Maintenance of CAM Team Sample Clauses

Maintenance of CAM Team. (a) Commencing on March 1, 2016 and at all times thereafter during the Term, except with Eagle’s prior written consent (which Eagle may grant or withhold in its discretion) and pursuant to this Section 3.4, Spectrum shall maintain thirty-two (32) FTEs within the CAM Team, and shall use Commercially Reasonable Efforts to employ and assign CAMs with substantially the same experience as the individual CAMs who make up the CAM Team as of the Effective Date to Promote and Commercialize the Products, subject to voluntary resignations by CAMs or terminations or reassignments of individual CAMs by Spectrum for reason of a CAM’s failure to achieve applicable performance requirements or otherwise in the ordinary course in accordance with Spectrum’s applicable HR policies, including for cause (collectively, “Ordinary Course Terminations and Replacements”). In the event an individual who is a member of the 32-FTE CAM Team as of March 1, 2016 voluntarily resigns from Spectrum or is terminated or reassigned by Spectrum as a result of Ordinary Course Terminations and Replacements, Spectrum shall promptly (but in any event within [ * ] days) replace such individual with a new CAM who substantially meets the qualifications set forth in Exhibit A (as the same may be amended from time to time by mutual written agreement of the Parties). Notwithstanding the foregoing, Spectrum shall not be deemed to be in breach of this Section 3.4 if Spectrum fails to replace a CAM within the foregoing [ * ] day period so long as (i) the applicable Revenue Threshold in the aggregate for both the [ * ] Product and the [ * ] Product is achieved (on a pro rata basis) during such [ * ] day period, (ii) Spectrum is using Commercially Reasonable Efforts to replace the CAM, and (iii) Spectrum replaces the CAM within [ * ] days after the CAM resigns or is terminated or reassigned as a result of Ordinary Course Terminations and Replacements. For clarity, Spectrum will be in breach of this Section 3.4 if Spectrum fails to replace any CAM in accordance with this Section 3.4(a) within the [ * ]-day or [ * ]-day period (as applicable) after a CAM resigns or is terminated or reassigned as a result of Ordinary Course Terminations and Replacements and such failure is deemed to be material by Eagle in its reasonable discretion. (b) During the Term, Spectrum shall not implement any reduction-in-force directed at the CAM Team or any other broad-based layoffs, reassignments or restructuring, in each case, direc...
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Related to Maintenance of CAM Team

  • Project Maintenance The Local Government shall be responsible for maintenance of locally owned roads and locally owned facilities after completion of the work. The State shall be responsible for maintenance of the state highway system after completion of the work if the work was on the state highway system, unless otherwise provided for in existing maintenance agreements with the Local Government.

  • Maintenance of Books The Company agrees to maintain, at its aforesaid office or agency, books for the registration and the registration of transfer of the Warrants.

  • Patent Maintenance All annuity and maintenance fees that are necessary in order to keep the Patents in force as of the Effective Date have been paid by Seller, and no payment of annuities or fees, or papers to be filed in patent offices, are required to be made within the three-month period after the Effective Date.

  • Prosecution and Maintenance Wyeth shall be responsible for the preparation, filing, prosecution and maintenance (including, without limitation, any interferences, oppositions, reissue proceedings and reexaminations), of the Wyeth Patents. Wyeth shall reasonably consult with DOV with respect to the preparation, filing, prosecution and maintenance of the Wyeth Primary Patents and DOV agrees to reasonably cooperate with Wyeth in such activities. Wyeth shall keep DOV advised of the status of such activities and shall also inform DOV in a timely manner of any material communications Wyeth receives from the relevant patent office with respect to such activities. Wyeth shall give notice to DOV of any desire to cease preparation, filing, prosecution or maintenance of any Wyeth Primary Patent on a country-by-country basis, and in such case, DOV shall have the right to elect to continue preparation, filing, prosecution and maintenance of such Wyeth Primary Patent. In the event that DOV elects to continue any such activities for such Wyeth Primary Patent, DOV shall reasonably consult with Wyeth with respect thereto and shall consider in good xxxxx Xxxxx’x reasonable views with respect to such activities, and Wyeth agrees to transfer to DOV all information reasonably requested by DOV for DOV to conduct such activities and to otherwise reasonably cooperate with DOV in such actions. DOV shall keep Wyeth advised of the status of such actions and shall also inform Wyeth in a timely manner of any material communications DOV receives from the relevant patent office with respect to such activities. Each party shall bear its own costs with respect to any preparation, filing, prosecution and maintenance of any Wyeth Patent for which it is responsible. Upon DOV’s reasonable request, Wyeth shall consider in good faith prosecuting in a separate Patent application any claim(s) concerning Product or Marketed Product that if separated into a separate Patent would thereby qualify as a “Wyeth Primary Patent” under clause (iv) of that definition instead of being included in another Wyeth Patent that is a “Wyeth Secondary Patent” hereunder, provided that (i) such separation and additional Patent shall not adversely affect the patentability, validity or enforceability any of the other Wyeth Patents or any other Patents owned or controlled by Wyeth or any of its Affiliates, and (ii) DOV shall be responsible for any incremental out-of-pocket costs incurred by Wyeth for preparing, filing, prosecuting and maintaining such additional Patent.

  • MAINTENANCE OF TRAFFIC It is the explicit intention of the contract is that safety is the most important consideration. It is understood and agreed that the Contractor shall provide for the free and unobstructed movement of aircraft in the air operations areas of the airport with respect to his/her own operations and the operations of all his/her subcontractors as specified in the subsection titled LIMITATION OF OPERATIONS of Section 80. It is further understood and agreed that the Contractor shall provide for the uninterrupted operations of visual and electronic signals (including power supplies thereto) used in the guidance of aircraft while operating to, from, and upon the airport as specified in the subsection titled CONTRACTOR'S RESPONSIBILITY FOR UTILITY SERVICE AND FACILITIES OF OTHERS in Section 70. With respect to his/her own operations and the operations of all his/her subcontractors, the Contractor shall provide marking, lighting, and other acceptable means of identifying: personnel; equipment; vehicles; storage areas; and any work area or condition that may be hazardous to the operation of aircraft, fire-rescue equipment, or maintenance vehicles at the airport. When the contract requires the maintenance of vehicular traffic on an existing road, street, or highway during the Contractor's performance of work that is otherwise provided for in the contract, plans, and specifications, the Contractor shall keep such road, street, or highway open to all traffic and shall provide such maintenance as may be required to accommodate traffic. The Contractor shall furnish erect, and maintain barricades, warning signs, flagmen, and other traffic control devices in reasonable conformity with the Manual of Uniform Traffic Control Devices for Streets and Highways (published by the United States Government Printing Office), unless otherwise specified herein. The Contractor shall also construct and maintain in a safe condition any temporary connections necessary for ingress to and egress from abutting property or intersecting roads, streets or highways. Unless otherwise specified herein, the Contractor will not be required to furnish snow removal for such existing road, street, or highway. The Contractor shall make his/her own estimate of all labor, materials, equipment, and incidentals necessary for providing the maintenance of aircraft and vehicular traffic as specified in this subsection. The cost of maintaining the aircraft and vehicular traffic specified in this subsection shall not be measured or paid for directly, but shall be included in the various contract items.

  • Maintenance of Accounts If an institution maintaining the Bank Accounts ceases to be a Qualified Institution, the Servicer will, with the Indenture Trustee’s assistance as necessary, move the Bank Accounts to a Qualified Institution within 30 days.

  • Maintenance of Business The Borrower shall, and shall cause each Subsidiary to, preserve and maintain its existence, except as otherwise provided in Section 8.10(c)

  • Maintenance of Membership Any employee who is a member in good standing, or is reinstated as a member of the Union shall as a condition of continued employment maintain such membership in good standing throughout the term of this Agreement.

  • Maintenance of Listing The Company will use commercially reasonable efforts to effect and maintain the listing of (x) the Units and Warrants on the NYSE (or another national securities exchange) until the consummation of the Business Combination or until such earlier time at which the Liquidation occurs, and (y) the Common Stock on the NYSE (or another national securities exchange) until five years from the date of the consummation of the Business Combination or until such earlier time at which Liquidation occurs.

  • Maintenance of Services A. Reseller will adopt and adhere to the standards contained in the applicable BellSouth Work Center Interface Agreement regarding maintenance and installation of service. B. Services resold under the Company’s Tariffs and facilities and equipment provided by the Company shall be maintained by the Company. C. Reseller or its end users may not rearrange, move, disconnect, remove or attempt to repair any facilities owned by the Company, other than by connection or disconnection to any interface means used, except with the written consent of the Company. D. Reseller accepts responsibility to notify the Company of situations that arise that may result in a service problem. E. Reseller will be the Company's single point of contact for all repair calls on behalf of Reseller’s end users. The parties agree to provide one another with toll-free contact numbers for such purposes. F. Reseller will contact the appropriate repair centers in accordance with procedures established by the Company. G. For all repair requests, Reseller accepts responsibility for adhering to the Company's prescreening guidelines prior to referring the trouble to the Company. H. The Company will xxxx Reseller for handling troubles that are found not to be in the Company's network pursuant to its standard time and material charges. The standard time and material charges will be no more than what BellSouth charges to its retail customers for the same services. I. The Company reserves the right to contact Reseller’s customers, if deemed necessary, for maintenance purposes.

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