Certain Obligations of Buyer. Buyer agrees that within (30) days following Closing, Buyer shall record those Conveyance Documents necessary to evidence in the public record that Buyer has acquired the Assets and within a reasonable time thereafter, Buyer shall supply Seller with a true and accurate photocopy of the recorded and filed Conveyance Documents. In the event Buyer fails to record any such Conveyance Document within such time period, Seller may, but shall not be obligated to, record such Conveyance Document on Buyer's behalf and at Buyer's cost (for which Buyer will promptly reimburse Seller upon demand).
Certain Obligations of Buyer. (i) During the period beginning on the Closing Date and ending on December 31, 2022, Buyer shall not, and shall not authorize or permit any of its Affiliates take any actions (or fail to take any action) with the primary intent or purpose of avoiding or reducing any Revenue Milestone Payment.
(ii) Without limiting the foregoing, during the period beginning on the Closing Date and ending on December 31, 2022, Buyer shall use commercially reasonable efforts to market and sell the Company Products; provided, that Buyer shall be deemed to be in compliance with the foregoing with respect to any actions taken (or failures to take any action) that Buyer believes in good faith are in Buyer’s financial interest, without taking into account the effect of any Milestone Payments to be paid by Buyer in accordance with this Agreement.
Certain Obligations of Buyer. Notwithstanding anything to the contrary in this Agreement, neither Buyer nor any Buyer Personnel shall: (a) make any representations, warranties, guarantees, indemnities, similar claims, or other commitments: (i) on behalf of Seller, or (ii) to any patient or other Person with respect to the Products, which are additional to or inconsistent with any then-existing representations, warranties, guarantees, indemnities, similar claims, or other commitments in this Agreement or any written documentation provided by Seller to Buyer; (b) engage in any unfair, competitive, misleading, or deceptive practices respecting Seller, Seller’s Trademarks or the Products, including any product disparagement; (c) use or sell Products other than in conformance with the Product labeling; (d) sell, offer to sell, ship, or deliver Products or any other products incorporating any of the Products other than in Buyer’s medical practice and/or overseas clinics, as appropriate; or (e) sell, offer to sell, ship, or deliver Products for resale or distribution to any third party.
Certain Obligations of Buyer. Buyer shall use best efforts in a timely manner:
(a) Consistent with FDA rules and regulations, to carry out clinical testing of secretin for use in the treatment of autism;
(b) To secure FDA Approval in the United States of the use of secretin in the treatment of autism;
(c) To obtain reasonable patent protection for the use of secretin for the treatment of autism;
(d) To itself or through third parties develop manufacture, market, sell and distribute secretin for use in the treatment of autism.
Certain Obligations of Buyer. Effective as of the Closing Date, Buyer and Seller shall cause the Company and the Company Subsidiary to provide Employees with such employee benefit plans or arrangements as are determined by Buyer in its sole discretion subject to compliance with Australian law (“Buyer Benefit Plans”). Buyer shall have at all times complete discretion to determine which specific employee benefit plans or arrangements shall be provided to Employees and to determine the terms of eligibility and participation of such Employees in any compensation programs and employee benefit plans or arrangements (including Buyer Benefit Plans) Buyer makes available to Employees; provided, however, that Buyer shall credit Employees for their length of service with Seller, Company or Company Subsidiary prior to the Closing Date for all purposes.
Certain Obligations of Buyer. Subject to the terms of this Agreement, Buyer shall purchase and use, for its North American operations, (***) Color Negative Film during the Term, except that Buyer may purchase up to 1% of its North American requirements for film from other vendors for testing and evaluation. • Buyer shall purchase at least (***) of Color Negative Film during calendar year 2006 and at least (***) of Color Negative Film during the first six months of 2007 (each a “Purchase Commitment”). • Buyer shall pre-pay all orders via wire transfer. • Buyer shall provide a forecast to Kodak during each month, except for the last three months, of this agreement containing a 12-month estimate of its requirements for the Products referred to in Sections 1.0 and 2.0. • Buyer shall purchase and take delivery of all quantities of the Products set forth in the first 3 months of each forecast it provides to Kodak. • Buyer shall purchase 100 ISO Film-5281 in minimum and multiple quantities of 1 pallet. • Buyer shall purchase 200 ISO Film-5795 in minimum and multiple quantities of 1 pallet. • Buyer shall place all orders via the Kodak B2B Partner Site at wxx.xxxxx.xxx/xx/xxxxxxx whenever practicable.
Certain Obligations of Buyer. Notwithstanding anything to the contrary in this Agreement, neither Buyer nor any Buyer Personnel shall: (a) make any representations, warranties, guarantees, indemnities, similar claims, or other commitments: (i) actually, apparently or ostensibly on behalf of Supplier, or (ii) to any customer or other Person with respect to the Materials, which are additional to or inconsistent with any then-existing representations, warranties, guarantees, indemnities, similar claims, or other commitments in this Agreement or any written documentation provided by Supplier to Buyer; or (b) engage in any unfair, competitive, misleading, or deceptive practices respecting Supplier, Supplier’s Trademarks or the Materials, including any product disparagement.
Certain Obligations of Buyer. (a) Buyer shall, from the date hereof until the closing of the OPA for Coca Cola, vote its shares in favor of the election of the four current directors of Coca Cola listed in Schedule 4.1 and shall not permit Coca Cola to take any of the following actions ("Major Corporate Actions") without the prior consent of a majority of such four directors: (i) amend the articles of incorporation or bylaws in a manner that is adverse to the rights of minority shareholders; (ii) sell all or substantially all of the assets of the company; (iii) dissolve or liquidate the Company; (iv) cancel registration of the Company with the Comision Nacional de Valores or the stock exchange in Panama; (v) issue new shares of the capital stock of the Company without first granting all shareholders preemptive rights to participate in such issuance; (vi) make or declare a dividend or distribution to shareholders; (vii) enter into transactions with affiliates that are not either (x) on an arms-length basis or (y) with a direct or indirect subsidiary of Coca Cola; or (viii) change the Company's principal line of business.
(b) Buyer shall, if the OPA for Coca Cola has not been closed for any reason by January 31, 2003, promptly amend the articles of incorporation of Coca Cola to provide that until the closing of the OPA for Coca Cola:
(i) the Major Corporate Actions (with the exception of clause (vi) of Section 5.10(a) that will continue to require the consent of the directors listed in Schedule 4.1) shall require the approval of 75% of the issued and outstanding shares of capital stock of Coca Cola; and (ii) the shareholders of Coca Cola other than the Buyer shall have the ability to elect four of the nine members of the board of directors of Coca Cola through cumulative voting rights.
(c) Buyer shall, from the date hereof until the close of the OPA for CBP, vote its shares in favor of the election of the four current directors of CBP listed in Schedule 4.1 and shall not permit CBP to take any Major Corporate Action with respect to CBP without the prior consent of a majority of such three directors.
(d) Buyer shall, if the OPA for CBP has not been closed for any reason by January 31, 2003, promptly amend the articles of incorporation of CBP to provide that until the closing of the OPA for CBP: (i) the Major Corporate Actions (with the exception of clause (vi) of Section 5.10(a) that will continue to require the consent of the directors listed in Schedule 4.1) shall require the approval o...
Certain Obligations of Buyer. (i) During the period beginning on the Closing Date and ending on the earlier of the payment of Revenue Milestone Payments Buyout Amount and December 31, 2025, Buyer shall not, and shall not authorize or permit any of its Affiliates take any actions (or fail to take any action) with the primary intent or purpose of avoiding or reducing any Revenue Milestone Payment.
(ii) Without limiting the foregoing, during the period beginning on the Closing Date and ending on the earlier of the payment of the Revenue Milestone Payments Buyout Amount and December 31, 2025, Buyer shall use commercially reasonable efforts in the ordinary course of business to market and sell the Company Products; provided, that Buyer shall be deemed to be in compliance with the foregoing with respect to (y) any actions taken (or failures to take any action) that Buyer believes in good faith are in Buyer’s financial interest, without taking into account the effect of any Revenue Milestone Payments to be paid by Buyer in accordance with this Agreement, or (z) delays under the IVAS program.
Certain Obligations of Buyer. Each Buyer agrees that, with respect to the period following the Option Closing:
