Limitations on Decision-Making Authority Sample Clauses

Limitations on Decision-Making Authority. Neither Party may exercise its final decision-making authority during the License Term: (i) to require the other Party to perform any Development activities for which it is not responsible under this Agreement or, subject to Section 5.2, to amend the Development Plan in such a way that it no longer meets the Development Plan Guidelines set forth in Exhibit B (the “Development Plan Guidelines”); (ii) to resolve any dispute as to what level of effort constitutes Commercially Reasonable Efforts; (iii) to decide to conduct, sponsor, fund or otherwise support a clinical study, including a Territory-Specific Clinical Trial or a Post-Approval Clinical Study that would materially and adversely affect the Development or Commercialization of the Licensed Product in the other Party’s Territory; (iv) to decide to pursue or not to pursue the negotiation and execution of a Third Party Technology Agreement subject to, and in accordance with, Section 3.6 hereof; (v) to require a Party to take any action that would, or fail to take any action where the failure to take such action would, violate any applicable Law, rule or regulation or infringe the intellectual property rights of Third Parties; (vi) to expand or narrow the responsibilities of the JDC; (vii) to increase or change the budget for Development Costs; (viii) to establish guidelines for the conduct by Biogen Idec of any of the Development activities contemplated under Section 5.1(b) hereof or (ix) to amend this Agreement. For the avoidance of doubt, subject to Section 5.2, any decision by the JDC with respect to any of the items referred to in the foregoing clauses (i)-(viii) of this Section 4.8(a) must be unanimous and, in the event of any disagreement or deadlock at the JDC with respect to any of such items, neither Party may exercise its final decision-making authority with respect to such matter during the License Term.
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Limitations on Decision-Making Authority. The foregoing provisions of Section 4.4.2 notwithstanding, neither Party shall have the right to exercise its final decision-making authority to unilaterally: (i) determine that it has fulfilled any obligations under this Agreement or that the other Party has breached any obligation under this Agreement; (ii) determine that milestone events required for the payment of milestone payments have or have not occurred; (iii) make a decision that is expressly stated to require the mutual agreement of the Parties; (iv) amend any Development Plan to require the Development of any Compound other than the Development Candidate for which clinical Development was first conducted in such Development Program; (v) change or modify the Hit Criteria, Lead Candidate Criteria or Development Candidate Selection Criteria; (vi) subject to Section 6.6, decide to pursue a Pivotal Clinical Trial that does not satisfy regulatory requirements in both the United States and Europe; (vii) require or restrict the other Party from conducting Development activities specifically related only to such Party’s territory, except as otherwise set forth herein; or (viii) otherwise expand its rights or reduce its obligations under this Agreement.
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Limitations on Decision-Making Authority. The foregoing provisions of Section 4.1.5 notwithstanding, neither Party shall have the right to exercise its final decision-making authority to unilaterally: (a) determine that it has fulfilled any obligations under this Agreement or that the other Party has breached any obligation under this Agreement; (b) subject to Section 4.1.7, determine that milestone events required for the payment of milestone payments have or have not occurred; (c) make a decision that is expressly stated to require the mutual agreement of the Parties; or (d) otherwise expand its rights or reduce its obligations under this Agreement, including by making any unilateral changes to the Tractable Hit Criteria, the Lead Candidate Criteria or the Development Candidate Selection Criteria.
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Limitations on Decision-Making Authority. Notwithstanding the foregoing provisions of this Section 3.7 (Decisions of the Committees), neither Party may exercise its right to finally resolve a dispute: 44
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Related to Limitations on Decision-Making Authority

  • Considerations on Review In considering the review, the Plan Administrator shall take into account all materials and information the claimant submits relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

  • Limitations on Amendments (a) The amendments set forth in Section 1, above, are effective for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (i) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document or (ii) otherwise prejudice any right or remedy which Lenders or Agent may now have or may have in the future under or in connection with any Loan Document.

  • Limitations on Review Obligations The Asset Representations Reviewer may rely on the information in any Review Notice, the list(s) of the Subject Receivables provided by the Servicer, and the accuracy and completeness of the Review Materials. The Asset Representations Reviewer will have no obligation:

  • Limitations on Authority (a) The authority of the Member over the conduct of the business affairs of the Company shall be subject only to such limitations as are expressly stated in this Agreement or in the Act.

  • Procedures upon Application for Indemnification (a) To obtain indemnification, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and as is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of the Proceeding. Any delay in providing the request will not relieve the Company from its obligations under this Agreement, except to the extent such failure is prejudicial.

  • Limitations on Actions Any action brought under this Contract, except an action for breach of warranty, shall be brought within the shorter of the statutory limitations period and the period of three years from the date of final payment without any tolling of this statutory limitations period for any reason whatsoever.

  • PROCEDURE UPON APPLICATION FOR INDEMNIFICATION 12.1 A determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board (ii) by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (iii) by vote of the shareholders by ordinary resolution. The Company will promptly advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby agrees to indemnify and to hold Indemnitee harmless therefrom.

  • Limitations on Use No part of the moneys delivered to the Recipient pursuant to Section II hereof is being or will be used to refinance, retire, redeem, or otherwise pay debt service on all or any part of any part of any governmental obligations regardless of whether the interest on such obligations is or was excluded from gross income for federal income tax purposes unless prior approval by the Director is given.

  • Limitations on Additional Indemnity No indemnity pursuant to Section 3 hereof shall be paid by the Corporation:

  • LIMITATIONS ON ACTIVITIES Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the Shares or its other securities, or (d) not be permitted by the Articles of Incorporation or Bylaws, except if such action shall be ordered by the Board, in which case the Advisor shall notify promptly the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given. Notwithstanding the foregoing, the Advisor, its directors, officers, employees and stockholders, and the directors, officers, employees and stockholders of the Advisor’s Affiliates shall not be liable to the Company or to the Board or Stockholders for any act or omission by the Advisor, its directors, officers, employees or stockholders, or for any act or omission of any Affiliate of the Advisor, its directors, officers, employees or stockholders, except as provided in Section 5.02 of this Agreement.

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