CONVEYANCE OF INFORMATION/INVENTORY Sample Clauses

CONVEYANCE OF INFORMATION/INVENTORY. (a) Within thirty (30) days following the Effective Date, Abbott and Myogen shall work together to (i) identify information and documents under Abbott's and its Affiliates' control involving the Compound that wilx xx xxxful to Myogen in the transfer of development activities hereunder and (ii) establish a timeline for delivery of such information and documents. Abbott shall convey such information to Myogen in accordance with such timeline, but in no event later than ninety (90) days following its identification by the parties. For purposes of this Section 3.1, information shall not be deemed under Abbott's and its Affiliates' control if such information is protectex xx xxxfidentiality agreements with third parties; provided, however, that Abbott shall provide Myogen with notice that such information is subject to third party confidentiality obligations at the time of its identification. With respect to such protected information, Abbott shall use reasonable efforts to obtain the consent of such third parties to release the protected information to Myogen.
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CONVEYANCE OF INFORMATION/INVENTORY. (a) Within forty-five (45) days following the Effective Date, Abbott shall convey to DAS most of the information under Xxxxxx'x and its Affiliates' control involving the Compound, the Process Technology and Pharmaceutical Uses of the Compound, including but not limited to all information relating to Patents and Know-How, worldwide regulatory documentation, draft and final clinical reports, toxicity study reports, manufacturing protocol and batch records, claims related to potential violations of any third party rights, and all collaborative research agreements in the possession of Abbott, its Affiliates and agents, but excluding raw data sources which are not customarily required for regulatory submission (e.g., laboratory notebooks and other laboratory databases) and all information related to non-Pharmaceutical Uses of the Compound. Abbott shall use reasonable efforts in good faith to provide any remaining information in the following forty-five (45) days. Abbott will promptly provide DAS any other such information of which it becomes aware during the term of this Agreement. With regard to information from raw data sources, in the event that such information is requested from DAS by a Regulatory Authority, Abbott shall use reasonable efforts to provide DAS with such information. If such information is requested for other purposes, Abbott shall use reasonable efforts to provide DAS with such information pursuant to SECTION 3.3 of this Agreement or, if SECTION 3.3 is no longer applicable or if DAS so requests, [******]. For purposes of this SECTION 3.1, information shall not be deemed under Xxxxxx'x and its Affiliates' control if such information is protected by confidentiality agreements with third parties. With respect to such protected information, Abbott shall use reasonable efforts to obtain the consent of such third parties to release the protected information to DAS. [******] Confidential Treatment Requested. The confidential portions have been filed separately with the Securities & Exchange Commission.
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CONVEYANCE OF INFORMATION/INVENTORY. (a) On or before June 1, 2002, Abbott shall convey to Empire the information under Xxxxxx’x and its Affiliates’ control involving the Compound, including but not limited to all information relating to Patents and Know-How, worldwide regulatory documentation, draft and final clinical reports and data, toxicity study reports, annual safety reports (if any) for the previous few years, manufacturing protocol and batch records, production methodologies, claims related to potential violations of any third party rights, registration information, any collaborative research agreements in the possession of Abbott, its Affiliates and agents, and all other pertinent and proprietary information and files related to the Compound, but excluding raw data sources which are not customarily required for regulatory submission (e.g., laboratory notebooks and other laboratory databases). In addition, Abbott shall use reasonable efforts to transfer to Empire Xxxxxx’x interests in [***], such transfers being subject, in all respects, to applicable Regulatory Approvals. With regard to information from raw data sources, in the event that such information is requested from Empire by a Regulatory Authority, Abbott shall use reasonable efforts to provide Empire with such information. If such information is requested for other purposes, Abbott shall use reasonable efforts to provide Empire with such information at a cost of [***] per hour of Abbott employee time to compile such information. For purposes of this Section 3.1, information shall not be deemed under Xxxxxx’x and its Affiliates’ control if such information is protected by confidentiality agreements with third parties. With respect to such protected information, Abbott shall use reasonable efforts to obtain the consent of such third parties to release the protected information to Empire.
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Related to CONVEYANCE OF INFORMATION/INVENTORY

  • Furnishing of Information and Inspection of Receivables The Servicer will furnish or cause to be furnished to the Administrative Agent and each Lender from time to time such information with respect to the Pool Receivables and the other Collateral as the Administrative Agent or any Lender may reasonably request. The Servicer will, at the Servicer’s expense, during regular business hours with prior written notice, (i) permit the Administrative Agent and each Lender or their respective agents or representatives to (A) examine and make copies of and abstracts from all books and records relating to the Pool Receivables or other Collateral, (B) visit the offices and properties of the Servicer for the purpose of examining such books and records and (C) discuss matters relating to the Pool Receivables, the other Collateral or the Servicer’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers, directors, employees or independent public accountants of the Servicer (provided that representatives of the Servicer are present during such discussions) having knowledge of such matters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the Servicer’s expense, upon prior written notice from the Administrative Agent, permit certified public accountants or other auditors acceptable to the Administrative Agent to conduct a review of its books and records with respect to the Pool Receivables and other Collateral; provided, that the Servicer shall be required to reimburse the Administrative Agent for only one (1) such review pursuant to clause (ii) above in any twelve-month period unless an Event of Default has occurred and is continuing.

  • Supply of Information The Republic agrees to deliver or cause to be delivered to each Stock Exchange copies of such documents as may be reasonably required for the purpose of obtaining such listing.

  • Furnishing of Information and Inspection of Records The Borrower will furnish to the Deal Agent, each Lender, the Backup Servicer and the Collateral Agent, from time to time, such information with respect to the Loans and Contracts as may be reasonably requested, including, without limitation, a computer file or other list identifying each Loan and Contract by pool number, account number and dealer number and by the Outstanding Balance and identifying the Obligor on such Loan or Contract. The Borrower will, at any time and from time to time during regular business hours, upon reasonable notice, permit the Deal Agent, each Lender, the Backup Servicer and the Collateral Agent, or its agents or representatives, to examine and make copies of and abstracts from all Records, to visit the offices and properties of the Borrower for the purpose of examining such Records, and to discuss matters relating to the Loans or Contracts or the Borrower’s performance hereunder and under the other Transaction Documents with any of the officers, directors, employees or independent public accountants of the Borrower having knowledge of such matters; provided, however, that the Deal Agent, each Lender and the Collateral Agent each acknowledges that in exercising the rights and privileges conferred in this Section 5.1(m) it or its agents and representatives may, from time to time, obtain knowledge of information, practices, books, correspondence and records of a confidential nature and in which the Borrower has a proprietary interest. The Deal Agent, each Lender and the Collateral Agent each agrees that all such information, practices, books, correspondence and records are to be regarded as confidential information and agrees that it shall retain in strict confidence and shall use its reasonable efforts to ensure that its agents and representatives retain in strict confidence, and will not disclose without the prior written consent of the Borrower, any such information, practices, books, correspondence and records furnished to them except that it may disclose such information: (i) to its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives (provided that such Persons are informed of the confidential nature of such information); (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Deal Agent, any Lender, the Collateral Agent or its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives; (iii) to the extent such information was available to the Deal Agent, any Lender or the Collateral Agent on a non-confidential basis prior to its disclosure hereunder; (iv) to the extent the Deal Agent, any Lender or the Collateral Agent should be (A) required under the Transaction Documents or in connection with any legal or regulatory proceeding or (B) requested by any bank regulatory authority to disclose such information; or (v) to any Lender or prospective assignee or Lender; provided, that the relevant Lender shall notify such prospective assignee or Lender of the confidentiality provisions of this Section 5.1(m).

  • Accuracy of Information No information, exhibit or report furnished by the Borrower or any of its Subsidiaries to the Administrative Agent or to any Lender in connection with the negotiation of, or compliance with, the Loan Documents contained any material misstatement of fact or omitted to state a material fact or any fact necessary to make the statements contained therein not misleading.

  • Availability of Information The Company will cooperate with each holder of any Restricted Securities in supplying such information as may be necessary for such holder to complete and file any information reporting forms presently or hereafter required by the Commission as a condition to the availability of an exemption from the Securities Act for the sale of any Restricted Securities. The Company will furnish to each holder of any Warrants, promptly upon their becoming available, copies of all financial statements, reports, notices and proxy statements sent or made available generally by the Company to its stockholders, and copies of all regular and periodic reports and all registration statements and prospectuses filed by the Company with any securities exchange or with the Commission.

  • Accuracy of Information, etc No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or statement furnished to the Administrative Agent or the Lenders or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as of the date of this Agreement), any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not misleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Agents and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

  • Termination of Information and Inspection Covenants The covenants set forth in Sections 2.1 and 2.2 shall terminate as to Investors and be of no further force or effect when the sale of securities pursuant to a registration statement filed by the Company under the Act in connection with the firm commitment underwritten offering of its securities to the general public is consummated or when the Company first becomes subject to the periodic reporting requirements of Sections 12(g) or 15(d) of the 1934 Act, whichever event shall first occur.

  • Release of Information The Trustee shall promptly respond to any and all reasonable requests for information concerning the Trust Account or the Assets held therein by any of the parties to this Trust Agreement. Furthermore, the Trustee shall fully and completely respond to any direct inquiries of the Insurance Commissioner, or any of its representatives, concerning the Trust Account or the Assets held hereunder, including, detailed inventories of securities or funds, and the Trustee shall permit the Insurance Commissioner, or its representatives, to examine and audit all securities or funds held hereunder. The Trustee shall promptly provide notice to the Beneficiary and the Grantor concerning all such inquiries, and shall provide seven (7) days prior notice to the Beneficiary and the Grantor of all such examinations and audits.

  • Accuracy of Information Furnished All information furnished to Buyer by Seller is true, correct and complete in all material respects. Such information states all material facts required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements are made, true, correct and complete.

  • Sharing of Information Seller shall allow Buyer to exchange information related to Seller and the Transactions hereunder with third party lenders and Seller shall permit each third party lender to share such information with Buyer.

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