Failure to Obtain Approval and Consent Sample Clauses

Failure to Obtain Approval and Consent. In the event that MPI is unable to obtain any approval or consent required from a Collaborative Partner in connection with the transfer and assignment of MPI Retained Rights under any MPI Existing or Future Collaboration Agreement (referred to as "Nonassigned MPI Retained Rights"), MPI shall, in consultation with and at the direction of MBI, take such reasonable actions as shall be necessary to confer the benefits of any Nonassigned MPI Retained Rights to MBI, including undertaking research or development work, granting sublicenses to relevant patent rights and know how to MBI or its designees and taking such other reasonable actions as may be agreed upon by the Parties, in all cases at the expense of MBI.
Sample 1
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Failure to Obtain Approval and Consent. In the event that MBI is unable to obtain any approval or consent required from a Collaborative Partner in connection with the transfer and assignment of MBI Retained Rights under any MBI Collaboration Agreement (referred to as "Nonassigned MBI Retained Rights"), MBI shall, in consultation with and at the direction of MPI, take such reasonable actions as shall be necessary to confer the benefits of any Nonassigned MBI Retained Rights to MPI, including undertaking research and development work, granting sublicenses to relevant patent rights and know-how to MBI or its designees and taking such other reasonable actions as may be agreed upon by the Parties, in all cases at the expense of MPI.
Sample 1
Failure to Obtain Approval and Consent. In the event that MPI or an MPI Subsidiary is unable to obtain any approval or consent required from a Collaborative Partner in connection with the transfer and assignment of MPI Retained Rights under any MPI Existing or Future Collaboration Agreement (referred to as "Nonassigned MPI Retained Rights"), MPI shall, and shall contractually require each such MPI Subsidiary to, in consultation with and at the direction of MPMx, take such commercially reasonable actions as shall be necessary to confer the benefits of any Nonassigned MPI Retained Rights to MPMx, including undertaking research or development work, granting sublicenses to relevant patent rights and know-how to MPMx or its designees and taking such other reasonable actions as may be agreed upon by the parties, in all cases at the expense of MPMx.
Sample 1
Failure to Obtain Approval and Consent. In the event that MPMx is unable to obtain any approval or consent required from a Collaborative Partner in connection with the transfer and assignment of MPMx Retained Rights under any MPMx Collaboration Agreement (referred to as "Nonassigned MPMx Retained Rights"), MPMx shall, in consultation with and at the direction of MPI (or, at MPI's request, the MPI Subsidiary whose core field is involved) take such commercially reasonable actions as shall be necessary to confer the benefits of any Nonassigned MPMx Retained Rights to MPI (or, at the request of MPI, the MPI Subsidiary whose core field is involved) including undertaking research and development work, granting sublicenses to relevant patent rights and know-how to MPI (or, at the request of MPI, the MPI Subsidiary whose core field is involved) or its designees and taking such other commercially reasonable actions as may be agreed upon by the parties, in all cases at the expense of MPI or the MPI Subsidiary whose core field is involved.
Sample 1

Related to Failure to Obtain Approval and Consent

  • Authorization, Approval, etc No authorization, approval, or other action by, and no notice to or filing with, any governmental authority, regulatory body or any other Person is required either

  • Governmental and Third-Party Notices and Consents (a) Each Party shall use its Reasonable Best Efforts to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities, and to effect all registrations, filings and notices with or to Governmental Entities, as may be required for such Party to consummate the transactions contemplated by this Agreement and to otherwise comply with all applicable laws and regulations in connection with the consummation of the transactions contemplated by this Agreement.

  • Authorization and Consents All necessary corporate action has been taken to authorize, and all necessary consents and authorities have been obtained and remain in full force and effect to permit, each Security Party to enter into and perform its obligations under this Agreement, the Note and the Security Documents and, in the case of the Borrower to borrow, service and repay the Facility and, as of the date of this Agreement, no further consents or authorities are necessary for the service and repayment of the Facility or any part thereof;

  • Authorization; Approvals The issuance of the Policy and the execution, delivery and performance of this Agreement and the Insurance Agreement have been duly authorized by all necessary corporate proceedings. No further approvals or filings of any kind, including, without limitation, any further approvals of or further filings with any governmental agency or other governmental authority, or any approval of the Insurer’s board of directors or stockholders, are necessary for the Policy, this Agreement and the Insurance Agreement to constitute the legal, valid and binding obligations of the Insurer.

  • Authorizations and Consents No authorization, consent, approval, exemption, franchise, permit or license of, or filing with, any governmental or public authority or any third party is required to authorize, or is otherwise required in connection with the valid execution and delivery by the Borrower of this Agreement, the Notes, and the Security Instruments, or any other instrument contemplated hereby, the repayment by the Borrower of advances against the Notes and interest and fees provided in the Notes and this Agreement, or the performance by the Borrower of its obligations under any of the foregoing.

  • Certain Approvals 19 Section 5.24

  • Affirmation and Consent The Administrative Agent shall have received, with counterparts for each Lender, a duly executed copy of an Affirmation and Consent, dated as of the Amendment Effective Date, in form and substance satisfactory to the Administrative Agent, duly executed and delivered by each of the Loan Parties (other than the Borrowers).

  • Authority; No Conflict; Required Filings and Consents (a) iPrint and Sub have all requisite corporate power and authority to execute and deliver this Agreement and all other documents to which they are or will be parties (the "iPrint Transaction Documents") and to consummate the ---------------------------- transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings on the part of the iPrint or Sub are necessary to authorize this Agreement and the other iPrint Transaction Documents and the transactions contemplated hereby and thereby. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, the valid and binding obligations of iPrint and/or Sub, enforceable against iPrint and/or Sub, as the case may be, in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and (ii) general principles of equity.

  • Non-Contravention; Approvals and Consents (a) The execution and delivery of this Agreement by EUA do not, and the performance by EUA of its obligations hereunder and the consummation of the Merger and other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of EUA or any of its Subsidiaries or any of the terms, conditions or provisions of (i) the EUA Trust Agreement or the certificates or articles of incorporation or organization or bylaws (or other comparable charter documents) of EUA's Subsidiaries, or (ii) subject to the obtaining of EUA Shareholders' Approval, EUA Required Consents, EUA Required Statutory Approvals and the taking of any other actions described in this Section 4.04, (x) any statute, law, rule, regulation or ordinance (together, "laws"), or any judgment, decree, order, writ, permit or license (together, "orders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "Governmental Authority") applicable to EUA or any of its Subsidiaries or any of their respective assets or properties, or (y) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "Contracts") to which EUA or any of its Subsidiaries is a party or by which EUA or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such conflicts, violations, breaches, defaults, payments or reimbursements, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not reasonably be expected to have an EUA Material Adverse Effect.

  • Filings and Consents As promptly as practicable after the execution of this Agreement, each party to this Agreement (a) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other transactions contemplated by this Agreement, and (b) shall use all commercially reasonable efforts to obtain all Consents (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger and the other transactions contemplated by this Agreement. The Company shall (upon request) promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period.

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