Third Party Financial Obligations Sample Clauses

Third Party Financial Obligations. (a) Subject to Section 8.10(b) and 8.10(c) below, in the event that Incyte in its reasonable discretion determines that it is necessary or useful to obtain a license under any Patents controlled by a Third Party in order to Exploit the Monotherapy Regimen (such license, a “Third Party License”), then Incyte may credit up to [**] of the amount of [**], milestone payments, royalties, and other amounts actually paid by Incyte or its applicable Affiliate or, solely to the extent passed through to Incyte, its sublicensee, as the case may be, to such Third Party in connection with such Third Party License in a given Calendar Quarter, in each case to the extent allocable to rights to Exploit the Monotherapy Regimen, against future milestone payments and royalty payments owed to MacroGenics under Section 8.3 (as such royalties may be adjusted pursuant to Section 8.5(b)) in such Calendar Quarter (such credit, the “Third Party License Credit”); provided, however, that in no event will such Third Party License Credit reduce any royalty or milestone payment payable to MacroGenics to less than [**] of the royalty or milestone amount otherwise payable with respect to the applicable Licensed Product. Any share of such Third Party obligations that [**] due to the [**]. For clarity, the Third Party License Credit shall not be [**].
Sample 1
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Third Party Financial Obligations. (a) MacroGenics shall be solely responsible for the payment of any royalties, sublicense revenues, milestones or other payments due by either Party, their Affiliates or sublicensees to Third Parties arising with respect to [***] (each, a “Third Party Obligation”), (i) to the extent such Third Party [***], or (ii) to the extent such Third Party Obligation [***]. If MacroGenics fails to pay any amount of a Third Party Obligation related to the DART Platform, a Compound and/or a Product and such payment [***] or the failure to make such payment [***], upon [***] prior notice, Company may elect, in its sole discretion, to make such payment *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. to such Third Party on behalf of MacroGenics. If Company makes such payment to such Third Party, Company may deduct the amount of such payment from any payments that are owed or that become owed to MacroGenics under this Agreement or, if such deduction is not applicable, MacroGenics shall reimburse Company the amount of such payment within [***] after Company makes such payment.
Sample 1
Third Party Financial Obligations. Subject to Section 8.5.7, on a Royalty-Bearing Product-by-Royalty-Bearing Product basis, if a Party [***] make payments to a Third Party for a license under or the use of Patent Rights held by such Third Party that [***] then such Party may offset [***] percent ([***]%) of any [***] actually paid by such Party to such Third Party under such Third Party license with respect to such Patent Rights related to [***] of such Royalty-Bearing Product against the running royalty payments that are due to the other Party with respect to Net Sales of such Royalty-Bearing Product in such country under Section 8.5.1(a) or Section 8.5.1(b), as applicable; provided that, [***]. Further, subject to Section 8.5.7, [***].
Sample 1
Third Party Financial Obligations. CytoDyn will be solely responsible for, and shall indemnify Vyera for, the payment of any royalties, sublicense revenues, milestones or other payments due to Third Party(ies) under Existing Licenses arising with respect to the Commercialization, under the licenses granted under this Agreement, of the Licensed Product, in the Field in the Territory.
Sample 1
Third Party Financial Obligations. (a) [***] shall be solely responsible for the payment of any royalties, sublicense revenues, milestones or other payments due to Third Parties arising with respect to the Exploitation of a Compound or a Product in the Field in the Territory (“Third Party Obligation”): (1) [***] such Third Party Obligation [***] of the License Option, regardless if the terms or conditions of such Third Party Obligation have been agreed upon with such Third Party [***]; (2) which are owed to [***]; provided, that such Third Party Obligations arise from or are related to [***].
Sample 1

Related to Third Party Financial Obligations

  • Financial Obligations At or prior to the Closing, Purchaser shall at its sole expense use reasonable best efforts to (a) arrange for substitute letters of credit, surety, performance and other bonds (“Credit Enhancements”) to replace any outstanding Credit Enhancements entered into by or on behalf of Seller, any Seller Entity or any of their respective Affiliates (other than the Purchased Entities) in connection with or relating to the Business, the Purchased Assets or the Assumed Liabilities set forth on Section 5.8 of the Seller Disclosure Schedules, or (b) assume all obligations under each Credit Enhancement, obtaining from the creditor or other counterparty a full and irrevocable release of Seller and its Affiliates that are liable, directly or indirectly, for reimbursement to the creditor or fulfillment of other Liabilities to a counterparty in connection with such Credit Enhancements; provided, with respect to any Credit Enhancement not set forth on Section 5.8 of the Seller Disclosure Schedules, Purchaser shall take one of the two foregoing actions as promptly as practicable after such Credit Enhancement is identified to Purchaser; provided, further, that, in each case, Purchaser’s efforts obligations with respect to such Credit Enhancements shall not be deemed to require Purchaser or any Affiliate thereof to enter into any replacement or assumption agreement with respect to any Credit Enhancement on terms or conditions less favorable to Purchaser and its Affiliates than those of Seller or its applicable Affiliate to be replaced or assumed or in a form or amount different therefrom. Regardless of whether any Credit Enhancement is set forth in Section 5.8 of the Seller Disclosure Schedules, Purchaser further agrees that to the extent Seller or any of its Affiliates incurs any cost or expense, or is required to make any payment, in connection with such Credit Enhancements on or after the Closing, Purchaser shall indemnify and hold harmless Seller and its Affiliates against, and reimburse Seller and its Affiliates for, any and all amounts paid, including costs or expenses in connection with such Credit Enhancements, including Seller’s and any of their respective Affiliates’ expenses in maintaining such Credit Enhancements, whether or not any such Credit Enhancement is drawn upon or required to be performed, and shall in any event promptly and in no event later than three (3) Business Days after written demand therefor from Seller, reimburse Seller and any of its Affiliates to the extent that any Credit Enhancement is called upon and Seller or any of its Affiliates makes any payment or incurs any Liability in respect of any such Credit Enhancement.

  • Payment of Financial Obligations The payment or provision to the Executive by the Company of any remuneration, benefits or other financial obligations pursuant to this Agreement shall be allocated among the Operating Partnership, the REIT and any subsidiary or affiliate thereof in such manner as such entities determine in order to reflect the services provided by the Executive to such entities; provided, however, that the Operating Partnership and the REIT shall be jointly and severally liable for such obligations.

  • No Financial Obligation No provision of this Escrow Agreement shall require the Escrow Agent to risk or advance its own funds or otherwise incur any financial liability or potential financial liability in the performance of its duties or the exercise of its rights under this Escrow Agreement.

  • Other Material Obligations Default in the payment when due, or in the performance or observance of, any material obligation of, or condition agreed to by, any Loan Party with respect to any material purchase or lease of goods or services where such default, singly or in the aggregate with all other such defaults, might reasonably be expected to have a Material Adverse Effect.

  • Additional Obligations of the Company The Company shall:

  • No Release of Material Obligations Take action, and will use its commercially reasonable efforts to prevent any action from being taken by others, that would release any Person from any material obligation under a document included in the Collateral or that would impair the validity or enforceability of the Collateral or a document included in the Collateral;

  • Litigation and Contingent Obligations There is no litigation, arbitration, governmental investigation, proceeding or inquiry pending or, to the knowledge of any of their officers, threatened against or affecting the Borrower or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Loans. Other than any liability incident to any litigation, arbitration or proceeding which could not reasonably be expected to have a Material Adverse Effect, the Borrower has no material contingent obligations not provided for or disclosed in the financial statements referred to in Section 5.4.

  • Indebtedness and Contingent Obligations As of the Closing, the Borrowers shall have no outstanding Indebtedness or Contingent Obligations other than the Obligations or any other Permitted Indebtedness.

  • Permitted Contingent Obligations Contingent Obligations (a) arising from endorsements of Payment Items for collection or deposit in the Ordinary Course of Business; (b) arising from Hedging Agreements permitted hereunder; (c) existing on the Closing Date, and any extension or renewal thereof that does not increase the amount of such Contingent Obligation when extended or renewed; (d) incurred in the Ordinary Course of Business with respect to surety, appeal or performance bonds, or other similar obligations; (e) arising from customary indemnification obligations in favor of purchasers in connection with dispositions of Equipment permitted hereunder; (f) arising under the Loan Documents; (g) guaranties of Permitted Debt; or (h) in an aggregate amount of $250,000 or less at any time.

  • Development Obligations You agree to do each of the following:

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