Undertakings by Salix Sample Clauses

Undertakings by Salix. Salix (a) shall, and shall cause its Sublicensees and its and their respective Affiliates to, distribute, market, Promote, offer for sale and sell the Licensed Product only in the Territory in the Field, (b) to the maximum extent permitted by Applicable Law, shall not, and shall not permit its Affiliates and shall use commercially reasonable efforts to not permit its Sublicensees or its Sublicensees’ Affiliates to, distribute, market, Promote, offer for sale or sell the Licensed Product, directly or indirectly, (i) to any Person for sale outside the Territory or inside the Territory outside the Field or (ii) to any Person inside the Territory that (A) Salix reasonably suspects is likely to directly or indirectly distribute, market, Promote, offer for sale or sell the Licensed Product outside the Territory or inside the Territory outside the Field or assist another Person to do so or, (B) to Salix’s Knowledge, has directly or indirectly distributed, marketed, Promoted, offered for sale, sold or otherwise supplied the Licensed Product outside the Territory or inside the Territory outside the Field or assisted another Person to do so and (c) shall refer any orders for the Licensed Product outside the Territory or inside the Territory outside the Field received by Salix, its Sublicensees or any of its or their respective Affiliates to Lupin.
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Undertakings by Salix. To the maximum extent permitted by Applicable Law, Salix shall not, and Salix shall cause its Affiliates not to, and shall use commercially reasonable efforts to not permit its Sublicensees or its Sublicensees’ Affiliates to, distribute, market, Promote, offer for sale or sell the Covered Product, directly or indirectly, (a) to any Person outside the Territory or in the Territory outside the Field or (b) to any Person inside the Territory that (i) Salix reasonably suspects is likely to directly or indirectly distribute, market, Promote, offer for sale or sell the Covered Product outside the Territory or in the Territory outside the Field or assist another Person to do so, or (ii) to Salix’s Knowledge, has directly or indirectly distributed, marketed, Promoted, offered for sale, sold or otherwise supplied the Covered Product outside the Territory or in the Territory outside the Field or assisted another Person to do so. Salix shall refer any orders for the Covered Product outside the Territory or in the Territory outside the Field received by Salix, its Sublicensees, or any of its or their respective Affiliates to Lupin. The provisions of this Section 11.5.1 shall terminate as of the termination of this Agreement.
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Related to Undertakings by Salix

  • Proceedings by Holders Except to enforce the right to receive payment of principal (including, if applicable, the Fundamental Change Repurchase Price) or interest when due, or the right to receive payment or delivery of the consideration due upon conversion, no Holder of any Note shall have any right by virtue of or by availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, or for the appointment of a receiver, trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, unless:

  • Assignments and Transfers by Investors The provisions of this Agreement shall be binding upon and inure to the benefit of the Investors and their respective successors and assigns. An Investor may transfer or assign, in whole or from time to time in part, to one or more persons its rights hereunder in connection with the transfer of Registrable Securities by such Investor to such person, provided that such Investor complies with all laws applicable thereto and provides written notice of assignment to the Company promptly after such assignment is effected.

  • Proceedings by Securityholders No holder of any Debenture shall have any right to institute any suit, action or proceeding for any remedy hereunder, unless such holder previously shall have given to the Trustee written notice of an Event of Default with respect to the Debentures and unless the holders of not less than 25% in aggregate principal amount of the Debentures then outstanding shall have given the Trustee a written request to institute such action, suit or proceeding and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if any, and interest, on such Debenture when due, or to institute suit for the enforcement of any such payment, shall not be impaired or affected without the consent of such holder and by accepting a Debenture hereunder it is expressly understood, intended and covenanted by the taker and holder of every Debenture with every other such taker and holder and the Trustee, that no one or more holders of Debentures shall have any right in any manner whatsoever by virtue or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other Debentures, or to obtain or seek to obtain priority over or preference to any other such holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all holders of Debentures. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

  • Ratification of Existing Agreements All existing Dual Enrollment agreements between the Trustees and the Private School are hereby modified to conform to the terms of this agreement and the appendices of this document.

  • Call of Meetings by Company or Holders In case at any time the Company, pursuant to a Board Resolution, or the Holders of at least 10% of the aggregate principal amount of the Notes then outstanding, shall have requested the Trustee to call a meeting of Holders, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have delivered the notice of such meeting within 20 days after receipt of such request, then the Company or such Holders may determine the time and the place for such meeting and may call such meeting to take any action authorized in Section 9.01, by delivering notice thereof as provided in Section 9.02.

  • OTHER AGREEMENTS, ETC It is understood that any of the shareholders, Trustees, officers and employees of the Trust may be a partner, shareholder, director, officer or employee of, or be otherwise interested in, the Manager, and in any person controlled by or under common control with the Manager, and that the Manager and any person controlled by or under common control with the Manager may have an interest in the Trust. It is also understood that the Manager and persons controlled by or under common control with the Manager have and may have advisory, management service, distribution or other contracts with other organizations and persons, and may have other interests and businesses.

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