Commercial Matters. (i) This Agreement was undertaken in the ordinary course of business, not in contemplation of insolvency of the Bank, and with no intent to hinder, delay, or defraud the Bank or its creditors; (ii) this Agreement represents a bona fide and arm's length transaction; (iii) Funding is not an insider or affiliate of the Bank; (iv) this Agreement was entered into in return for adequate consideration; and (v) this Agreement was entered into before the first transfer of Receivables will be effected pursuant to this Agreement.
Commercial Matters. Subject to the provisions of Section 3.9, Sublicensee shall have sole responsibility for all activities and costs associated with marketing, advertising, promoting and selling the Products in the Sublicense Territory. Sublicensee shall use its commercially reasonable efforts to market and sell the Product in the Sublicense Territory, in order to maximize Net Sales. Without limiting Sublicensee’s commercially reasonable efforts obligation under this Section 7.4, Sublicensee shall (a) apply for all required authorizations, including pricing and reimbursement, from Regulatory Authorities in the Sublicense Territory as soon as reasonably and commercially practicable following completion of all appropriate clinical trials; and (b) make the first commercial sale of the Product in the Sublicense Territory as soon as reasonably and commercially practicable following the issuance of the marketing authorizations required for the manufacturing, distribution, marketing, sale and use of the Product in the Sublicense Territory and the completion of NHI (National Health Insurance) price listing.
Commercial Matters. Deliver to XXXXX or its designee a list of the names and contact information for any person or entity to which PFIZER has directly shipped Licensed Products within the twelve (12)-month period prior to the effective date of termination;
Commercial Matters. (i) Following the Effective Date, Titan shall obtain its own NDC numbers for the Licensed Products. Titan shall use Commercially Reasonable Efforts to have in place as soon as reasonably practicable after the Effective Date all authorizations from Governmental Authorities necessary for Titan to use such NDC number for the Licensed Products. Thereafter, Titan shall use its new NDC numbers on all invoices, orders and other communications with customers and Governmental Authorities and shall have no further right to use Braeburn’s NDC or to sell Licensed Products bearing the Braeburn NDC.
(ii) Titan shall be permitted to sell the Transferred Inventory in the United States that Titan acquires from Braeburn that bears Braeburn’s NDC during the Transition Period. After such time, all Products sold in the Territory must be packaged and labeled with Titan’s NDC.
(iii) Prior to the Effective Date, Braeburn maintained a patient assistance program for the Products in the United States. As soon as commercially reasonable following the Effective Date but in any event prior to the expiration of the Transition Period, Titan shall be responsible for establishing and maintaining its own patient assistance program for the Products in the Territory. Upon the establishment of Titan’s patient assistance program, Braeburn will cease providing any Transition Services related to the patient assistance program for Products in the Territory.
(iv) On or after the Effective Date, each Party’s respective government price calculation, reporting and certification obligations arising from sales or utilization of the Products in the United States shall be handled by the Parties in accordance with the following terms:
(A) The Parties acknowledge and agree that it is their expectation that [******************] (“[*******************”]) shall continue during the Transition Period to provide services with respect to the Governmental Price Calculations and Reporting that are materially similar to the services that **************** provided to Braeburn immediately prior to the Effective Date. Titan shall promptly notify Braeburn in advance of any lapse in or material change to the relationship with ************* that would affect any Governmental Price Calculations and Reporting for the Licensed Product bearing Braeburn’s NDC.
(B) Beginning with the reporting period in which the Effective Date occurs, Titan shall be responsible for timely calculating, reporting, and certifying all pricing infor...
Commercial Matters. (a) Rent
(i) Rent Payment Date:
(ii) Delivery Reference Rate: percent ( %)
(iii) Customisation Options Payment: $
(iv) Basic Rent at Delivery: $
(b) Aircraft Agreed Value
(c) Engine Agreed Value (each Engine) when not installed
Commercial Matters. Somaxon shall be solely responsible for conducting and paying for all commercialization matters relating to the Licensed Products, including any activities relating to sublicense of the Licensed Products, as well as the commercial development, marketing, promotion, manufacture, sale and distribution of the Licensed Products.
Commercial Matters. 10.1 The Company is not a party to:
10.1.1 any contract not made in the ordinary course of business;
10.1.2 any contracts for the purchase of materials, supplies or equipment which is in excess of the requirements of the Company for its normal operating purposes;
10.1.3 any sales agency, distribution, marketing, purchasing or licensing agreements other than those entered into in the ordinary course of business;
10.1.4 any joint venture or partnership or profit sharing arrangement or agreement;
10.1.5 any agreement under which the other party will have any additional rights (including the right to terminate), or the Company any additional obligations, as a result of the transfer of the Sale Shares to the Purchaser;
10.1.6 any sale or purchase option or agreement for the sale and purchase of any asset used by the Company in carrying on the business, except as disclosed in the Disclosure Letter;
10.1.7 any contract or arrangement under which the Company guarantees, grants an indemnity in respect of or grants security for the obligations of any other person;
10.1.8 any contract which cannot be terminated on a minimum of 12 months notice or which involves expenditure by the Company or payment to the Company of an amount in excess of US$ 50,000 in any twelve month period, except as disclosed in the Disclosure Letter;
10.1.9 any contract that, in accordance with the express provisions of the contract, may result in the Company having to make payment other than as consideration for goods or services received by the Company, whether by way of liquidated damages, early termination fee, compensation for not awarding further work or otherwise, save as set out in the Disclosure Letter;
10.1.10 any tender or contract proposal which could, without further action on the part of the Company, become a contract binding on it falling into one of the categories above.
10.2 There are no loans, guarantees, pledges, mortgages, charges, liens, debentures, encumbrances or unusual liabilities given or made by the Company and no person has given any guarantee of or security for any overdraft, loan or loan facility granted to, or obligation or liability of, the Company including any bank guarantee provided pursuant to the terms of any licence granted to the Company, except as disclosed in the Disclosure Letter.
10.3 The Company has no outstanding obligation for the payment or repayment of money in respect of monies borrowed or raised, under any loan securities issued by the Company, t...
Commercial Matters. (a) Rent
(i) Rent Payment Date:
(ii) [Delivery LIBOR Rate: percent ( %)]
(iii) Delivery Reference Rate: percent ( %)
(iv) Customization Options Payment: $ [(v)] Basic Rent at Delivery: $
Commercial Matters. Following the Closing, the Initial Purchaser and the Company shall use commercially reasonable efforts to enter into commercial agreements on the terms set forth in Exhibit F and such other customary terms, to take effect at the Initial Purchaser’s election; provided, however, that the Company shall be obligated to offer to the Initial Purchaser the terms set forth in Exhibit F only for so long as the Initial Purchaser (i) has not Transferred any of the Securities to any Person that is not a Permitted Transferee (excluding any Transfer made pursuant to Section 7(b)(iv)) and (ii) has not failed to exercise at least 50% of its Pro Rata Portion in connection with the pre-emptive rights described in Section 7(f) more than once following the Triggering Event Date.
Commercial Matters. Enter into, amend, modify or terminate (other than pursuant to the terms thereof) any contract or other agreement (i) that is not contemplated by an approved Business Plan and Annual Budget and (ii) the approval of which is not within the discretion of the President under the Policies;
