Compliance with Certain Agreements. Novartis shall comply with, and shall cause its Affiliates to comply in all material respects with the terms of any agreements through which Novartis or its Affiliates are granted rights or licenses relating to the Novartis IP, except where the failure to so comply with such agreements could not reasonably be expected to adversely effect Reliant’s ability to perform its obligations under this Agreement. Novartis shall use commercially reasonable efforts to (i) cause the counterparty to any such agreements to perform under such agreements and (ii) retain its rights to the Novartis IP to the extent necessary to discharge its obligations under this Agreement with respect to the Products, including, without limitation, granting the rights and licenses granted to Reliant under this Agreement.
Compliance with Certain Agreements. Anything herein to the contrary notwithstanding, without Ceding Company’s prior written consent, Reinsurer will not cause to be issued any New Policy to any state or federally chartered credit union operating in the United States. In the event that BBI does not agree to terminate the BBI Marketing Agreement at or prior to the Effective Time, then anything herein to the contrary notwithstanding, without Ceding Company’s prior written consent, Reinsurer will not cause to be issued any New Policy or cause to be renewed any Existing Policy in Maine, New Hampshire, Vermont, Massachusetts, Rhode Island, West Virginia, Connecticut, Pennsylvania, New Jersey, Delaware or New York other than through BBI.
Compliance with Certain Agreements. The Partnership acknowledges that from and after the Closing Date, it will be bound by and will comply (and will cause BRI OP to comply) with the terms of the agreements listed on Schedule 2.10 hereto, as if the Partnership were a party to such agreements and that the Class A Preferred Limited Partners and Class B Limited Partners shall be able to enforce such agreements as third party beneficiaries of such agreements. Nothing in this Agreement shall constitute an amendment to, or diminish or alter any rights or obligations contained in, any of the agreements listed on Schedule 2.10.
Compliance with Certain Agreements. VIVUS is in compliance in all material respects with, and will at all times remain in compliance in all material respects with, and has not received any notice of breach pursuant to any agreement relating to the manufacture of Product. To the Knowledge of VIVUS, as of the Effective Date, (i) Sanofi is not in breach of the Manufacturing and Supply Agreement, and (ii) Sanofi is in compliance with such agreement in all material respects.
Compliance with Certain Agreements. (i) Perform and observe all of its obligations to each Securityholder and each holder of Registrable Securities (as defined in the Registration Agreement) pursuant to this Agreement, the Notes, the Warrants, the Registration Agreement, the Stockholders Agreement, the Company's Articles of Incorporation and each other agreement or document executed and delivered to the Purchasers or any Securityholder pursuant hereto and (ii) subject to the terms and conditions set forth therein, perform and observe all of its rights and obligations under the Share Option Purchase Agreement, including without limitation, the exercise of each of the options to purchase the shares pursuant to the terms thereof, and perform and observe all of its rights and obligations under the Xxxxxxxx Purchase Agreement. 3E.
Compliance with Certain Agreements. Each Obligor is in compliance with the provisions of each of its financing agreements with floor plan lenders and franchise agreements, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.
Compliance with Certain Agreements. The Borrower shall comply, and, as applicable, shall cause the General Partner and the Owner to comply, with all of the terms, conditions and obligations of the Borrower, the Owner and the General Partner under the Management Agreement, the Development Agreement, the Equity Option Agreement, the Brookdale Option Agreement, the Senior Loan Documents and the Intercreditor Agreement.
Compliance with Certain Agreements. After the Closing, the Buyer agrees to be bound, insofar as it relates to the MMIC Business, by the provisions of (i) the Settlement Agreement dated February 23, 1995 between Westinghouse Electric Corporation and TI, but only to the extent included in the Assumed Obligations, and (ii) the Supplemental Agreement, dated as of August 28, 1997, between TI and the Seller.
Compliance with Certain Agreements. Borrower shall perform and fulfill all of its obligations under the License Agreement and the Research Agreement as necessary to maintain Borrower's rights in such agreements in full force and effect in all material respects. Borrower shall provide written notice to Lender within five (5) Business Days of Borrower's receipt of any notice from any other parties to the License Agreement or the Research Agreement proposing or threatening to terminate any such agreement.
Compliance with Certain Agreements. Each CTI Party shall observe and perform all the conditions and obligations to be observed and performed by it under each contract, license or other agreement relating to the Product, all in accordance with the terms and conditions thereof, including without limitation the SKI Agreement except (i) where the observance or performance therewith is contested in good faith by appropriate proceedings or (ii) where the failure to observe or perform does not have, or could not reasonably be expected, in the aggregate, to have, a Material Adverse Effect. CTI will provide written notice to PharmaBio within five (5) business days of any receipt by any CTI Party of any notice from any of the other parties to such contracts, licenses, or agreements proposing or threatening to terminate any such contract, license, or agreement.
