representation or warranty contained in this Agreement. Notwithstanding the foregoing any claims for indemnification that any Licensee Indemnified Parties may have pursuant to this Section 7.2(a) will exclude claims based on information known by Lifford (or its Affiliates, including Bloomfield) as of the Funding Date whether or not such information formed the basis of the issues raised by Bloomfield during Due Diligence (as defined in the Operating Agreement) and whether or not asserted prior to the Walk Away Notice (as defined in the Operating Agreement) or thereafter. In the event of a dispute regarding a claim for indemnification, the Licensee Indemnified Party will have the burden of proof in establishing the validity and amount of the claim, and Licensor will have the burden of proof in establishing any defense to such claim, including but not limited to, a defense asserted by Licensor that Lifford (or its Affiliates) had knowledge of the requisite facts. Notwithstanding the foregoing, Licensor will not be obligated to provide indemnification where there is any admission of guilt by any Licensee Indemnified Party charged with violation of the law as to the content of any Company Program.

  • By Seller Subject to the terms and conditions of this Article IX, Seller covenants and agrees to defend, indemnify and hold harmless Buyer, its officers, directors, employees, agents, advisers, representatives and Affiliates (collectively, the "Buyer Indemnitees") from and against, and pay or reimburse Buyer Indemnitees for, any and all claims, liabilities, obligations, losses, fines, costs, proceedings, deficiencies or damages (whether absolute, accrued, conditional or otherwise and whether or not resulting from third party claims), including out-of-pocket expenses and reasonable attorneys' fees incurred in the investigation or defense of any of the same or in asserting any of their respective rights hereunder (collectively, "Losses"), resulting from or arising out of: (i) Any misrepresentation or breach of any warranty of Seller contained in this Agreement; provided that any claim for indemnification by Buyer under this clause (i) may be made no later than 18 months from and after the Closing Date, excepting only that any claim for misrepresentation or breach of warranty under Sections 3.6, 3.10(a), 3.18(a), 3.19 and 3.21 may be made no later than a date thirty days from and after the expiration of the period of the applicable statute of limitations; (ii) any failure of Seller to perform any covenant or agreement made or contained in this Agreement or fulfill any obligation in respect thereof; (iii) any Excluded Liabilities; (iv) any and all Benefit Liabilities in respect of Employees except, with respect to Transferred Employees, to the extent assumed by Buyer pursuant to Article VII; and (v) any product liability claim with respect to products manufactured by Seller and sold prior to the Closing. Seller shall not be required to indemnify Buyer Indemnitees with respect to any claim for indemnification resulting from or arising out of matters described in clauses (i) and (v) above pursuant to this Section unless and until the aggregate amount of all claims against Seller exceeds $270,000 and then only to the extent such aggregate amount exceeds $270,000. Claims thereafter may be asserted regardless of amount. Seller's maximum liability to Buyer Indemnitees under clauses (i) and (v) of this Section shall not exceed $13,750,000.

  • By Each Party Each party represents, warrants, and covenants to the other party that: (a) such party has full power and authority to enter into this Agreement and to perform its obligations under this Agreement; (b) this Agreement is a legal and valid obligation binding upon such party and enforceable in accordance with its terms; (c) this Agreement will not conflict with, result in a breach of, or constitute a default under any other agreement to which such party is a party or by which such party is bound; and (d) such party will comply with all laws, rules, and regulations applicable to such party in its performance under this Agreement.

  • By You You may cancel this policy at any time by giving us written notice or returning the policy to us and stating when thereafter the cancellation is to be effective.

  • BY PARTIES The parties are entering into this Agreement for the allotment of an Apartment with the full knowledge of all laws, rules, regulations, notifications applicable to the Project.

  • By Client Client agrees to indemnify, defend and hold Agency, its officers, directors, employees, agents, attorneys, subsidiaries, affiliated companies, parent companies, representatives, and successors and assigns, harmless from and against all Losses to the extent such Losses arise out of or are primarily related to (i) the negligent or wrongful acts, errors, or omissions of Client or its employees, agents affiliates, assigns or any creditor or prior account holder, or the employees or agents of any of them, in connection with this Agreement, including but not limited to errors or omissions in connection with information furnished by Client to Agency concerning a Referred Account, or (ii) any collection effort by Client or any other collection agency as to a Referred Account.

  • By Either Party Either party may terminate this Agreement for cause if the other party is in material breach of this Agreement and the material breach remains uncured for a period of 30 days from receipt of notice by the other party. No later than the Termination Date, you will close your account.

  • By Purchaser Subject to the limitations set forth in this Article 6 and Section 7.15, from and after the Closing Purchaser agrees to indemnify and hold harmless Seller and Seller’s Affiliates together with their respective directors, officers, managers, employees and agents (each a “Seller Indemnified Party”) from and against any and all Losses that any Seller Indemnified Party incurs by reason of or in connection with any of the following circumstances: (i) Any breach by Purchaser of any representation or warranty made by it in Article 3 or any breach or violation of any covenant, agreement or obligation of Purchaser contained herein; and (ii) As set forth in Part VI of Appendix B.

  • No Improper Use of Materials During his or her employment with the Company, Employee will not improperly use or disclose any Confidential Information or trade secrets, if any, of any former employer or any other person to whom Employee has an obligation of confidentiality, and Employee will not bring onto the premises of the Company any unpublished documents or any property belonging to any former employer or any other person to whom Employee has an obligation of confidentiality unless consented to in writing by that former employer or person.

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