Ongoing Agreements Sample Clauses

Ongoing Agreements. 2.7.1 Licensor shall comply with the relevant terms and conditions of the Ongoing Agreements and shall use Commercially Reasonable Efforts to complete, or cause the completion of, the activities provided for in each Ongoing Agreement (i.e., the completion of the activities under the specific work orders identified in Schedule 1.46) as expeditiously as possible. Licensor shall regularly discuss with Licensee and shall keep Licensee informed regarding relevant activities under each Ongoing Agreement as reasonably requested by Licensee. Licensee shall also be entitled to [*CONFIDENTIAL*] with the Third Party counter-parties to the Ongoing Agreements and will [*CONFIDENTIAL*] of any such [*CONFIDENTIAL*]. In case of any disagreement between the Parties with respect to any such activity, [*CONFIDENTIAL*] shall have the right to make the final decision; provided, that [*CONFIDENTIAL*] cannot exercise its decision-making authority in any way that (i) would cause [*CONFIDENTIAL*] to be in breach of [*CONFIDENTIAL*] or (ii) would impose upon [*CONFIDENTIAL*] any additional obligations (e.g., in terms of employee allocation) without [*CONFIDENTIAL*] prior written consent. All fees and payments incurred by Licensor in connection with the Ongoing Agreements shall be borne by Licensee and shall be reimbursed upon presentation by Licensor of the relevant invoice accompanied by appropriate written evidence of the expenses incurred, provided however that Licensee shall not be obliged to reimburse any amount that (i) was not contemplated in the relevant Ongoing Agreement, and (ii) was not previously authorized in writing by Licensee (provided, further, that, the Parties acknowledge and agree that all amounts in connection with activities planned or ongoing under the Ongoing Agreements as of the Effective Date and already disclosed to Licensee prior to the Effective Date have been previously authorized by Licensee). Licensee may request changes to an Ongoing Agreement and Licensor will use Commercially Reasonable Efforts to cause any such change to be implemented under the applicable Ongoing Agreement, subject to Licensee’s payment of all documented fees and payments incurred by Licensor in connection with such change. 2.7.2 All results, information, and data arising out of the activities conducted under the Ongoing Agreements shall be timely communicated to Licensee and put at Licensee’s disposal for use by Licensee in accordance with the terms and conditions of this Agree...
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Ongoing Agreements. So long as this Contract is in effect, Seller shall not amend, terminate, grant concessions regarding, or enter into any contract or agreement that will be an obligation affecting the Premises or binding on Purchaser after the Closing without Purchaser’s prior written consent, which consent may be withheld in Purchaser’s sole discretion.
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Related to Ongoing Agreements

  • Existing Agreements The Executive represents to the Company that he is not subject or a party to any employment or consulting agreement, non-competition covenant or other agreement, covenant or understanding which might prohibit him from executing this Agreement or limit his ability to fulfill his responsibilities hereunder.

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Parties to Lock-Up Agreements The Company has furnished to the Underwriters a letter agreement in the form attached hereto as Exhibit A (the “Lock-up Agreement”) from each of the persons listed on Exhibit B. Such Exhibit B lists under an appropriate caption the directors and executive officers of the Company. If any additional persons shall become directors or executive officers of the Company prior to the end of the Company Lock-up Period (as defined below), the Company shall cause each such person, prior to or contemporaneously with their appointment or election as a director or executive officer of the Company, to execute and deliver to the Representatives a Lock-up Agreement.

  • Consulting Agreements Buyer shall have entered into the Consulting Agreements with the Shareholders.

  • Sub-Agreements Party shall not assign, subcontract or subgrant the performance of this Agreement or any portion thereof to any other Party without the prior written approval of the State. Party shall be responsible and liable to the State for all acts or omissions of subcontractors and any other person performing work under this Agreement pursuant to an agreement with Party or any subcontractor.

  • Post Closing Agreements From and after the Closing, the parties shall have the respective rights and obligations which are set forth in the remainder of this Article VI.

  • Lock-Up Agreements At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Exhibit C hereto signed by the persons listed on Schedule D hereto.

  • Adverse Agreements Company is not, and will not be as of the Closing Date, a party to any agreement or instrument or subject to any charter or other corporate restriction or any judgment, order, writ, injunction, decree, rule or regulation that materially and adversely affects the condition (financial or otherwise), operations, assets, liabilities, business or prospects of Company, the Business or the Assets.

  • Certain Agreements Without the prior written consent of the Administrator and the Majority Purchaser Agents, the Seller will not amend, modify, waive, revoke or terminate any Transaction Document to which it is a party or any provision of the Seller’s organizational documents which requires the consent of the “Independent Manager”.

  • Service Agreements Manager shall negotiate and execute on behalf of Owner such agreements which Manager deems necessary or advisable for the furnishing of utilities, services, concessions and supplies, for the maintenance, repair and operation of the Property and such other agreements which may benefit the Property or be incidental to the matters for which Manager is responsible hereunder.

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