Existing Third Party Obligations Sample Clauses

Existing Third Party Obligations. 15.2.1 Within [[***]] Business Days following the Effective Date, Atara shall provide to Bayer a true and complete unredacted copy of each Existing Agreement. During the term of this Agreement, Atara shall: (i) keep Bayer reasonably informed of any material development pertaining to, including any request or proposal to amend or modify, an Existing Agreement, in each case that could reasonably be expected to adversely affect the rights and licenses granted to Bayer hereunder; (ii) not amend, or waive any right under, any Existing Agreement (in each case where such amendment or waiver could reasonably be expected to adversely affect the rights and licenses granted to Bayer hereunder) without the prior written consent of Bayer which consent shall not be unreasonably withheld or delayed; (iii) maintain each Existing Agreement in full force and effect; and (iv) perform its obligations thereunder, including any payment obligations due pursuant to any Existing Agreement. 15.2.2 With respect to any breach or default under any Existing Agreement that if uncured would enable the other party(ies) to such Existing Agreement to render non-exclusive or terminate the licenses granted to Atara thereunder (which would in turn render non-exclusive or terminate or have any other detrimental impact on Bayer’s interests with respect to the licenses granted to Bayer hereunder), Atara shall if notified of such breach or default or notified of the other party´s intention to notify: (i) give prompt written notice thereof to Bayer; (ii) cure such breach or default within the period of time as may be required pursuant to the applicable Existing Agreement; and (iii) provide Bayer with written confirmation thereof. In the event that Atara is unable to cure such breach or default within this required time period, Atara shall provide Bayer with prompt written notice thereof and, to the extent permitted under the applicable Existing Agreement, permit Bayer, in its sole discretion, to cure such breach or default within the relevant cure period on behalf of the Atara, if possible. All out-of-pocket sums expended by Bayer in the exercise of its rights under this section, and concomitant interest (at the rate set forth in Section 9.6.4) accruing shall be deducted by Bayer from any future sums due from Bayer to the Atara pursuant to this Agreement.
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Existing Third Party Obligations. [***] shall remain responsible for the payment of royalty, milestone, and other payment obligations, if any, due to Third Parties in connection with any Third Party License that exists as of the Effective Date and under which MeiraGTx Technology or MeiraGTx Research Technology has been licensed to MeiraGTx and is sublicensed to Xxxxxxx under Section 4.1 for Clinical IRD Products and Xxxxxxx Research IRD Products (the “Existing Third Party Obligations”). All such payments in respect of the Existing Third Party Obligations shall be made [***] in accordance with the terms of its agreements with the applicable Third Party License.
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Existing Third Party Obligations. UCB shall remain solely responsible for any obligations to pay milestones, royalties, and any other payments under the Upstream Licenses. ***.
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Existing Third Party Obligations. From the Execution Date until the end of the Term, Eidos shall: (i) keep Bayer reasonably informed of any material development pertaining to, including any request or proposal to amend or modify, [***] and not amend, or waive any material right under, [***] without the prior written consent of Bayer which consent shall not be unreasonably withheld, delayed or conditioned. (ii) maintain [***] in full force and effect; (iii) perform its obligations thereunder, including any payment obligations due pursuant to [***]; (iv) with respect to any breach or default under [***] that if uncured would enable [***], if notified of such breach or default or notified of the other party’s intention to notify: (A) give immediate written notice thereof to Bayer; (B) cure such breach or default within the period of time as may be required pursuant to [***], if such breach or default is curable; and (C) provide Bayer with written confirmation thereof.
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Related to Existing Third Party Obligations

  • Third Party Obligations 3.1. The THIRD PARTY shall:- 3.1.1. not divulge the Confidential Information to any party other than as provided for in this Confidentiality Agreement; 3.1.2. use the Confidential Information only for the purposes necessary in providing the services for which he is engaged by the AUTHORITY; and 3.1.3. make no commercial use of the Confidential Information or any part thereof. 3.2. Notwithstanding the foregoing, the THIRD PARTY shall be entitled to make any disclosure required by law of the Confidential Information and shall notify the AUTHORITY of so doing in accordance with the provisions of paragraph 6.

  • Obligations to Third Parties Each party warrants and represents that this Agreement does not conflict with any contractual obligations, expressed or implied, undertaken with any Third Party.

  • No Obligations to Third Parties Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, nor obligate any of the parties hereto, to any person or entity other than the parties hereto.

  • Provider Obligations A. PROVIDER will perform the Services in accordance with the standards of care, skill, and diligence expected of a qualified, competent and experienced professional in the provision of the type of services required under this Agreement. B. PROVIDER will obtain, maintain in effect, and pay the cost for all licenses, permits, or certifications that may be necessary for PROVIDER’s performance of this Agreement. C. PROVIDER represents and warrants that there are no obligations, commitments, third party rights, or impediments of any kind that will limit or prevent PROVIDER’s performance of the Services.

  • City Obligations a. To operate the Airport as a public airport during the Lease Term, subject to the assurances given by City to the United States Government. b. To make water, gas and wastewater service available to the Premises property on the same basis as it is made available to all business operating at the Airport. Lessee must promptly pay in full all utility usage charges for water, gas, wastewater, electricity and other utilities supplied to the Premises during the Lease Term as the charges become due and payable.

  • Parties Obligations The Parties’ obligations under this Agreement will continue notwithstanding the existence of a Material Change.

  • Surety Obligations No Borrower or Subsidiary is obligated as surety or indemnitor under any bond or other contract that assures payment or performance of any obligation of any Person, except as permitted hereunder.

  • Licensee Obligations 3.1 The Licensee is responsible for the installation, operation and maintenance of telecommunication lines, equipment, software and other arrangements necessary for the Licensee to receive the Licensed Data from the LME. 3.2 The Licensee shall comply with the terms of any notified and commercially reasonable policy issued by the LME regarding the use of LME Data, including where applicable, any requirements to report to the LME and/or pay fees to the LME in respect of certain transactions undertaken by the Licensee using LME Data, or as otherwise required under the terms of such policy. 3.3 The Licensee shall procure and ensure the Licensee Personnel's compliance with the terms of this Agreement, and shall be entirely liable and responsible for any non-compliance and loss relating to such non-compliance (such being considered a breach by the Licensee).

  • Service Provider Obligations Service Provider shall make the Software and the Services required for provisioning the Software (Software and Services hereinafter together and individually may also be referred to as “Service” or “Services”) available to Customer as described in the Services Description and in the Services Specific Terms (together hereinafter referred to as “Services Description”) referenced in the Order Forms and according to the terms and conditions of this Agreement. Service Provider may amend the Services from time to time, provided that such amendments shall not materially diminish the overall Service. Service Provider aims to provide the Software access to Customer within two (2) working days upon the Effective Date, unless otherwise set forth in the Services Description. The Software may consist of a web application provided to Customer in form of a software as a service solution and a mobile application to be installed by Customer on its mobile device. The agreed scope and quality of the Services is exclusively set forth in the Services Description. Public statements concerning the Service made by Service Provider or its agents will only take form when expressively confirmed by Service Provider in writing. Notwithstanding section 7.1, information and specifications contained within the Services Description shall not qualify as warranty or guarantee with regards to the Service’s quality or as any other kind of guarantee, unless they have been confirmed as such by Service Provider in writing. Service Provider may update and improve the Services from time to time; any such Updates, meaning software that remedies "Defects" (as defined in section 7.4) in the Services and/or may include minor improvements of the Services, are included in the Agreement. In addition to Updates, Service Provider may offer Upgrades and/or Add-On Services to the Services, where “Upgrades” mean new capabilities or functionalities of the Services and “Add-On Services” either mean (i) new and/or additional functionality packages in form of separate modules to the Services, or (ii) integrations or connection applications with other Hilti or third party software applications. Upgrades and Add-On Services are only subject to the Agreement, if ordered separately and paid for by Customer, where additional terms and conditions may apply.

  • Customer Obligations 41.1. The Customer undertakes to use the Services strictly in accordance with the Contract and such other conditions as may be notified in writing to the Customer by Comtact from time to time and in accordance with the relevant provisions of the Communications Xxx 0000 with any other applicable laws and regulations, any directions given by the Director General of the office of Telecommunications or other competent authority. 41.2. The Customer will ensure that neither the Customer nor anyone under their control may use the Services:- o as a means of communication for a purpose other than that for which the Services are provided or in a manner in which constitutes a violation or infringement of the rights of any other party; o to make offensive, indecent, menacing, nuisance or hoax calls or calls of a defamatory character or fraudulently or in connection with a criminal offence. 41.3. The Customer hereby indemnifies and shall keep indemnified Comtact against all liabilities, claims, damages, losses and expenses arising from any breach of the Customer’s obligations in clause 41.2 and against any claim which is made against Comtact and/or the TSP because the Services are misused in any way by the Customer. Comtact or TSP reserve the right to take further action as specified in clause 46. 41.4. In respect of LCR Services the Customer is responsible for checking that the Customer is not currently in a contract with any other supplier(s) before changing over the line rental or LCR services to Comtact. Comtact will not be liable for any cancellation charges or other fees charged by the Customer’s previous supplier. 41.5. The Customer will comply with current regulations for NGNs which includes but is not limited to the following: o the Customer will provide the caller pricing information for each number wherever the number is printed or published. o the Customer will notify callers of undue delays between a call being connected and the caller accessing the service o where required the Customer will obtain prior permission for premium rate numbers 41.6. Comtact cannot be held responsible for any costs, consequential or otherwise, incurred by the Customer in preparation for the commencement of services until such time that Comtact confirms the activation of NGN number(s). The Customer should not undertake any marketing activities or publication of numbers until an order confirmation has been received from Comtact.

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