COLUMBIA OBLIGATIONS Sample Clauses

COLUMBIA OBLIGATIONS. 4.1 Upon and subject to the terms and conditions of this Agreement, Columbia hereby agrees: 4.1.1 promptly following the Effective Date to supply to Urology Company the MAs, the Specifications, and the SmPC and Patient Information Leaflet for the Product; 4.1.2 to manufacture or have manufactured and to supply to Urology Company such amounts of the Product for Urology Company's Commercialization of the Product in the Territory, as Urology Company may order from time to time on terms and otherwise in accordance with Clause 7 below and to manufacture or have manufactured and supply the Product in the manner specified in the MAs and in accordance with cGMP, the Specifications and the Technical Agreement, and all Applicable Laws; 4.1.3 to ensure that Product is handled and stored by it in accordance with all Applicable Laws and to ensure that it creates and retains manufacturing, analytical and distribution records, testing and releasing materials, undertakes production and quality controls, including, but not limited to, in‑process controls and all necessary stability studies, and analysis relating to the Product all in accordance with the Specification and cGMP; 4.1.4 to have in place a Qualified Person, which Qualified Person shall be responsible for batch release of Product and to supply Product which has been released for sale in the Territory by a Qualified Person in accordance with Applicable Laws; 4.1.5 to put in place and maintain a technical agreement with each of its contract manufacturers from time to time as required by Applicable Laws (and on request provide a copy of any or all such technical agreements to Urology Company if required to enable Urology Company to comply with Applicable Laws); 4.1.6 to procure that Urology Company, or its duly appointed agent, shall have the right to inspect, at Urology Company's sole expense, the premises of Columbia or Columbia's contract manufacturer(s) where the Product is manufactured, Packaged or Labelled, which inspections may take place no more often than once per year upon advance notice at any reasonable time; 4.1.7 to notify Urology Company promptly of any proposed inspections by any Governmental Authority (either in the Territory or outside of the Territory) of the facilities at which Product is manufactured and procure that Urology Company has a right to attend on such occasions if the inspection is by a Governmental Authority in the Territory and in any event Columbia shall inform Urology Company of ...
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COLUMBIA OBLIGATIONS. (a) Except as set forth in Section 4.3 above, or in Section 4.5, or (subject to the provisions of Section 4.6) as required by law or appropriate for the performance or enforcement of this Agreement, until the expiration or termination of this Agreement, or, if earlier, until such time as Columbia becomes free to enter into a license agreement with a third party with respect to such Inventions, reports, information or other intellectual property, pursuant to the provisions of Article VI hereof: (i) Columbia will not, without the Company's written permission, publicly disclose or use for its own or any third party's benefit (other than as contemplated hereby) or make available any to any third party (other than independent contractors retained by Columbia in connection with its performance of this Agreement who are under an obligation of confidentiality with respect to this Agreement) any Inventions, reports or information arising out of or related to Research Projects (herein, "Confidential Information"); and (ii) Columbia will treat as confidential all VGI Information, will not disclose or use for its own or any third party's benefit (other than as contemplated hereby) or make available any such VGI Information to any third party (other than independent contractors retained by Columbia in connection with its performance of this Agreement who are under an obligation of confidentiality with respect to this Agreement) without the Company's written permission. (b) For purposes of this Article IV, "disclosure" means any communication of information deemed to be disclosure by the U.S. Patent and Trademark Office, examples of which include but are not limited to publication in scientific journals or other print or electronic media, oral or written presentation of information at scientific meetings, and public presentation of information to any individual or group of individuals not bound by a confidentiality obligation with respect to non-disclosure of the information.
Sample 1
COLUMBIA OBLIGATIONS. 3.1 Columbia will maintain a full time sales force of Sales Representatives to make Presentations to approximately 10,000 obstetricians, gynecologists and other women's healthcare physicians, and members of their staffs. 3.2 Columbia shall conduct the initial training of the Sales Representatives and provide marketing updates on LDS Products at any national sales meetings, which are reasonably required in connection with the services to be performed by the Sales Representatives in accordance with this Agreement. LDS shall have the right to participate in the training to the extent such training relates specifically to the Products. LDS shall provide to Columbia copies of training materials and selling materials reasonably required for for training and equipping Sales Representatives for making Product Presentations. 3.3 Columbia shall manage and monitor the Presentations of Sales Representatives. Sales Representatives shall not be permitted to develop, create or use any promotional material or literature other than the Promotional Material in connection with the Presentations. Sales Representatives will be required to immediately cease the use of any Promotional Materials when [***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. EXECUTION DOCUMENTS instructed to do so by LDS. Columbia shall use commercially reasonable efforts to ensure that: (i) Promotional Materials are not intentionally changed, (including, without limitation, by underlining or otherwise highlighting any text or graphics or adding any notes thereto) by Sales Representatives, (ii) Sales Representatives limit their statements and claims regarding the Products to those that are consistent with the relevant product label, package insert and Promotional Materials, (iii) Sales Representatives do not knowingly add, delete or modify claims in the promotion of the Products and (iv) Sales Representatives do not knowingly make any untrue or misleading statements or comments about the Products or any LDS competitors or competitor products. Columbia shall maintain a commercially reasonable incentive compensation program to Sales Representatives related to Presentations and sampling of the Products under this Agreement. In addition, Columbia shall restrict the Sales Representatives from providing any services for a product competitive with the Products during the Presentations. 3.4 Within thirty (30) days of the end of each cal...
Sample 1

Related to COLUMBIA OBLIGATIONS

  • ERISA Obligations All Employee Plans of the Borrower meet the minimum funding standards of Section 302 of ERISA and 412 of the Internal Revenue Code where applicable, and each such Employee Plan that is intended to be qualified within the meaning of Section 401 of the Internal Revenue Code of 1986 is qualified. No withdrawal liability has been incurred under any such Employee Plans and no “Reportable Event” or “Prohibited Transaction” (as such terms are defined in ERISA), has occurred with respect to any such Employee Plans, unless approved by the appropriate governmental agencies. The Borrower has promptly paid and discharged all obligations and liabilities arising under the Employee Retirement Income Security Act of 1974 (“ERISA”) of a character which if unpaid or unperformed might result in the imposition of a Lien against any of its properties or assets.

  • Valid Obligations The execution, delivery and performance of the Loan Documents have been duly authorized by all necessary corporate action and each represents a legal, valid and binding obligation of Borrower and is fully enforceable according to its terms, except as limited by laws relating to the enforcement of creditors' rights.

  • Local Church’s Payment Obligations At Closing or otherwise prior to or on the Disaffiliation Date, Local Church shall pay to the Annual Conference, in a manner specified by Annual Conference, the following: (a) Local Church shall have the right to retain its Real Property and Personal Property, tangible and intangible property without charge. Any costs relating to Local Church’s retention of its property will be borne by Local Church. (b) Any unpaid apportionments for the twelve (12) months immediately prior to the Disaffiliation Date, as calculated by Annual Conference, totaling Fifteen Thousand Two Hundred Twenty and 00/100 Dollars ($15,220.00) (for clarity, any amounts paid within the twelve (12) month period set out above shall be credited to the Local Church at Closing); (c) An additional twelve (12) months of apportionments, as calculated by Annual Conference, totaling Fifteen Thousand Two Hundred Twenty and 00/100 Dollars ($15,220.00); (d) An amount equal to Local Church’s pro rata share, as determined by Annual Conference, of Annual Conference’s unfunded pension obligations, based on the Annual Conference’s aggregate funding obligations as determined by the General Board of Pension and Health Benefits using market factors similar to a commercial annuity provider, totaling Thirty- Seven Thousand Nine Hundred Sixty-Seven and 00/100 Dollars ($37,967.00); (e) If any clergy currently appointed to the Local Church will remain in The United Methodist Church after the Local Church disaffiliation, an amount equal to six (6) months salary, housing (if receiving a housing allowance), and pension/health benefits for the clergy, being Thirty-Eight Thousand One Hundred Eighty-Five and 00/100 Dollars ($38,185.00). The intent of this provision is to provide salary and benefits to the clergy from January 1, 2024 through July 1, 2024, which is a period of time in which the clergy will not have an appointment to a church. (f) Any unpaid loans (secured or unsecured) owed to the Annual Conference or other United Methodist entities such as The United Methodist Foundation of Western North Carolina (unless those loans are assigned or transferred per Section 3.2 below), and any investment portfolio needs which require modifications or assignments; (g) The aggregate amount of any and all grants awarded and paid to Local Church by Annual Conference or any affiliate or subsidiary thereof within the prior ten (10) years; and, (h) All costs of the transfer of any assets involved hereunder and transactions set out herein, as well as the legal fees of the Annual Conference incurred in connection with this Agreement.

  • Surety Obligations No Borrower or Subsidiary is obligated as surety or indemnitor under any bond or other contract that assures payment or performance of any obligation of any Person, except as permitted hereunder.

  • Seller Obligations Seller shall (A) arrange and pay independently for any and all necessary costs under any Generator Interconnection Agreement with the Participating Transmission Owner; (B) cause the Interconnection Customer’s Interconnection Facilities, including metering facilities, to be maintained; and (C) comply with the procedures set forth in the GIP and applicable agreements or procedures provided under the GIP in order to obtain the applicable Electric System Upgrades and (D) obtain Electric System Upgrades, as needed, in order to ensure the safe and reliable delivery of Energy from the Project up to and including quantities that can be produced utilizing all of the Contract Capacity of the Project.

  • Exit Obligations Upon (a) voluntary or involuntary termination of the Executive’s employment or (b) the Company’s request at any time during the Executive’s employment, the Executive shall (i) provide or return to the Company any and all Company property, including keys, key cards, access cards, identification cards, security devices, employer credit cards, network access devices, computers, cell phones, smartphones, PDAs, pagers, fax machines, equipment, speakers, webcams, manuals, reports, files, books, compilations, work product, email messages, recordings, tapes, disks, thumb drives or other removable information storage devices, hard drives, negatives, and data and all Company documents and materials belonging to the Company and stored in any fashion, including but not limited to those that constitute or contain any Confidential Information or Work Product, that are in the possession or control of the Executive, whether they were provided to the Executive by the Company or any of its business associates or created by the Executive in connection with the Executive’s employment by the Company; and (ii) delete or destroy all copies of any such documents and materials not returned to the Company that remain in the Executive’s possession or control, including those stored on any non-Company devices, networks, storage locations, and media in the Executive’s possession or control.

  • Swap Obligations Neither the Company nor any of its Subsidiaries has incurred any outstanding obligations under any Swap Contracts, other than Permitted Swap Obligations. The Company has undertaken its own independent assessment of its consolidated assets, liabilities and commitments and has considered appropriate means of mitigating and managing risks associated with such matters and has not relied on any swap counterparty or any Affiliate of any swap counterparty in determining whether to enter into any Swap Contract.

  • Development Obligations 1. The College supports the development, production, and dissemination of copyrightable, trademarkable, patentable, and other intellectual properties by its employees. 2. It is understood that intellectual property developed by employees on or off College time, except for those materials for which the College had specifically contracted prior to June 9, 1998, shall remain the property of such employees, but shall continue to be used for the benefit of the College while the employee remains an employee of the College.

  • Provider Obligations A. PROVIDER will perform the Services in accordance with the standards of care, skill, and diligence expected of a qualified, competent and experienced professional in the provision of the type of services required under this Agreement. B. PROVIDER will obtain, maintain in effect, and pay the cost for all licenses, permits, or certifications that may be necessary for PROVIDER’s performance of this Agreement. C. PROVIDER represents and warrants that there are no obligations, commitments, third party rights, or impediments of any kind that will limit or prevent PROVIDER’s performance of the Services.

  • Company Obligations The Company agrees: (a) that until such time as Remus Capital no longer meets the Remus Minimum Ownership Threshold, and provided that the Remus Independent Nominee is able and willing to continue to serve on the Board, the Company will include each applicable Remus Independent Nominee in the Company’s slate of director nominees to stand for election to the Board at any meeting of Company stockholders at which directors are to be elected; (b) that until such time as Xxxxxxxx Xxxx no longer meets the Gaur Minimum Ownership Threshold, and provided that the Gaur Independent Nominee is able and willing to continue to serve on the Board, the Company will include each applicable Gaur Independent Nominee in the Company’s slate of director nominees to stand for election to the Board at any meeting of Company stockholders at which directors are to be elected; (c) that until such time as RTW no longer meets the RTW Designation Condition, and provided that the RTW Designated Director is able and willing to continue to serve on the Board, the Company will include each applicable RTW Designated Director as a Company Independent Nominee in the Company’s slate of director nominees to stand for election to the Board at any meeting of Company stockholders at which directors are to be elected; (d) to recommend, support and solicit proxies for each such Gaur Independent Nominee, Remus Independent Nominee or RTW Designated Director as a Company Independent Nominee, in each such case, in substantially the same manner as it recommends, supports and solicits proxies for any other members of such slate of director nominees; (e) to cause to be nominated a lead Independent Director (the “Lead INED”) of the Board, who shall serve at all times as chair or co-chair of the Board, and who initially shall be Xxxx Xxxxxx. The Company shall cause the Lead INED to be nominated as the Sponsor Nominee; and (f) from time to time and at all times on or prior to the second (2nd) anniversary of the Closings (as defined in the Business Combination Agreement), to cause Xxxx Xxxxxx to be the Lead INED; provided, that, at the time when such annual or special meeting of stockholders at which an election of directors is held or at the time when such written consent of the stockholders to elect one or more directors is entered into, Xxxx Xxxxxx (i) has not refused and continues to refuse to stand for re-election, (ii) is not unable to discharge the duties of the Lead INED due to death or incapacity or (iii) is not ineligible to serve as the Lead INED.

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