Necessary Licenses. Chasm and Liquidia each represent and warrant to the other that to each Party’s knowledge each has all necessary licenses from subcontractors and licensors to perform the Activities, and to complete the Deliverables in accordance with this Agreement.
Necessary Licenses. If a Patent or Patents of a Third Party should exist in any country during the Term covering the composition of matter or manufacture of a GSK Development Compound, or the use of a GSK Development Compound in the Field, and GSK determines in good faith and in its sole discretion that it would be impractical or impossible for GSK or any Affiliate manufacture or commercialize such GSK Development Compound without obtaining a royalty bearing license from such Third Party under such Patent or Patents in a particular country (a "Necessary License"), then GSK shall be entitled to a credit, against the any royalty payments due to Anacor upon sales of a Product containing such GSK Development Compound in such country, of an amount [***] to a Third Party under such Necessary License based upon the sales of such Product in such country, such credit not to [***] that would otherwise be due to Anacor on Net Sales of such Product.
Necessary Licenses. Upon receipt by the relevant Proposed SNH Licensee or the Manager of the Necessary Licenses with respect to a Facility, the Proposed SNH Licensee or the Manager shall give the relevant Mariner Licensee prompt written notice.
Necessary Licenses. (a) Schedule 3.14 sets forth a list of each License used by the Company or any of its Subsidiaries in the conduct of its business. True and correct copies of each License set forth on Schedule 3.14, and all amendments thereto to the date hereof,
Necessary Licenses. (a) The Company and its Subsidiaries hold all necessary Licenses which are required in connection with the ownership and operation of their businesses as currently conducted. All Licenses are in full force and effect. The Company and its Subsidiaries have complied with the terms of the Licenses which they hold and there are no pending modifications, amendments or revocations of the Licenses which would adversely affect the ownership or the operation of its business. All fees due and payable from the Company or any of its Subsidiaries to Governmental Entities pursuant to the Licenses have been paid. All reports required of the Company or any of its Subsidiaries to be filed in connection with the Licenses have been timely filed and are accurate and complete.
(b) No registrations, filings, applications, notices, transfers, consents, approvals, audits, qualifications, waivers or other action of any kind is required by virtue of the execution and delivery of this Agreement or any Related Agreement, or of the consummation of the transactions contemplated hereby or thereby (a) to avoid the loss of any License or any asset, property or right pursuant to the terms thereof or the violation or breach of any law applicable thereto, or (b) to enable the Company and its Subsidiaries to hold and enjoy the same after the Initial Closing Date (or the Subsequent Closing Date, as the case may be) in the conduct of its business as conducted immediately prior to the Initial Closing Date (or the Subsequent Closing Date, as the case may be). In particular, execution and delivery of this Agreement and the Related Agreements, and consummation of the transactions contemplated therein, will not constitute a change of control in the Company or its Subsidiaries, or otherwise require authorization, approval, consent, or filing of registration with any Governmental Entity, and will not violate or conflict with any applicable provision of the laws, rules and regulations administered by any Governmental Entity.
Necessary Licenses. Each of the Servicer and the Borrower shall obtain and maintain all necessary licenses, permits and charters required to be obtained by the Servicer and the Borrower, respectively, which failure to obtain would render any portion of the Loan Documents unenforceable and would have a Material Adverse Effect on any of the Secured Parties.
Necessary Licenses. To the best of the Company's knowledge, except as set forth on Schedule 3.20, the Company has all licenses, permits, consents, concessions and other authorizations of governmental, regulatory or administrative agencies or authorities, whether foreign, federal, state, or local (collectively "Licenses"), required to own and lease its properties and assets and to conduct its business as now conducted except where the failure to have such Licenses would not have a Material Adverse Effect. Except as specified in Schedule 3.20 hereto (or exempted by Schedule 3.6), no registrations, filings, applications, notices, transfers, consents, approvals, audits, qualifications, waivers or other action of any kind is required by virtue of the execution and delivery of this Agreement, or of the consummation of the transactions contemplated hereby (a) to avoid the loss of any such License or any asset, property or right pursuant to the terms thereof, or the violation or breach of any law applicable thereto or (b) to enable the Company to hold and enjoy the same after the Closing Date in the conduct of its business as conducted prior to the Closing Date.
Necessary Licenses. 9 Section 3.5.
Necessary Licenses. (a) Schedule 3.14 sets forth a list of each License used by the Company or any of its Subsidiaries in the conduct of its business. True and correct copies of each License set forth on Schedule 3.14, and all amendments thereto to the date hereof, have been delivered by the Company to the Purchasers. Except as set forth on Schedule 3.14, the Company and its Subsidiaries holds all necessary Licenses which are required in connection with the ownership and operation of its business, except for such Licenses, the lack of which would not have a Material Adverse Effect. All Licenses are in full force and effect. The Company and its Subsidiaries have complied in all material respects with the terms of the Licenses which they
(b) Except as specified in Schedule 3.14, no registrations, filings, applications, notices, transfers, consents, approvals, audits, qualifications, waivers or other action of any kind is required by virtue of the execution and delivery of this Agreement or any Related Agreement, or of the consummation of the transactions contemplated hereby or thereby (a) to avoid the loss of any License or any asset, property or right pursuant to the terms thereof or the violation or breach of any law applicable thereto, or (b) to enable the Company and its Subsidiaries to hold and enjoy the same after the Closing Date in the conduct of its business as conducted immediately prior to the Closing Date. In particular, except as set forth in Schedule 3.14, execution and delivery of this Agreement and the Related Agreements, and consummation of the transactions contemplated therein, will not constitute a change of control in the Company or its Subsidiaries, or otherwise require authorization, approval, consent, or filing of registration with any Governmental Authority, and will not violate or conflict with any applicable provision of the laws, rules, and regulations administered by any Governmental Authority.
Necessary Licenses. Celgene shall, at its own cost, obtain and maintain any and all Federal and state licenses with respect to the marketing, sale and distribution of the Commercial Products.
