Subcontracting; Performance by Affiliates Sample Clauses

Subcontracting; Performance by Affiliates. Codiak will have the right to subcontract any of the activities assigned to it under any Work Plan (a) to any Third Party that has been pre-approved by Jazz and is designated in such Work Plan as an authorized (sub)contractor and (b) to any other Third Party only with the consent and written approval of the JSC (such consent not to be unreasonably withheld, conditioned or delayed). Unless the JSC has decided that the applicable type of subcontracting pursuant to this Section 2.4 by Codiak is exempt from the review requirements imposed by this Section 2.4, if Codiak desires to subcontract any of the activities assigned to it under any Work Plan to a Third Party, Codiak will notify Jazz regarding the identity of the Third Party and the nature of the contemplated subcontracting. Jazz will then have up to [***] to notify Codiak whether Jazz will review the applicable subcontracting and related agreements. If Jazz so notifies Codiak, Codiak will then provide the draft(s) of such agreement(s) to Jazz, and Jazz will have up to [***] to review and comment on such draft(s) from the date that Codiak provides such draft(s). Codiak will consider such comments in good faith but will have no obligation to implement them. Without limiting the foregoing, Codiak will promptly disclose to Jazz the executed versions of any agreements with such Third Party. Jazz and its Affiliates will have the right to subcontract any of its or their activities assigned to it or them under any Work Plan to a Third Party only with the consent and written approval of the JSC (such consent not to be unreasonably withheld, conditioned or delayed). Unless the JSC has decided that the applicable type of subcontracting pursuant to this Section 2.4 by Jazz is exempt from the review requirements imposed by this Section 2.4, if Jazz desires to subcontract any of the activities assigned to it under any Work Plan to a Third Party, Jazz will notify Codiak regarding the identity of the Third Party and the nature of the contemplated subcontracting. Codiak will then have up to [***] to notify Jazz whether Codiak will review the applicable subcontracting and related agreements. If Codiak so notifies Jazz, Jazz will then provide the draft(s) of such agreement(s) to Codiak, and Codiak will have up to [***] to review and comment on such draft(s) from the date that Jazz provides such draft(s). Jazz will consider such comments in good faith but will have no obligation to implement them. Without limiting the foreg...
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Subcontracting; Performance by Affiliates. Each Party shall have the right to subcontract any of the activities assigned to it under any Program Plan to a Third Party to the extent expressly provided for in such Program Plan or with the written approval of the Joint Scientific Committee; provided that, in each case, no such permitted subcontracting shall relieve the subcontracting Party of any obligation hereunder. The Parties recognize that each may perform some or all of its obligations under this Agreement through Affiliates; provided, that each Party shall remain responsible and be a guarantor of the performance by its Affiliates and shall cause its Affiliates to comply with the provisions of this Agreement in connection with such performance.
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Subcontracting; Performance by Affiliates. Ablynx will have the right to subcontract any of the activities assigned to it under any Work Plan to a Third Party only with the consent and written approval of the JSC (such consent not to be unreasonably withheld, conditioned or delayed), and in any case Ablynx will promptly disclose any such subcontracting to Sanofi as well as the corresponding agreements. Sanofi will have the right to subcontract any of its activities under this Agreement, including activities assigned to it under any Work Plan to a Third Party, and Sanofi’s subcontractors will be deemed not to be sublicenses for purposes of the licenses set forth in Section 3.1. In each case, no such permitted subcontracting will relieve the subcontracting Party of any obligation hereunder. Sanofi will not make available Ablynx Platform Know-How to a Third Party subcontractor during the applicable Research Program Term without the prior written consent of Ablynx at Ablynx’s sole discretion. Each Party agrees that the other Party may perform some or all of its obligations under this Agreement through Affiliates (other than a Future Acquirer unless Sanofi provides its prior written consent) for so long as they remain Affiliates of such other Party; provided that each Party will remain responsible and be a guarantor of the performance by its Affiliates and will cause its Affiliates to comply with the provisions of this Agreement in connection with such performance.
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Subcontracting; Performance by Affiliates. Each Party may engage its Affiliates or Third Party subcontractors (including contract research organizations and contract manufacturing organizations) to perform certain of its obligations under this Agreement without the prior written consent of the other Party. Any Affiliate or Third Party subcontractor to be engaged by a Party to perform such Party’s obligations set forth in this Agreement will meet the qualifications typically required by such Party for the performance of work similar in scope and complexity to the subcontracted activity. The activities of any such Third Party subcontractors or Affiliates performing on behalf of a Party under this Agreement will be considered activities of such subcontracting Party under this Agreement. The subcontracting Party will be responsible for ensuring compliance by any such Third Party subcontractors or Affiliates with the terms of this Agreement, as if such Third Party(ies) or Affiliate are such Party hereunder. Notwithstanding the foregoing, the second, third, and fourth sentence of this Section 17.15 does not apply to activities related primarily to Universal Cells Program Targets and Universal Cells Program Products.
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Related to Subcontracting; Performance by Affiliates

  • Performance by Affiliates Each Party may discharge any obligations and exercise any right hereunder through any of its Affiliates. Each Party hereby guarantees the performance by its Affiliates of such Party’s obligations under this Agreement, and shall cause its Affiliates to comply with the provisions of this Agreement in connection with such performance. Any breach by a Party’s Affiliate of any of such Party’s obligations under this Agreement shall be deemed a breach by such Party, and the other Party may proceed directly against such Party without any obligation to first proceed against such Party’s Affiliate.

  • Performance by Contractor The Contractor, at the Contractor's own expense, shall, except as herein otherwise specifically provided, furnish and provide all and every kind of labour and superintendence, services, tools, implements, machinery, plant materials, articles and whatsoever is necessary for the due execution of the work. The Contractor shall fully construct and erect the work in the most thorough, professional and substantial manner, in every respect to the satisfaction and approval of the Engineer. The Contractor shall complete the work within the time specified herein and deliver it to the Minister in the manner and upon the terms and conditions of the Contract.

  • CONTRACTOR’S PERFORMANCE 2.21.1 Contractor shall make citizen satisfaction a priority in providing services under this Agreement. Contractor shall train its employees to be customer service-oriented and to positively and politely interact with citizens when performing contract services. Contractor’s employees shall be clean, courteous, efficient, and neat in appearance and committed to offering the highest quality of service to the public. If, in the Director’s opinion, Contractor is not interacting in a positive and polite manner with citizens, he or she shall direct Contractor to take all remedial steps to conform to these standards

  • Contractor’s Performance Warranties Contractor represents and warrants to the State that: (i) Each and all of the services shall be performed in a timely, diligent, professional and skillful manner, in accordance with the highest professional or technical standards applicable to such services, by qualified persons with the technical skills, training and experience to perform such services in the planned environment. (ii) Any time software is delivered to the State, whether delivered via electronic media or the internet, no portion of such software or the media upon which it is stored or delivered will have any type of software routine or other element which is designed to facilitate unauthorized access to or intrusion upon; or unrequested disabling or erasure of; or unauthorized interference with the operation of any hardware, software, data or peripheral equipment of or utilized by the State. Without limiting the generality of the foregoing, if the State believes that harmful code may be present in any software delivered hereunder, Contractor will, upon State’s request, provide a new or clean install of the software. Notwithstanding the foregoing, Contractor assumes no responsibility for the State’s negligence or failure to protect data from viruses, or any unintended modification, destruction or disclosure. (iii) To the extent Contractor resells commercial hardware or software it purchased from a third party, Contractor will, to the extent it is legally able to do so, pass through any such third party warranties to the State and will reasonably cooperate in enforcing them. Such warranty pass-through will not relieve the Contractor from Contractor’s warranty obligations set forth herein.

  • Performance by Seller Seller shall have performed, satisfied and complied with all covenants, agreements and conditions required by this Agreement to be performed or complied with by each of them, on or before the Closing Date.

  • Performance by Agent If the Borrower shall fail to perform any covenant, duty or agreement contained in any of the Loan Documents, the Agent may perform or attempt to perform such covenant, duty or agreement on behalf of the Borrower after the expiration of any cure or grace periods set forth herein. In such event, the Borrower shall, at the request of the Agent, promptly pay any amount reasonably expended by the Agent in such performance or attempted performance to the Agent, together with interest thereon at the applicable Post-Default Rate from the date of such expenditure until paid. Notwithstanding the foregoing, neither the Agent nor any Lender shall have any liability or responsibility whatsoever for the performance of any obligation of the Borrower under this Agreement or any other Loan Document.

  • EVALUATING PERFORMANCE 7.1 The Performance Plan (Annexure A) to this Agreement sets out: 7.1.1 the standards and procedures for evaluating the Employee’s perfor- xxxxx; and 7.1.2 the intervals for the evaluation of the Employee’s performance. 7.2 Despite the establishment of agreed intervals for evaluation, the Employer may in addition review the Employee’s performance at any stage while the contract of employment remains in force. 7.3 Personal growth and development needs identified during any performance review discussion must be documented in a Personal Development Plan as well as the actions agreed to and implementation must take place within set time frames. 7.4 The Employee’s performance will measured in terms of contributions to the goals and strategies set out in the Employer’s IDP. 7.5 The annual performance appraisal will involve: 7.5.1. Assessment of the achievement of results as outlined in the perfor- xxxxx plan: (a) Each KPA should be assessed according to the extent to which the specified standards or performance indicators have been met and with due regard to ad hoc tasks that had to be performed under the KPA. (b) An indicative rating on the five-point scale should be provided for each KPA. (c) The applicable assessment rating calculator (refer to paragraph 7.5.3. below) must then be used to add the scores and calculate a final KPA score.

  • Continuing Performance (a) The obligations under this Agreement continue until satisfied in full and do not merge with any action performed or document executed by any Party for the purposes of performance of this Agreement. (b) Any representation in this Agreement survives the execution of any document for the purposes of, and continues after, performance of this Agreement. (c) Any indemnity given by any Party under this Agreement: (i) constitutes a liability of that Party separate and independent from any other liability of that Party under this Agreement or any other agreement; and (ii) survives and continues after performance of this Agreement.

  • Performance by the Company The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company.

  • Annual Performance Review The Employee’s performance of his duties under this Agreement shall be reviewed by the Board of Directors or a committee of the Board of Directors at least annually and finalized within thirty (30) days of the receipt of the annual audited financial statements. The Board of Directors or a committee of the Board of Directors shall additionally review the base salary, bonus and benefits provided to the Employee under this Agreement and may, in their discretion, adjust the same, as outlined in Addendum B of this Agreement, provided, however, that Employee’s annual base salary shall not be less than the base salary set forth in Section 4(A) hereof.

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