IBP Diligence Obligations Sample Clauses

IBP Diligence Obligations. IBP shall have the sole and absolute discretion to make all decisions relating to marketing and other commercialization activities with respect to any Compound, compound within a Compound Set or any Product, provided that IBP may delegate the conduct and completion of such activities to its Affiliates, its Sublicensees, or any Third Party subcontractors, subject to the terms of this Agreement. However, notwithstanding the foregoing or anything to the contrary contained herein, each License to a Compound Set that is not a Reserved Set is expressly subject to (i) IBP’s continuing to use commercially reasonable efforts consistent with standards typically made by a [ * ] to proceed with the development of a Lead Compound in accordance with the Work Plan and (ii) following commercialization of a Product associated with such Lead Compound, IBP’s continuing to use commercially reasonable efforts consistent with standards typically made by a [ * ] to market and sell the Product. In the event that IBP no longer wishes t o use such efforts, IBP shall promptly notify Diversa in writing of the same, and the License with respect to such Compound Set shall immediately terminate in accordance with the terms of this Agreement. In the event that Diversa believes that IBP is no longer using such efforts with respect to a Compound Set, then Diversa shall promptly notify IBP in writing of the same, and the Parties shall discuss such failure during the following [ * ]. If Diversa, after such [ * ] day period, believes that IBP has not remedied its failure to use such efforts, Diversa shall so notify IBP in writing, and IBP may then exercise its rights under Section 10.3 as a Defaulting Party thereunder to cure such default prior to Diversa’s terminating the License to such Compound Set. If, within the period specified in such notice, IBP has not cured such default with respect to such Compound Set, the License to such Compound Set shall immediately terminate.
Sample 1
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Related to IBP Diligence Obligations

  • Diligence Obligations NN shall use commercially --------------------- reasonable efforts to achieve each of the following diligence obligations, for at least one Zid Embodiment in the ZSS, no later than the applicable deadline. The standard diligence time periods that ZGI and NN intend to be included in a Pre-Negotiated License under SECTION 7.8 in the situation where a Xxx Xxxx, Zid Protein or a Soluble Embodiment is the Product are recited below. However, both ZGI and NN recognize that specific circumstances surrounding a particular Zid Embodiment may lead the parties to negotiate one or more different diligence time period(s) within a particular Pre-Negotiated License. Under the standard diligence time periods, NN must:

  • Condition to the Obligations of the Parties The obligations of all of the parties to consummate the Closing are subject to the satisfaction of all the following conditions:

  • Performance Obligations The Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing.

  • Licensee Obligations Licensee shall monitor and censor all Content on the websites associated with the Licensed Domain Names, including without limitation Content posted by end users. Licensor shall also have the right to monitor and censor Content of the websites associated with Licensed Domain Names. Licensee shall remove any offending Content, including, but not limited to, any illegal materials, pornographic, obscene or sexually explicit materials, materials of a violent nature, or politically sensitive materials, from such websites as soon as possible after it becomes aware of such offending Content but in no event later than the timeframe prescribed by the Governmental Authority after receipt of oral or written notice from Licensor or such Governmental Authority. Licensee’s failure to comply with this Section 3.3(a) shall be deemed a material breach of this Agreement. Without limiting the foregoing obligations, Licensee acknowledges that Licensor shall have the right to remove such offending Content from the websites associated with Licensed Domain Names.

  • CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SELLER The obligation of Seller to proceed with any Closing under this Agreement is subject to the fulfillment prior to or at the time of Closing of the following conditions with respect to Purchaser, any one or more of which may be waived in whole or in part by Seller:

  • Conditions Precedent to the Obligations of Sellers The obligation of Sellers to consummate the transactions contemplated by this Agreement is subject to the satisfaction (or waiver by Seller) at or prior to the Closing Date of each of the following conditions:

  • Royalty Obligations Part 2.7(e) of the Disclosure Schedule contains a complete and accurate list and summary of all royalties, fees, commissions, and other amounts payable by the Seller to any Person (other than sales commissions paid to employees according to the Seller’s standard commissions plan) upon or for the sale, or distribution of any Seller Product or the use of any Seller IP.

  • Client Obligations The Client shall supply and deliver to the Consultant all documentation and information relating to the Client and the Client’s business as may be reasonably requested by the Consultant in connection with the performance of the Services by the Consultant. Such information and documentation shall, to the best of the Client’s knowledge, be accurate and complete in all material respects at the time furnished. The Client will promptly notify the Consultant if it learns of any material misstatement in, or material omission from, any information previously delivered to Consultant. The Consultant may rely, without independent verification, on the accuracy and completeness of all information furnished by the Client. The Client understands that the Consultant shall not be liable for independently verifying the accuracy of such information and shall not be liable for any inaccuracies therein.

  • Diligence Materials The Company has provided to the Representative and Representative Counsel all materials required or necessary to respond in all material respects to the diligence request submitted to the Company or Company Counsel by the Representative.

  • Servicer’s Notice Obligations The Issuer shall cause the Servicer to comply with all of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (including, but not limited to, under Sections 3.02, 4.08, 4.10, 4.11, 4.12, 4.15, 5.09 and Article IX thereof).

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