Maintenance of Regulatory Approvals, Contracts, Intellectual Property, Etc Clause Samples
The "Maintenance of Regulatory Approvals, Contracts, Intellectual Property, Etc" clause requires a party to keep all necessary legal permissions, agreements, and intellectual property rights in good standing throughout the term of the agreement. This typically means ensuring that licenses, permits, regulatory filings, contractual obligations, and IP registrations are renewed, not allowed to lapse, and remain valid and enforceable. By mandating ongoing compliance and upkeep, this clause helps prevent disruptions to business operations and reduces the risk of legal or regulatory violations that could jeopardize the agreement or the parties' interests.
Maintenance of Regulatory Approvals, Contracts, Intellectual Property, Etc. Each Obligor shall, and shall cause each of its Subsidiaries (to the extent applicable) to, (i) maintain in full force and effect all Material Product Authorizations, Material Agreements, Material Intellectual Property and other rights, interests or assets (whether tangible or intangible) reasonably necessary for the business of such Obligor and its Subsidiaries, (ii) maintain in full force and effect, and pay all costs and expenses relating to, such Material Product Authorizations, Material Agreements and Material Intellectual Property owned, used or controlled by such Obligor or any such Subsidiary that are used in or necessary for any related Product Commercialization and Development Activities, except as would not be reasonably expected to have a Material Adverse Effect, (iii) promptly after obtaining knowledge thereof, notify the Administrative Agent of any material violation, misappropriation or other infringement by any Person, or any material Claim, action or proceeding brought by any Person alleging the invalidity or unenforceability, of any Material Intellectual Property, and use commercially reasonable efforts to stop, curtail or a▇▇▇▇ such violation, action, misappropriation or infringement if determined appropriate by the Borrower in the exercise of its prudent business judgment, and (iv) except as set forth on Schedule 7.05(b), promptly after obtaining knowledge thereof, notify the Administrative Agent of any Claim by any Person that the conduct of the business of any Obligor or any of its Subsidiaries, including in connection with any Product Commercialization and Development Activities, has violated, misappropriated or otherwise infringed any Intellectual Property of such Person, where such Claim would reasonably be expected to result in a liability to any Obligor or any of their Subsidiaries of greater than $3,000,000.
Maintenance of Regulatory Approvals, Contracts, Intellectual Property, Etc. With respect to each Product, each Obligor will (a) maintain in full force and effect all material Regulatory Approvals (including the Product Authorizations), Material Agreements, or other rights necessary for the current operations of such Obligor’s business, as the case may be, including in respect of all related Product Development and Commercialization Activities; (b) maintain in full force and effect all Material Intellectual Property and Material WaveForm IP that is used in and necessary for related Product Development and Commercialization Activities; and (c) use commercially reasonable efforts to pursue and maintain in full force and effect legal protection for all new, Material Intellectual Property and Material WaveForm IP that is used in and necessary in connection with any Product Development and Commercialization Activities relating to any such Product.
Maintenance of Regulatory Approvals, Contracts, Intellectual Property, Etc. With respect to each Product, such Obligor will, and will cause each of its Subsidiaries (to the extent applicable) to: (i) maintain in full force and effect all material Regulatory Approvals (including the Product Authorizations), Material Agreements, or other rights necessary for the current operations of such Obligor’s or such Subsidiary’s business, as the case may be, including in respect of all related Product Development and Commercialization Activities, (ii) maintain in full force and effect all material Intellectual Property owned or controlled by such Obligor or any such Subsidiary that is used in and necessary for related Product Development and Commercialization Activities and (iii) use commercially reasonable efforts to pursue and maintain in full force and effect legal protection for all new, material Intellectual Property developed or controlled by such Obligor or any of its Subsidiaries, as the case may be, that is used in and necessary in connection with any Product Development and Commercialization Activities relating to any such Product.
Maintenance of Regulatory Approvals, Contracts, Intellectual Property, Etc. Each Obligor will, and will cause each of its Subsidiaries (to the extent applicable) to:
(a) maintain in full force and effect all material CLIA laboratory certifications or accreditations, material Regulatory Approvals, Material Agreements, or other rights necessary for the current operations of such Obligor’s or such Subsidiary’s business, as the case may be, including in respect of all related Product Development and Commercialization Activities;
(b) maintain in full force and effect all Obligor Intellectual Property that is used in and necessary for related Product Development and Commercialization Activities; and
(c) use commercially reasonable efforts to pursue and maintain in full force and effect legal protection for all new, Obligor Intellectual Property that is used in and necessary in connection with any Product Development and Commercialization Activities relating to any such Product.
Maintenance of Regulatory Approvals, Contracts, Intellectual Property, Etc. Each Obligor shall, and shall cause each of its Subsidiaries (to the extent applicable) to, (i) maintain in full force and effect all material Regulatory Approvals, Material Agreements, Material Intellectual Property and other rights, interests or assets (whether tangible or intangible) reasonably necessary for the operations of such Person’s Product Commercialization and Development Activities, (ii) promptly after obtaining knowledge thereof, notify the Administrative Agent of any product recalls, safety alerts, corrections, withdrawals, marketing suspensions, removals or the like conducted, to be undertaken or issued, by such Obligor, any of its Subsidiaries or any of their respective agents, suppliers, licensors or licensees, as the case may be, whether voluntary or at the request, demand or order of any Regulatory Authority or otherwise with respect to any Product, (iii) maintain in full force and effect, and pay all costs and expenses relating to, such Regulatory Approvals, Material Agreements and Material Intellectual Property owned, used or controlled by such Obligor or any such Subsidiary that are used in and necessary for any related Product Commercialization and Development Activities, (iv) promptly after obtaining knowledge thereof, notify the Administrative Agent of any infringement or other violation, in any material respect, by any Person of such Obligor’s or any such Subsidiaries’ Material Intellectual Property, and take commercially reasonable efforts to pursue any such infringement or other violation, as determined appropriate under the circumstances in its reasonable business judgement, (v) use commercially reasonable efforts to pursue and maintain in full force and effect legal protection for all new Material Intellectual Property filed, created or acquired by such Obligor or any of its Subsidiaries, as the case may be, that is used in and necessary for the operations of the business of such Person, or in connection with any Product Commercialization and Development Activities relating to any Product, and (vi) promptly after obtaining knowledge thereof, notify the Administrative Agent of any material Claim by any Person that the conduct of the business of such Obligor or any of its Subsidiaries, including in connection with any Product Commercialization and Development Activities, has infringed upon any Intellectual Property of such Person.
Maintenance of Regulatory Approvals, Contracts, Intellectual Property, Etc. With respect to the Products and all Product Commercialization and Development Activities, each Obligor will, and will cause each of its Subsidiaries (to the extent applicable) to, (i) maintain in full force and effect all Regulatory Approvals (including all Product Authorizations), Contracts, Product Related Information, Material Intellectual Property and other rights, interests or assets (whether tangible or intangible) necessary for the operations of such Person’s business and the conduct of Product Commercialization and Development Activities, (ii) promptly after learning thereof, notify Administrative Agent of any product recalls, safety alerts, corrections, withdrawals, marketing suspensions, removals or the like conducted, to be undertaken or issued by such Obligor, any of its Subsidiaries or any of their respective agents, suppliers, licensors or licensees, as the case may be, whether voluntary or at the request, demand or order of any Regulatory Authority or otherwise with respect to any Product or any Product Commercialization and Development Activities, (iii) use commercially reasonable efforts to pursue any infringement or other violation by any Person of such Obligor’s or any of its Subsidiaries’ Intellectual Property that is used in connection with any Product Commercialization and Development Activities, except in any specific circumstance where both (x) the Borrower is able to demonstrate that it is not commercially reasonable to do so and (y) where not doing so does not materially adversely affect any Product or the Product Commercialization and Development Activities related to such Product, and (iv) promptly after learning thereof, notify the Administrative Agent of any Claim by any Person that the conduct of the business of any Obligor or any of its Subsidiaries, including in connection with any Product Commercialization and Development Activities, has infringed upon any Intellectual Property of such Person that, if adversely determined, could reasonably be expected to result in a Material Adverse Change.
Maintenance of Regulatory Approvals, Contracts, Intellectual Property, Etc. With respect to each Product, such Obligor will, and will cause each of its Subsidiaries (to the extent applicable) to: (a) maintain in full force and effect all material Regulatory Approvals (including the Product Authorizations), Material Agreements, or other material rights necessary for the current operations of such Obligor’s or such Subsidiary’s business, as the case may be, including in respect of all related Product Development and Commercialization Activities, (b) maintain in full force and effect all Material Intellectual Property that is necessary for related Product Development and Commercialization Activities and (c) use commercially reasonable efforts to pursue and maintain in full force and effect legal protection for all new, Material Intellectual Property developed or controlled by such Obligor or any of its Subsidiaries, as the case may be, that is necessary for Product Development and Commercialization Activities relating to any Product.
Maintenance of Regulatory Approvals, Contracts, Intellectual Property, Etc. With respect to each Product, each Obligor will (a) maintain in full force and effect all material Regulatory Approvals (including the Product Authorizations), Material Agreements, or other rights necessary for the current operations of such Obligor’s business, as the case may be, including in respect of all related Product Development and Commercialization Activities; (b) maintain in full force and effect all Material Intellectual Property and Material WaveForm IP that is used in and necessary for related Product Development and Commercialization Activities; and
Maintenance of Regulatory Approvals, Contracts, Intellectual Property, Etc. Each Obligor will, and will cause each of its Subsidiaries (to the extent applicable) to:
(a) maintain in full force and effect all CLIA laboratory certifications or accreditations, Regulatory Approvals (including the Product Authorizations), Material Agreements, or other rights necessary for the current operations of such Obligor’s or such Subsidiary’s business, except where failure to do so, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect;
(b) maintain in full force and effect all Obligor Intellectual Property that is used in and necessary for related Product Development and Commercialization Activities; and
(c) use commercially reasonable efforts to pursue and maintain in full force and effect legal protection for all new, Obligor Intellectual Property that is used in and necessary in connection with any Product Development and Commercialization Activities by such Obligor relating to any such Product.
Maintenance of Regulatory Approvals, Contracts, Intellectual Property, Etc. Each Obligor will, and will cause each of its Subsidiaries (to the extent applicable) to:
(a) maintain in full force and effect all material Regulatory Approvals (including the Product Authorizations), Material Agreements, or other rights necessary for the current operations of such Obligor’s or such Subsidiary’s business, as the case may be, including in respect of all related Product Development and Commercialization Activities;
(b) maintain in full force and effect all Obligor Intellectual Property that, according to such Obligor’s commercially reasonable determination, is used in and necessary for related Product Development and Commercialization Activities; and
(c) use commercially reasonable efforts to pursue and maintain in full force and effect legal protection for all new Obligor Intellectual Property that is used in and necessary in connection with any Product Development and Commercialization Activities relating to any such Product.