Diligence with Future Rights Sample Clauses

Diligence with Future Rights. [***] therewith (collectively, the “Amended Performance Milestones”), then, subject to Section 2.3(c), CSMC may, at its option and as its sole remedy for Licensee’s non- performance of the Amended Performance Milestones with respect to that Future Right, upon written notice to Licensee, convert all rights in such Future Right to a non-exclusive license or a co-exclusive license, or terminate the license with respect to that particular Future Right, subject to the provisions of Section 2.3(d). Notwithstanding the foregoing, prior to CSMC exercising such option, Licensee shall have the opportunity to cure any failure to perform the Amended Performance Milestones for a period of sixty (60) days after receipt of written notice from CSMC of its intent to exercise its option. If CSMC elects to terminate a Future Right after Licensee’s failure to cure, CSMC may thereafter dispose of its rights in such Future Right as it sees fit in its sole discretion without accounting to Licensee, except as otherwise set forth in Section 2.3(d). For the avoidance of doubt, and notwithstanding anything to the contrary herein, the terms of this Section 2.3(b) shall apply to all patents and patent applications that were or are Future Patent Rights since the Effective Date of the Original License as so indicated on Schedule A to the Seventh Amendment hereto; provided, that the Diligence Period for the Future Patent Rights enumerated therein shall begin on the Seventh Amendment Date and continue for a period of twenty-four (24) months thereafter. *Portions of this exhibit have been excluded because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.
Sample 1
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Related to Diligence with Future Rights

  • Accuracy of Representations and Compliance with Conditions All ---------------------------------------------------------- representations and warranties of Buyer contained in this Agreement shall be true and accurate when made and, except (a) as a result of the taking of any action contemplated hereby or (b) insofar as any representation or warranty relates to any specified earlier date, shall be true and accurate as of the Closing Date, as though such representations and warranties were then made by Buyer; and Buyer shall have performed and complied with all of its covenants and agreements set forth in this Agreement to be performed or complied with at or before the Closing.

  • Conditions Precedent to all Transactions Buyer’s agreement to enter into each Transaction (including the initial Transaction) is subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect to the consummation thereof and the intended use of the proceeds of the sale:

  • ACCURACY OF REPRESENTATIONS AND WARRANTIES AND COMPLIANCE WITH OBLIGATIONS The representations and warranties of Purchaser contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though made at and as of that time except: (i) for changes specifically permitted by or disclosed pursuant to this Agreement; and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. Purchaser shall have performed and complied in all material respects with all of its obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. Purchaser shall have delivered to the Sellers a certificate, dated as of the Closing Date, and signed by an executive officer thereof, certifying that such representations and warranties are true and correct, and that all such obligations have been performed and complied with, in all material respects.

  • Conditions Precedent to All Purchases and Reinvestments Each purchase (including the initial purchase) and each reinvestment shall be subject to the further conditions precedent that:

  • Conditions Precedent to All Purchases Each Purchase (including the initial Purchase) hereunder shall be subject to the further conditions precedent that:

  • Representation, Warranties and Agreements of Portfolio Manager Portfolio Manager represents and warrants that:

  • Representations, Warranties and Covenants of the Mortgage Loan Seller and the Purchaser (a) The Mortgage Loan Seller hereby makes, as of the date hereof (and, in connection with any replacement of a Defective Loan (as defined in Section 4(f) hereof) with one or more Qualified Substitute Mortgage Loans (also as defined in Section 4(f) hereof), pursuant to Section 5(a) hereof, as of the related date of substitution), to and for the benefit of the Purchaser, each of the representations and warranties set forth in Exhibit B-1. The Purchaser hereby makes, as of the date hereof, to and for the benefit of the Mortgage Loan Seller, each of the representations and warranties set forth in Exhibit B-2.

  • Seller’s Representations, Warranties and Covenants Seller hereby represents, warrants and covenants to Buyer as follows:

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS Each Purchaser hereby represents and warrants to the Company, and covenants with the Company, severally and not jointly, as follows:

  • Buyer’s Representations, Warranties and Covenants Buyer represents, warrants and covenants:

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