Counterparty Agreement Sample Clauses
A Counterparty Agreement clause defines the terms and conditions governing the relationship between the parties involved in a contract. It typically outlines the roles, responsibilities, and obligations of each party, and may specify how communications, payments, or performance are to be handled between them. By clearly establishing the framework for interaction, this clause helps prevent misunderstandings and disputes, ensuring that both parties are aware of their commitments and the expectations for the contractual relationship.
Counterparty Agreement. (a) The Seller shall perform and comply in all material respects with its duties and obligations under the Counterparty Agreement, including the obligation to fund on a timely basis any amounts due to Counterparty related to the Counterparty’s clinical development efforts under the Second Generation Corrector Research Plan, and shall otherwise act as reasonably instructed from time to time by the Purchaser under the Counterparty Agreement and in respect of the Purchased Assets and Licensed Products. The Seller (i) shall not forgive, release or compromise any amount owed to or becoming owing to it under the Counterparty Agreement, (ii) shall not assign, amend, modify, supplement, restate, waive, cancel or terminate (or consent to any cancellation or termination of) the Counterparty Agreement, in whole or in part, (iii) shall not materially breach any of the provisions of the Counterparty Agreement, (iv) shall not enter into any new agreement or legally binding arrangement in respect of the Purchased Assets or any Licensed Product, (v) shall not waive any obligation of, or grant any consent to, Counterparty under or in respect of the Purchased Assets or any Licensed Product and (vi) shall not agree to do any of the foregoing, except, in each case, as reasonably instructed by the Purchaser. The Seller shall promptly (and in any case within five (5) Business Days) deliver to the Purchaser copies of all fully-executed or definitive writings related to the matters set forth in clauses (ii), (iv) or (v) or (vi).
(b) The Seller shall not, except as set forth in Section 5.5(a)(i) or as reasonably instructed by the Purchaser, grant or withhold any consent, exercise or waive any right or option, fail to exercise any right or option or exercise or fail to exercise any action in respect of, affecting or relating to the Purchased Assets or the Counterparty Agreement (including the entry into any agreement contemplated by the penultimate sentence of Section 1.25.4 of the Counterparty Agreement).
(c) Promptly (and in any case within five (5) Business Days) after (i) receiving notice from Counterparty (A) terminating the Counterparty Agreement (in whole or in part) or any of its obligations thereunder, (B) alleging any breach of or default under the Counterparty Agreement by the Seller, (C) asserting the existence of any facts, circumstances or events that, alone or together with other facts, circumstances or events, could reasonably be expected (with or without the giving...
Counterparty Agreement. (a) Other than the Transaction Documents, the Counterparty Agreement, the First and Second Agreements (and their associated documents), that certain letter agreement dated October 17, 2014 from Counterparty to the Seller, and that certain letter agreement dated October 27, 2014 between the purchasing entities of the Superior Royalty Interest and Seller, there is no contract, agreement or other arrangement (whether written or oral) to which the Seller or any of its Subsidiaries is a party or by which any of their respective assets or properties is bound or committed (i) that creates a Lien on, affects or otherwise relates to the Purchased Assets, any Licensed Product or the Counterparty Agreement, or (ii) for which breach, nonperformance, cancellation or failure to renew would be a Material Adverse Change.
(b) Attached as Exhibit D hereto is a true, correct and complete copy of the Counterparty Agreement. The Seller has provided to the Purchaser true, correct and complete copies of (i) any confidentiality agreement relating thereto and (ii) except for the monthly flash reports and the quarterly reports produced by Counterparty pursuant to the Counterparty Agreement in respect of sales of Licensed Products, all material notices and correspondences delivered to, or by, the Seller pursuant to, or relating to, the Purchased Assets, the Research Program (including without limitation any correspondence with Counterparty regarding Second Generation Corrector Compounds (as defined in the Counterparty Agreement), any Licensed Product or the Counterparty Agreement since January 1, 2011 that are not subject to a confidentiality agreement. Seller will provide any monthly flash reports and quarterly reports produced by Counterparty pursuant to the Counterparty Agreement in respect of sales of Licensed Products upon execution of this Purchase and Sale Agreement.
(c) The Counterparty Agreement is in full force and effect and is the legal, valid and binding obligation of the Seller and Counterparty, enforceable against the Seller and Counterparty in accordance with its terms, subject, as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar Applicable Laws affecting creditors’ rights generally and general equitable principles. The execution and delivery of, and performance of obligations under, the Counterparty Agreement were and are within the powers of the Seller and, to the Knowledge of the Seller, Counterparty. The Counterparty Ag...
Counterparty Agreement. The Counterparty to the Interest Rate Protection Agreement, by its execution of this Assignment, hereby consents to the above collateral assignment and the other terms hereof (including, without limitation, the second sentence of Paragraph 4 hereof), and Assignor and Counterparty agree that, so long as any Obligations remain unsatisfied, the Counterparty will make any payments to become payable under or pursuant to the Interest Rate Protection Agreement directly to Assignee until such time as this Assignment is terminated or otherwise canceled, at which time the Counterparty will be instructed to make payments to or on behalf of Assignor. All amounts paid to Assignee pursuant to the terms hereof arising out of the assignment of the Interest Rate Protection Agreement shall be deposited into an account designated by the Agent and distributed in accordance with the provisions of the Loan Agreement. Counterparty shall be entitled to rely on the instructions of Assignee without any duty to investigate the authenticity or validity of such instructions.
Counterparty Agreement. Other than the Transaction Documents, the Counterparty Agreement, the First and Second Agreements (and their associated documents), that certain letter agreement dated October 17, 2014 from Counterparty to the Seller, and that certain letter agreement dated October 27, 2014 between the purchasing entities of the Superior Royalty Interest and Seller, there is no contract, agreement or other arrangement (whether written or oral) to which the Seller or any of its Subsidiaries is a party or by which any of their respective assets or properties is bound or committed (i) that creates a Lien on, affects or otherwise relates to the Purchased Assets, any Licensed Product or the Counterparty Agreement, or (ii) for which breach, nonperformance, cancellation or failure to renew would be a Material Adverse Change.
Counterparty Agreement. Buyer shall, within five (5) days of the execution of this Agreement, complete, execute and deliver to Seller, the Counterparty Identification Form attached hereto as Exhibit H and made a part hereof.
Counterparty Agreement. The Counterparty Agreement shall be in full force and effect.
Counterparty Agreement. (a) Other than the Transaction Documents, the Master Agreement, the Counterparty Agreement and the Counterparty Agreement Guarantee, there is no written contract to which the Transferor is a party or by which any of its assets or properties is bound or committed that relates to the Transferred Assets or the Products for which breach, nonperformance, cancellation or failure to renew would have a Material Adverse Effect.
(b) The Counterparty Agreement is in full force and effect and is the legal, valid and binding obligation of the Transferor and, to the knowledge of the Transferor, the Counterparty, enforceable against the Transferor and, to the knowledge of the Transferor, the Counterparty in accordance with its terms, subject, as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar Applicable Laws affecting creditors’ rights generally, general equitable principles and principles of public policy.
(c) Except as provided in the Counterparty Agreement, the Transferor is not a party to any agreement providing for a sharing of, or providing for or permitting any Set-off against, the Retained Royalty Payments payable under the Counterparty Agreement to the Transferor.