PRODUCTION & MARKETING. The Properties are not subject to any contractual or other arrangements for the sale, processing or transportation of production, or otherwise relating to the marketing of production, other than contracts or other arrangements which either (i) will terminate in 92 days or less, or are subject to cancellation on not more than 92 days’ notice, in each case without penalty or other detriment, or (ii) are disclosed on the Disclosure Schedule. There exist no calls or other similar rights or options to purchase production from the Properties.
PRODUCTION & MARKETING. 12.1 The Company will not use any UBC trade-mark or any other service mark, logo, insignia, seal, design, symbol or device used by UBC without the prior written consent of UBC. Notwithstanding Article 11, the Company and UBC may each:
(a) issue a press release or otherwise publicize the fact that the Company has entered into this Agreement with UBC;
(b) publicly display a sample and/or images of the Company’s Product.
12.2 The Company represents and warrants to UBC that it has the infrastructure, expertise and resources to:
(a) develop and commercialize the Patents and any Improvements;
(b) track and monitor on an ongoing basis performance under the terms of each sublicense entered into by the Company;
(c) monitor patent infringement regarding any Patent licensed under this Agreement; and
(d) handle the Patents and any Improvements with care and without danger to the Company, its employees, agents, or the public.
12.3 The Company represents and warrants to UBC that it will, throughout the Term:
(a) allocate to the development and commercialization of the Patents and any Improvements at least the same degree of diligence, expertise, infrastructure, and resources as the Company is allocating to the most favoured product developed and marketed by the Company, and
(b) use its best efforts to promote, market and sell the Products and exploit the Patents and any Improvements and to meet or cause to be met the market demand for the Products and the potential use of the Patents and any Improvements.
12.4 The Company will:
(a) use commercially reasonable efforts to complete the Initial Financing within 24 months of executing this Agreement and shall notify UBC in writing, within five days of completion of Initial Financing;
(b) complete a business plan within 18 months of executing this Agreement. The business and marketing plan will be prepared in accordance with generally accepted business practices and will be updated from time to time, but in no event less than once every calendar year. Copies of all updates of these plans will be provided to UBC in a timely manner;
(c) establish and maintain a bona fide Board of Directors with a majority of directors who are not employees or officers of the Company within 18 months of executing this Agreement;
(d) have an approved Product on the market within 5 years of the Start Date;
(e) until such time that the Company becomes Publicly Listed, upon written request by UBC:
(i) deliver to UBC the annual budget of the Company,...
PRODUCTION & MARKETING. 11.1 The Licensee will not knowingly use the UBC Trade-marks or make reference to UBC or its name in any advertising or publicity, without the prior written consent of UBC. Without limitation, the Licensee will not issue a press release regarding this Agreement or the ‘Licensed Patents, Technology, UBC Improvements or any Assigned Licensee Improvements without first obtaining UBC’s written approval, such approval not to be unreasonably withheld or delay, and provided that Licensee shall be permitted to make such public disclosures regarding the existence or terms of this Agreement as are required to comply with applicable law or regulation. If the Licensee is required by law or regulation to disclose the Agreement or any of its terms, the Licensee will provide UBC with reasonable prior notice to permit UBC to bring an application or other proceeding to contest the requirement.
11.2 The Licensee represents and warrants to UBC that it has the infrastructure, expertise and resources to:
(a) develop and commercialize the Licensed Patents, Technology and any Improvements;
(b) track and monitor on an ongoing basis performance under the terms of each Sublicense Agreement;
(c) monitor patent infringement regarding any patent relating to the Licensed Patents, Technology and any Improvements licensed under this Agreement; and
(d) handle the Licensed Patents, Technology and any Improvements with care and without danger to the Licensee, its employees, agents, or the public.
11.3 The Licensee agrees that it will, throughout the Term:
(a) use Commercially Reasonable Efforts to develop and commercialize the Licensed Patents, Technology and any Improvements allocating at least the same degree of diligence, expertise, infrastructure, and resources as the Licensee is allocating to other products developed and marketed by the Licensee that have a similar profit potential, are at the same stage of development, and have similar product life, patent position, market potential and regulatory issues; and
(b) use Commercially Reasonable Efforts to promote, market and sell the Product and Licensee Owned Improvement Product (once Regulatory Approval is achieved) in the applicable countries and exploit the Licensed Patents, Technology and any Improvements and to meet or cause to be met the market demand for the approved Products and Licensee Owned Improvement Products and the potential use of the Licensed Patents, Technology and any Improvements.
11.4 Without Limiting the generality ...
PRODUCTION & MARKETING. 11.1 Neither party will use the Trade-marks or make reference to the other party in any advertising or publicity, without the prior written consent of the other party. Without limitation, the parties will not issue a press release regarding this Agreement or the Technology or any Improvements without first obtaining the other party’s written approval, except when the Licensee is required by law or regulations (including rules and regulations of the Securities Exchange Commission) to disclose such information, in which event the Licensee will provide UBC with sufficient prior notice to permit UBC to bring an application or other proceeding to contest the requirement.
11.2 The Licensee represents and warrants to UBC that it has the infrastructure, expertise and resources to:
(a) develop and commercialize the Technology and any Improvements;
(b) track and monitor on an ongoing basis performance under the terms of each sublicense entered into by the Licensee;
(c) monitor patent infringement regarding any patent relating to the Technology and any Improvements licensed under this Agreement; and
(d) handle the Technology and any Improvements with care and without danger to the Licensee, its employees, agents, or the public.
PRODUCTION & MARKETING. 18 3.17 Gas Balancing, Take or Pay, Allowables.................. 18
PRODUCTION & MARKETING. 27 4.17 Gas Balancing, Take or Pay, Allowables.................. 28 4.18 Leases and Contracts in Force, Operatorship............. 28 4.19 Permits................................................. 28 4.20 Current Commitments..................................... 28 4.21 Tax Partnerships........................................ 29 4.22
PRODUCTION & MARKETING. The Assets are not subject to any contractual -------------------- or other arrangements for the sale, processing or transportation of production, or otherwise relating to the marketing of production, other than contracts or other arrangements which either (i) will terminate in 92 days or less, or are subject to cancellation on not more than 92 days' notice, in each case without penalty or other detriment or (ii) are set forth in Section 3.16 of the Union Oil Disclosure Letter.
PRODUCTION & MARKETING. The assets of Titan and the Titan Subsidiaries -------------------- are not subject to any contractual or other arrangements for the sale, processing or transportation of production, or otherwise relating to the marketing of production, other than contracts or other arrangements which either (i) will terminate in 92 days or less, or are subject to cancellation on not more than 92 days' notice, in each case without penalty or other detriment or (ii) are set forth in Section 4.16 of the Titan Disclosure Letter.
PRODUCTION & MARKETING. Section 11.01. The Licensee will not use the UBC Trade-marks or make reference to UBC or its name in any advertising or publicity, without the prior written consent of UBC. Except as required by law, a stock exchange or regulatory authority, the Licensee will not issue a press release regarding this Agreement or the Technology, UBC Improvements or IP Rights without first obtaining UBC’s written approval, such approval not to be unreasonably withheld or delayed. If the Licensee is required by law to act in breach of this Article, the Licensee will provide UBC with prior notice to permit UBC to bring an application or other proceeding to contest the requirement.
Section 11.02. The Licensee represents to UBC that it has the infrastructure, expertise and resources to:
(a) develop and commercialize the Technology, Improvements and IP Rights;
(b) track and monitor on an ongoing basis performance under the terms of each sublicense entered into by the Licensee;
(c) monitor patent infringement regarding any patent relating to the Technology, Improvements and IP Rights licensed under this Agreement; and
(d) handle the Technology, Improvements, IP Rights and any Products with care and without danger to the Licensee, its employees, agents, or the public.
Section 11.03. The Licensee represents and warrants to UBC that it will, throughout the Term use commercially reasonable efforts to research, develop and commercialize at least one Product. As used herein this Article 11, “commercially reasonable efforts” means those efforts and resources consistent with the exercise of prudent scientific and business judgment as applied by Licensee to its internal programs of similar market potential and market size, risk, and at a similar stage of development.
PRODUCTION & MARKETING. 11.1 The Licensee will not use the UBC Trade-marks or make reference to UBC or its name in any advertising or publicity, without the prior written consent of UBC, except the parties will jointly issue a press release announcing the execution of this Agreement immediately thereafter and no later than 4 business days after the Start Date. Except as provided above, the Licensee will not issue a press release regarding this Agreement or the Technology or any UBC Improvements without first obtaining UBC’s written approval. If the Licensee is required by law to act in breach of this Article, the Licensee will provide UBC with sufficient prior notice to permit UBC to bring an application or other proceeding to contest the requirement.
11.2 The Licensee represents and warrants to UBC that the Licensee will use commercially reasonable efforts to:
(a) develop and commercialize the Technology and any UBC Improvements on its own or through Sublicensees;
(b) track and monitor on an ongoing basis performance under the terms of each sublicense entered into by the Licensee; and
(c) handle the Technology and any UBC Improvements with care and without danger to the Licensee, its employees, agents, or the public.