Conflict with Certain Existing Agreements Sample Clauses

Conflict with Certain Existing Agreements. To the extent that GENTA is not authorized under the GENTA THIRD PARTY AGREEMENTS to grant AVENTIS any of the rights set forth in this Section 13 with respect to the filing, prosecution, maintenance and/or enforcement of any of the GENTA PATENT RIGHTS, AVENTIS' rights under this Section 13 shall be limited to those which are permitted under the GENTA THIRD PARTY AGREEMENTS in a manner to effectuate, to the greatest extent, the intent and purposes of this Section 13.
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs
Conflict with Certain Existing Agreements. 2.2.1 Notwithstanding anything to the contrary in this AGREEMENT, the rights and licenses granted by GENTA to AVENTIS (and its AFFILIATES and MARKETING DISTRIBUTORS) hereunder and under the Global Supply Agreement are subject to the terms, conditions and provisions of the GENTA THIRD PARTY AGREEMENTS applicable thereto, such that AVENTIS (and its AFFILIATES and MARKETING DISTRIBUTORS) shall be subject to any restrictions or limitations on the rights granted to GENTA under the GENTA THIRD PARTY AGREEMENTS and any other obligations set forth in writing in such GENTA THIRD PARTY AGREEMENTS expressly applicable to sublicensees or sub-sublicensees (other than payment obligations). 2.2.2 Nothing in this Section 2.2 shall limit either Party's rights or remedies on account of any breach by such Party of its representations, warranties, covenants or agreements under Section 15.1 or Section 15.2 below.
Sample 1
Conflict with Certain Existing Agreements. To the extent that Indevus is not authorized under either the Mxxxxx License or the Supernus Agreement, to grant Esprit any of the rights set forth in this Article 8 with respect to the filing, prosecution, maintenance and/or enforcement of any of the Indevus Patent Rights, Esprit’s rights under this Article 8 shall be limited to those which are permitted under such agreements in a manner to effectuate, to the greatest extent, the intent and purposes of this Article 8.
Sample 1
Conflict with Certain Existing Agreements. 2.4.1. To the extent that GENTA is not authorized under one or more of the GENTA THIRD PARTY AGREEMENTS to grant AVENTIS any of the license rights set forth in Section 2.2 or Section 2.3 above, but GENTA would be authorized under the GENTA THIRD PARTY AGREEMENTS to grant such license rights to an entity owned equally by AVENTIS and GENTA, the grants under such sections shall not be effective; provided, however, that the Parties shall, upon AVENTIS' written request, promptly execute or cause to be executed such written agreements as are necessary to establish and grant said license rights to such entity on terms and conditions otherwise consistent with the provisions of this AGREEMENT, the Ex-U.S. Commercialization Agreement and the Global Supply Agreement, which terms and conditions shall not require the payment to GENTA of any additional fees or other amounts. 2.4.2. Notwithstanding anything to the contrary in this AGREEMENT, the rights and licenses granted by GENTA to AVENTIS (and its AFFILIATES and MARKETING DISTRIBUTORS) hereunder, and under the Global Supply Agreement are subject to the terms, conditions and provisions of the GENTA THIRD PARTY AGREEMENTS applicable thereto, such that AVENTIS (and its AFFILIATES and MARKETING DISTRIBUTORS) shall be subject to any restrictions or limitations on the rights granted to GENTA under the GENTA THIRD PARTY AGREEMENTS and any other obligations set forth in writing in such GENTA THIRD PARTY AGREEMENTS expressly applicable to sublicensees or sub-sublicensees (other than payment obligations). 2.4.3. Nothing in this Section 2.4 shall limit either Party's rights or remedies on account of any breach by such Party of its representations, warranties, covenants or agreements under Section 17.1 or Section 17.2 below.
Sample 1
Conflict with Certain Existing Agreements. To the extent that Indevus is not authorized under either the Xxxxxx License or the Shire Agreement to grant Odyssey any of the rights set forth in this Article 8 with respect to the filing, prosecution, maintenance and/or enforcement of any of the Indevus Patent Rights, Odyssey’s rights under this Article 8 shall be limited to those which are permitted under such agreements in a manner to effectuate, to the greatest extent, the intent and purposes of this Article 8.
Sample 1

Related to Conflict with Certain Existing Agreements

  • NO CONFLICT WITH EXISTING OBLIGATIONS Executive represents that Executive’s performance of all the terms of this Agreement does not and will not breach any agreement or obligation of any kind made prior to Executive’s employment by the Company, including agreements or obligations Executive may have with prior employers or entities for which Executive has provided services. Executive has not entered into, and Executive agrees that Executive will not enter into, any agreement or obligation, either written or oral, in conflict herewith.

  • Conflict With Other Agreement If there is a conflict between this Agreement and any other agreement relating to a Collateral Account, this Agreement will govern.

  • Conflict with Other Agreements In the event of any conflict between this Agreement (or any portion thereof) and any other agreement now existing or hereafter entered into, the terms of this Agreement shall prevail. No amendment or modification of this Agreement or waiver of any right hereunder shall be binding on any party hereto unless it is in writing and is signed by all of the parties hereto.

  • Conflict with Other Instruments The execution and delivery by the Company of the Agreement and the performance by the Company of its obligations thereunder, do not and will not: (i) conflict with or result in a breach of any of the terms, conditions or provisions of: (A) the charter documents of the Company; (B) any law applicable to or binding on the Company; or (C) any contractual restriction binding on or affecting the Company or its properties the breach of which would have a material adverse effect on the Company; or (ii) result in, or require or permit: (A) the imposition of any lien on or with respect to the properties now owned or hereafter acquired by the Company; or (B) The acceleration of the maturity of any debt of the Company, under any contractual provision binding on or affecting the Company;

  • Inconsistencies with Other Documents; Independent Effect of Covenants (a) In the event there is a conflict or inconsistency between this Agreement and any other Loan Document, the terms of this Agreement shall control; provided that, other than for purposes of Article XI, any provision of the other Loan Documents which imposes additional burdens on any Borrower or its Subsidiaries or further restricts the rights of such Borrower or its Subsidiaries or gives the Administrative Agent or any Lender additional rights shall not be deemed to be in conflict or inconsistent with this Agreement and shall be given full force and effect. (b) Each Borrower expressly acknowledges and agrees that each covenant contained in Article VIII, IX, or X hereof shall be given independent effect. Accordingly, no Borrower shall engage in any transaction or other act otherwise permitted under any covenant contained in Article VIII, IX, or X if, before or after giving effect to such transaction or act, such Borrower shall or would be in breach of any other covenant contained in Article VIII, IX, or X.

  • Conflict with LOC Documents In the event of any conflict between this Credit Agreement and any LOC Document (including any letter of credit application), this Credit Agreement shall control.

  • No Conflict With Other Instruments The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, constitute a default under, or terminate, accelerate or modify the terms of, any indenture, mortgage, deed of trust, or other material agreement or instrument to which the Company is a party or to which any of its assets, properties or operations are subject.

  • Conflicts with Other Agreements In the event of any conflict or inconsistency between the terms of this Agreement and any employment, severance or other agreement between the Company and the Participant, the terms of this Agreement shall govern.

  • Conflict with Issuer Documents In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.

  • Waivers and Supplemental Agreements with Consent of Holders With the consent of the Holders of Certificates of each Class representing Certificate Balances aggregating not less than 66% of the related Class Balance, (i) compliance by Xxxxxx Xxx with any of the terms of this Trust Agreement may be waived or (ii) Xxxxxx Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates issued under this Trust Agreement; provided, however, that no such waiver or Supplemental Agreement shall: (a) without the consent of all Certificateholders reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or (b) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Certificates pursuant to Section 3.03, (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding any other provision of this Trust Agreement, clause (b)(ii) of Section 7.02 shall be interpreted in a manner consistent with the requirements of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!