Territory Requirement Sample Clauses

Territory Requirement. If LifeCell MR does not launch marketing efforts of the Products in each of the following: (i) the European Major Markets, (ii) the MEA Major Markets, (iii) Japan, and (iv) Australia within [redacted]of the Effective Date, and there continues to be a delay in the launch of marketing efforts thereafter in a particular jurisdiction that is due solely to inaction on the part of LifeCell MR or the fault (i.e., gross negligence, misconduct, violation of applicable law, or wrongful failure to act) of LifeCell MR, then LifeCell MR’s rights granted in Section 2.1 shall revert back to Novadaq with respect to the particular country, in each case unless the Parties have agreed that it is not commercially reasonable to pursue commercialization of the Product in the particular country. Any third party action, inaction or fault with respect to gaining regulatory approval, performing clinical trials, filing for insurance reimbursement, or meeting localization requirements not caused by LifeCell MR shall not be deemed to be inaction or the fault of LifeCell MR. In addition, if LifeCell MR does not use commercially reasonable efforts to market the Products in the Territory in accordance with this Agreement, LifeCell MR’s rights granted in Section 2.1 will automatically revert back to Novadaq with respect to the Territory and the relevant Field. Notwithstanding the foregoing, if KCI MR has complied with the launch requirements pursuant to Section 2.3 of the KCI MR Agreement, then LifeCell MR shall have no obligations, and Novadaq shall have no rights, pursuant to this Section 2.3.
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Related to Territory Requirement

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  • Compliance with Regulatory Requirements Upon demand by Lender, Borrower shall reimburse Lender for Lender’s additional costs and/or reductions in the amount of principal or interest received or receivable by Lender if at any time after the date of this Agreement any law, treaty or regulation or any change in any law, treaty or regulation or the interpretation thereof by any Governmental Authority charged with the administration thereof or any other authority having jurisdiction over Lender or the Loans, whether or not having the force of law, shall impose, modify or deem applicable any reserve and/or special deposit requirement against or in respect of assets held by or deposits in or for the account of the Loans by Lender or impose on Lender any other condition with respect to this Agreement or the Loans, the result of which is to either increase the cost to Lender of making or maintaining the Loans or to reduce the amount of principal or interest received or receivable by Lender with respect to such Loans. Said additional costs and/or reductions will be those which directly result from the imposition of such requirement or condition on the making or maintaining of such Loans.

  • Laws and Regulations Notwithstanding any provision of this Agreement to the contrary, no Party shall be required to take any act, or fail to take any act, under this Agreement if the effect thereof would be to cause such Party to be in violation of any applicable law, statute, rule or regulation.

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  • Blue Sky Requirements The Company shall provide counsel to the Representative with ten copies of all proxy information and all related material filed with the Commission in connection with a Business Combination concurrently with such filing with the Commission. In addition, the Company shall furnish any other state in which its initial public offering was registered, such information as may be requested by such state.

  • Compliance with Applicable Laws and Regulations (a) The Company shall not be required to issue or deliver any Shares pursuant to this Agreement pending compliance with all applicable federal and state securities and other laws (including any registration requirements or tax withholding requirements) and compliance with the rules and practices of any stock exchange upon which the Company’s Shares are listed.

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