Compliance with the SGI In-Licenses Sample Clauses

Compliance with the SGI In-Licenses. 3.8.1 Licensee, its Affiliates and Sublicensees shall comply with all obligations, covenants and conditions of the SGI In-Licenses listed in Schedule C applicable to Licensee and its Affiliates and Sublicensees, and any amendments thereto following written disclosure thereof to Licensee, that apply under each of the SGI In-Licenses. The Parties agree that BMS is a Third Party beneficiary of this Agreement solely to the extent SGI Technology licensed to Licensee hereunder includes technology sublicensed by SGI under the BMS Agreement. 3.8.2 SGI will not [***] any [***] to an [***] that [***] or [***] of the [***] hereunder [***].
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Compliance with the SGI In-Licenses. 4.4.1. EOS, its Affiliates and Sublicensees agree to comply with those covenants and conditions of the SGI In-Licenses disclosed to EOS by SGI in advance and attached hereto in SCHEDULE E, as if they were a party to the SGI In-Licenses. The Parties agree that [***] are Third-Party beneficiaries to this Agreement with respect to SGI Technology that includes technology sublicensed under the [***] and/or the [***]. 4.4.2. SGI will not enter into any amendment to an SGI In-License that imposes additional obligations on EOS, or diminishes EOS's rights, without the prior written consent of EOS. In the event of any amendment or termination of any SGI In-License set forth on SCHEDULE E that relates to technology sublicensed to EOS under such SGI In-License, SGI shall notify EOS no later than fifteen (15) days before the execution of any proposed amendment to or termination of an SGI In-License. In the case of an amendment, such notification will include disclosure of the material terms of the proposed amendment to an SGI In-License, including all terms ---------- [***] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. applicable to EOS. If EOS elects to accept an amendment to an SGI In-License, SCHEDULES B AND E shall be amended to reflect the amended terms of the SGI In-License. If EOS does not elect to accept an amendment to an SGI In-License, [***] and if EOS does not [***] then the existing Agreement and all its terms or conditions shall continue to govern.
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Compliance with the SGI In-Licenses. 3.4.1 Licensee, its Affiliates and Sublicensees shall comply with all obligations, covenants and conditions of the SGI In-Licenses listed in Schedule C (unless such obligations, conditions or covenants have been redacted by SGI in the version of SGI In-License delivered to Licensee), and any amendments thereto following written disclosure thereof to Licensee, to the extent (i) expressly applicable to sublicensees under such SGI In-Licenses, and (ii) technology included within such SGI In-License is being utilized in the Research Program or is incorporated into a Licensed Product. Licensee shall be entitled to all rights expressly provided sublicensees under the terms of the SGI In-Licenses, including but not limited to the rights provided under [*]. The Parties agree that BMS is a Third Party beneficiary to this Agreement to the extent SGI Technology includes BMS Technology. SGI shall use best efforts to include in each SGI In-License executed after the Effective Date a provision requiring the licensor of such rights to treat Licensee as a direct licensee under the terms of such SGI In-License in the event that such SGI In-License is terminated; provided that Licensee is then in compliance with the terms of such SGI In-License. 3.4.2 SGI shall perform all obligations required to be performed by it under each SGI In-License in accordance with the terms and conditions of each such SGI In-License, and SGI will use its Commercially Reasonable Efforts to maintain each SGI In-License in full force and effect. SGI will not [*]. In the event that SGI receives notice of a material breach of any SGI In-License, SGI shall immediately inform Licensee of receipt of such notice. 3.4.3 SGI will not [*] any [*] to an [*] that [*].
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Compliance with the SGI In-Licenses. 4.4.1. EOS, its Affiliates and Sublicensees agree to comply with those covenants and conditions of the SGI In-Licenses disclosed to EOS by SGI in advance and attached hereto in Schedule E, as if they were a party to the SGI In-Licenses. The Parties agree that [*] are Third-Party beneficiaries to this Agreement with respect to SGI Technology that includes technology sublicensed under the [*] and/or the [*]. 4.4.2. SGI will not enter into any amendment to an SGI In-License that imposes additional obligations on EOS, or diminishes EOS’s rights, without the prior written consent of EOS. In the event of any amendment or termination of any SGI In-License set forth on Schedule E that relates to technology sublicensed to EOS under such SGI In-License, SGI shall notify EOS no later than [*] ([*])[*] before the execution of any proposed amendment to or termination of an SGI In-License. In the case of an amendment, such notification will include disclosure of the material terms of the proposed amendment to an SGI In-License, including all terms applicable to EOS. [*].
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Compliance with the SGI In-Licenses. 4.5.1. GNE, its Affiliates and Sublicensees agree to comply with those covenants and conditions of the SGI In-Licenses disclosed to GNE by SGI in advance and attached hereto in Schedule D, and any amendments thereto upon written disclosure thereof to GNE, as if GNE were a party to the SGI In-Licenses. The Parties agree that BMS is a Third-Party beneficiary to this Agreement to the extent SGI Technology includes technology sublicensed under the BMS Agreement. 4.5.2. SGI will not [***] any [***] to an [***] that [***] or[***] of the [***] hereunder [***].
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Compliance with the SGI In-Licenses. 3.4.1 Licensee, its Affiliates and Sublicensees shall comply with all obligations, covenants and conditions of the SGI In-Licenses listed in Schedule C, and any amendments thereto following written disclosure thereof to Licensee, that apply under each of the SGI In-Licenses. The Parties agree that BMS is a Third Party beneficiary to this Agreement to the extent SGI Technology includes technology sublicensed under the BMS Agreement. 3.4.2 SGI will not enter into any amendment to an SGI In-License that imposes additional monetary obligations on Licensee or materially reduces the scope of the licenses granted to Licensee hereunder without the prior written consent of Licensee.
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Compliance with the SGI In-Licenses 
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Related to Compliance with the SGI In-Licenses

  • Compliance with the Laws and Agreements; No Defaults (a) Each of the Borrower and each Subsidiary is in compliance with all Governmental Requirements applicable to it or its Property and all agreements and other instruments binding upon it or its Property, and possesses all licenses, permits, franchises, exemptions, approvals and other governmental authorizations necessary for the ownership of its Property and the conduct of its business, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (b) Neither the Borrower nor any Subsidiary is in default nor has any event or circumstance occurred which, but for the expiration of any applicable grace period or the giving of notice, or both, would constitute a default or would require the Borrower or a Subsidiary to Redeem or make any offer to Redeem under any indenture, note, credit agreement or instrument pursuant to which any Material Indebtedness is outstanding or by which the Borrower or any Subsidiary or any of their Properties is bound. (c) No Default has occurred and is continuing.

  • Compliance with the Laws ISSUER has complied with, and is not in violation of any federal, state or local statue, law, and/or regulation pertaining to ISSUER. ISSUER has complied with all federal and state securities laws in connection with the issuance, sale and distribution of its securities.

  • Compliance with the Law The Parties agree to comply fully with all applicable federal, state, and local statutes, ordinances, rules, and regulations applicable to their entity in connection with the programs contemplated under this Agreement.

  • Compliance with the Sxxxxxxx-Xxxxx Act There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply in all material respects with any provision of the Sxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Sxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

  • Compliance with the Agreement Within 10 days of this Agreement, the board of directors of the Bank shall appoint a committee (the “Compliance Committee”) to monitor and coordinate the Bank’s compliance with the provisions of this Agreement. The Compliance Committee shall include a majority of outside directors who are not executive officers or principal shareholders of the Bank, as defined in Sections 215.2(e)(1) and 215.2 (m)(1) of Regulation O of the Board of Governors (12 C.F.R. §§ 215.2(e)(1) and 215.2(m)(1). At a minimum, the Compliance Committee shall meet at least monthly, keep detailed minutes of each meeting, and report its findings to the board of directors of the Bank.

  • Compliance with TIA Every amendment, waiver or supplement of this Indenture or the Securities shall comply with the TIA as then in effect.

  • Compliance with the Securities Act The Registration Statement has been prepared and filed by the Company in conformity with the Securities Act and the applicable instructions and Regulations. The Commission has not issued any order preventing or suspending the use of any prospectus or preliminary prospectus filed with the Registration Statement or any amendments thereto. At the time the Registration Statement becomes effective (the "Effective Date") and at the time that any post-effective amendments thereto become effective and at all times subsequent thereto up to the Termination Date (as defined in Section 3(d) hereof), the Registration Statement and Prospectus (as amended or as supplemented) will contain all statements which are required to be stated therein in accordance with the Securities Act and the Regulations and will in all respects conform to the requirements of the Securities Act and the Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and each preliminary prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

  • COMPLIANCE WITH THE ACT All matters related to the operations of the Company not specifically addressed herein must be addressed in accordance with the Act. The Company must comply with all other provisions of the Act in order to stay compliant with the law.

  • Compliance with Material Agreements Borrower shall, and shall cause each of its Subsidiaries to, comply in all material respects with all Senior Documents, material agreements, indentures, mortgages or documents binding on it or affecting its properties or business.

  • Compliance with Agreements and Applicable Laws The Seller shall comply with all federal, state and local laws and regulations applicable to it and the Purchaser Assets, including those relating to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices, privacy, licensing and taxation, except to the extent that the failure to so comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

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