EMEA Single Presence Countries Sample Clauses

EMEA Single Presence Countries. The Parties acknowledge that the list of EMEA Single Presence Countries is intended to reflect those -48- <PAGE> countries in which the Parties have respective Marketing Presences, but that no Party may challenge the definition of EMEA Single Presence Country after the Effective Date on the basis of such definition. If requested by a Party, however, the EMEA Operating Board will consider whether the definitions of EMEA Single Presence Countries should be modified. From the Effective Date (or, if a country in the EMEA is designated an EMEA Single Presence Country by the EMEA Operating Board after the Effective Date, from the date of such designation), the Parties agree that the provisions of this Agreement, including the provisions attached hereto as Exhibit 3, will govern the rights and obligations of the Parties in the EMEA Single Presence Countries, and whichever of S-P and M has the single presence in the EMEA Single Presence Country shall ensure that an Affiliate shall comply with the provisions of this Agreement and the provisions contained in such Exhibit 3. Section 3.2.9.
Sample 1
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EMEA Single Presence Countries. (1) Sales of Cholesterol Products in the Field in EMEA Single Presence Countries shall be governed by the provisions of Section 3.2.8 and the EMEA Single Presence Country Exhibit attached hereto as Exhibit 3. -23- <PAGE> (d) EMEA Marketing Authorization Holder. (1) As soon as reasonably practicable following the execution and delivery of this Agreement and in any event within sixty (60) days of the execution and delivery of this Agreement, the Singapore Partnership will form within the European Economic Area an entity to serve as marketing authorization holder with respect to the European Economic Area (the "MAH"). The MAH's name shall include the names of both M and S-P (or their designated Affiliates) and shall be agreed to by M and S-P. As soon as practicable after the execution of this Agreement, the MAH shall enter into agreements with EMEA supply, distribution and promotional entities in the European Economic Area in the form attached hereto as Exhibit 4 (with such variations as may be necessary to comply with local laws and regulations), and any other agreements that the Parties agree are required or desirable in the EMEA. Such agreements shall include one or more agreements under which an Affiliate of S-P agrees to serve as the "Qualified Person" as defined in Directives 2001/83/EC and 91/356/EEC for the Ezetimibe Monotherapy Product (the "S-P QP"). Under such agreement(s) the S-P QP shall undertake the general responsibilities of a Qualified Person for the Ezetimibe Monotherapy Product for the European Economic Area and its obligations shall include batch release and disposition decisions, import testing, stability testing and all other technical/quality investigations, for the European Economic Area as well as the EMEA. The S-P QP shall be compensated in a manner consistent with the Toll Fee calculated pursuant to the template of the Toll Packaging Agreement set forth in Exhibit 6 hereto. An Affiliate of M acting as toll packager pursuant to paragraph (f) below shall enter into one or more agreements with the Affiliate of S-P under which the M Affiliate shall furnish to the S-P QP such data and services regarding its operations as toll packager for the Ezetimibe Monotherapy Product as the S-P QP may reasonably require to discharge its responsibilities as a Qualified Person. For the avoidance of doubt, an Affiliate of M will serve as the "Qualified Person" as defined in Directives 2001/83/EC and 91/356/EEC for the Combination Products (the "M QP")...
Sample 1
EMEA Single Presence Countries. With respect to EMEA Single Presence Countries, the Singapore Partnership will own and an Affiliate of M or S-P which has the single presence in that EMEA Single Presence Country shall have the exclusive right to use in those countries the E Monotherapy U.S. Trademark, the Z/E Combination Product U.S. Trademark and the M/E Combination Product U.S. Trademark and any back-up trademarks related thereto. (d) EMEA Co-Branding Countries - S-P. With respect to the EMEA Co-Branding Countries, the Singapore Partnership will own and an S-P Local Affiliate will have the exclusive right to use in those countries, the E Monotherapy U.S. Trademark and, if such use would be commercially impracticable as determined by S-P in its reasonable good faith judgment or prohibited by regulatory or statutory laws, rules or regulations in an EMEA Co-Branding Country, a back-up trademark that is not confusingly similar to the E Monotherapy U.S. Trademark filed in that country; provided, however, that if S-P elects to use a back-up trademark in respect of the E Monotherapy U.S. Trademark, (i) S-P shall lose the right to use the E Monotherapy U.S. Trademark and (ii) M may elect either to have the exclusive use of the E Monotherapy U.S Trademark or the exclusive use of any one other back up trademark (that is not confusingly similar to the trademark used by S-P) filed in that country. An M Local Affiliate shall be entitled to use any back-up trademark that is not confusingly similar to the E Monotherapy U.S. Trademark filed in an EMEA Co-Branding Country, other than any back-up trademark required to be used by an S-P Local Affiliate in that country. (e) EMEA Co-Branding Countries - M. With respect to the EMEA Co-Branding Counties, the Singapore Partnership will own and the M Local Affiliate will have the exclusive right to use in those countries, the Z/E Combination Product U.S. Trademark and the M/E Combination Product U.S. Trademark and, if such use would be commercially impracticable as determined by M in its reasonable good faith judgment or prohibited by regulatory or statutory laws, rules or regulations in an EMEA Co-Branding Country, a back-up trademark that is not confusingly similar to the Z/E Combination Product U.S. Trademark filed in that country; provided, however, that if M elects to use a back-up trademark in respect of either the Z/E Combination Product U.S. Trademark or the M/E Combination Product U.S. Trademark, (i) M shall lose the right to use such Z/E Combination P...
Sample 1
EMEA Single Presence Countries. (1) Sales of Cholesterol Products in the Field in EMEA Single Presence Countries shall be governed by the provisions of Section 3.2.8 and the EMEA Single Presence Country Exhibit attached hereto as Exhibit 3.
Sample 1
EMEA Single Presence Countries. With respect to EMEA Single Presence Countries, the Singapore Partnership will own and an Affiliate of M or S-P which has the single presence in that EMEA Single Presence Country shall have the exclusive right to use in those countries the E Monotherapy U.S. Trademark, the Z/E Combination Product U.S. Trademark and the M/E Combination Product U.S. Trademark and any back-up trademarks related thereto.
Sample 1

Related to EMEA Single Presence Countries

  • Environmental Laws and Hazardous Substances Except to the extent that any of the following would not have a Material Adverse Effect (including financial reserves, insurance policies and cure periods relating to compliance with applicable laws and Permits) and are used in such amounts as are customary in the Ordinary Course of Business in compliance with all applicable Environmental Laws, the Credit Parties represent and warrant to Lender that, to the best knowledge of each of the Credit Parties: (i) the Credit Parties have not generated, used, stored, treated, transported, manufactured, handled, produced or disposed of any Hazardous Materials, on or off any of the premises of the Credit Parties (whether or not owned by the Credit Parties) in any manner which at any time violates any Environmental Law or any Permit, certificate, approval or similar authorization thereunder; (ii) the operations of the Credit Parties comply in all material respects with all Environmental Laws and all Permits certificates, approvals and similar authorizations thereunder; (iii) there has been no investigation, Proceeding, complaint, order, directive, claim, citation or notice by any Governmental Authority or any other Person, nor is any of same pending or, to Credit Parties’ knowledge, threatened; and (iv) the Credit Parties do not have any liability, contingent or otherwise, in connection with a release, spill or discharge, threatened or actual, of any Hazardous Materials or the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Material.

  • Standard Hazard Insurance and Flood Insurance Policies (a) For each Mortgage Loan, the Master Servicer shall enforce any obligation of the Servicers under the related Servicing Agreements to maintain or cause to be maintained standard fire and casualty insurance and, where applicable, flood insurance, all in accordance with the provisions of the related Servicing Agreements. It is understood and agreed that such insurance shall be with insurers meeting the eligibility requirements set forth in the applicable Servicing Agreement and that no earthquake or other additional insurance is to be required of any Mortgagor or to be maintained on property acquired in respect of a defaulted loan, other than pursuant to such applicable laws and regulations as shall at any time be in force and as shall require such additional insurance.

  • Hazardous Waste Throughout the term of this Lease, Tenant shall not undertake or permit any Environmental Activity (as such term is hereinafter defined) other than (i) in compliance with all applicable laws and ordinances and all rules, orders and regulations, present or future, ordinary or extraordinary, foreseen or unforeseen) of any federal, state or local governmental authority (hereinafter collectively referred to as "Legal Requirements"), and (ii) in such a manner as shall keep the premises, the Building and the Land free from any lien imposed pursuant to any Legal Requirement in respect of such Environmental Activity. Tenant shall take all necessary steps to ensure that any Environmental Activity undertaken or permitted at the premises is undertaken in a manner as to provide prudent safeguards against potential risks to human health or the environment. Tenant shall notify Landlord within 24 hours of the release of any Hazardous Materials (as such term is hereinafter defined) from or at the premises which could form the basis of any claim, demand or action by any party. Landlord shall have the right, from time to time, at Tenant's expense, to conduct an environmental audit or such other examinations, tests, inspections and reviews of the premises as Landlord, in its sole discretion, shall deem necessary, appropriate or desirable and Tenant shall cooperate in the conduct of any such environmental audit, examination, test, inspection or review. If Tenant shall breach the covenants provided in this Article, then, in addition to any other rights and remedies which may be available to landlord pursuant to this Lease or otherwise at law, Landlord may require Tenant to take all actions, or to reimburse Landlord for the costs of any and all actions taken by Landlord, as are necessary, appropriate or desirable to cure such breach. for purposes of this Article, the term "Environmental Activity" means any use, storage, installation, existence, release, threatened release, discharge, generation, abatement, removal, disposal, handling or transportation from, under, into or on the leased premises of (a) any "hazardous substance" as defined in any federal statute, (b) petroleum, crude oil or any fraction thereof, natural gas or synthetic gas used for fuel, and (c) any additional substances or materials which at such time are classified or considered to be hazardous or toxic under the laws of the State of New York or any other Legal Requirements the materials described in clauses (a) through (c) being collectively referred to as "Hazardous Materials". The provisions of subparagraph (j) of Article 6 of this Lease shall be applicable to any failure by Tenant to comply with or keep or perform the provisions of this Article. The obligations of Tenant under this Article shall survive the expiration or sooner termination of the term of this Lease.

  • Environmental Laws and Hazardous Materials The Company and its subsidiaries are in compliance with all foreign, federal, state and local rules, laws and regulations relating to the use, treatment, storage and disposal of hazardous or toxic substances or waste and protection of health and safety or the environment which are applicable to their businesses (“Environmental Laws”). There has been no storage, generation, transportation, handling, treatment, disposal, discharge, emission, or other release of any kind of toxic or other wastes or other hazardous substances by, due to, or caused by the Company or any of its subsidiaries (or, to the Company’s Knowledge, any other entity for whose acts or omissions the Company or any of its subsidiaries is or may otherwise be liable) upon any of the property now or previously owned or leased by the Company or any of its subsidiaries, or upon any other property, in violation of any law, statute, ordinance, rule, regulation, order, judgment, decree or permit or which would, under any law, statute, ordinance, rule (including rule of common law), regulation, order, judgment, decree or permit, give rise to any liability; and there has been no disposal, discharge, emission or other release of any kind onto such property or into the environment surrounding such property of any toxic or other wastes or other hazardous substances with respect to which the Company or any of its subsidiaries has knowledge.

  • Definition of Hazardous Materials For purposes of this Lease, the term “Hazardous Material” or “Hazardous Materials” shall mean any hazardous or toxic substance, material, product, byproduct, or waste, which is or shall become regulated by any governmental entity, including, without limitation, the County acting in its governmental capacity, the State of California or the United States government.

  • Entry on Mortgaged Property Enter the Mortgaged Property and take exclusive possession thereof and of all books, records and accounts relating thereto or located thereon. If Mortgagor remains in possession of the Mortgaged Property following the occurrence and during the continuance of an Event of Default and without Mortgagee’s prior written consent, Mortgagee may invoke any legal remedies to dispossess Mortgagor.

  • Matters Relating to Flood Hazard Properties (a) Evidence, which may be in the form of a letter from an insurance broker or a municipal engineer, as to whether (1) any Closing Date Mortgaged Property is a Flood Hazard Property and (2) the community in which any such Flood Hazard Property is located is participating in the National Flood Insurance Program, (b) if there are any such Flood Hazard Properties, such Loan Party’s written acknowledgement of receipt of written notification from Administrative Agent (1) as to the existence of each such Flood Hazard Property and (2) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program, and (c) in the event any such Flood Hazard Property is located in a community that participates in the National Flood Insurance Program, evidence that Company has obtained flood insurance in respect of such Flood Hazard Property to the extent required under the applicable regulations of the Board of Governors of the Federal Reserve System.

  • HAZARDOUS SUBSTANCE CONDITIONS If a Hazardous Substance Condition occurs, unless Lessee is legally responsible therefor (in which case Lessee shall make the investigation and remediation thereof required by Applicable Requirements and this Lease shall continue in full force and effect, but subject to Lessor's rights under Paragraph 6.2(c) and Paragraph 13), Lessor may at Lessor's option either (i) investigate and remediate such Hazardous Substance Condition, if required, as soon as reasonably possible at Lessor's expense, in which event this Lease shall continue in full force and effect, or (ii) if the estimated cost to investigate and remediate such condition exceeds twelve (12) times the then monthly Base Rent or $100,000 whichever is greater, give written notice to Lessee within thirty (30) days after receipt by Lessor of knowledge of the occurrence of such Hazardous Substance Condition of Lessor's desire to terminate this Lease as of the date sixty (60) days following the date of such notice. In the event Lessor elects to give such notice of Lessor's intention to terminate this Lease, Lessee shall have the right within ten (10) days after the receipt of such notice to give written notice to Lessor of Lessee's commitment to pay for the excess costs of (a) investigation and remediation of such Hazardous Substance Condition to the extent required by Applicable Requirements, over (b) an amount equal to twelve (12) times the then monthly Base Rent or $100,000, whichever is greater. Lessee shall provide Lessor with the funds required of Lessee or satisfactory assurance thereof within thirty (30) days following said commitment by Lessee. In such event this Lease shall continue in full force and effect, and Lessor shall proceed to make such investigation and remediation as soon as reasonably possible after the required funds are available. If Lessee does not give such notice and provide the required funds or assurance thereof within the time period specified above, this Lease shall terminate as of the date specified in Lessor's notice of termination.

  • Use of Hazardous Materials Tenant shall not cause or permit any Hazardous Materials to be used, stored, discharged, released or disposed of in the Premises or cause any Hazardous Materials to be used, stored, discharged, released or disposed of in, from, under or about, the Property, or any other land or improvements in the vicinity of the Property, excepting only the types and minor quantities of Hazardous Materials which are normally used in connection with Tenant’s permitted use, operation and maintenance of the Premises and then only in strict accordance with all Legal Requirements, including all Environmental Laws (“Permitted Substances”). Tenant shall, at its own expense, procure, maintain in effect and comply with all conditions of any and all permits, licenses, and other governmental and regulatory approvals required for Tenant’s use of Hazardous Materials at the Premises, including, without limitation, discharge of appropriately treated materials or wastes into or through any sanitary sewer serving the Buildings. Tenant shall in all respects handle, treat, deal with and manage any and all Tenant’s Hazardous Materials in total conformity with all Environmental Laws and prudent industry practices regarding management of such Hazardous Materials. Without limiting the foregoing, if any Tenant’s Hazardous Materials result in contamination of the Buildings, or any soil or groundwater in, under or about the Property in each case to the extent the presence of same amounts to a violation of any Legal Requirement or poses a threat to human health or safety, Tenant, at its expense, shall promptly take all actions necessary to return the Buildings and/or the Property, to the condition existing prior to the appearance of the Tenant’s Hazardous Material, subject to Landlord’s right to approve Tenant’s proposed remediation method. On or prior to the Termination Date, Tenant shall cause all Tenant’s Hazardous Materials in, on, under or about the Buildings to be removed in accordance with and in compliance with all Legal Requirements. Tenant shall promptly notify Landlord and obtain Landlord’s written approval before taking any remedial action in response to the presence of any Tenant’s Hazardous Materials or entering into any settlement agreement, consent decree or other compromise with respect to any claims relating to Tenant’s Hazardous Materials.

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