With Respect to Royalties Due to UCONN and Third Parties Sample Clauses

With Respect to Royalties Due to UCONN and Third Parties. In the event that the aggregate royalties applicable to Licensed Product covered by a Valid Claim of Patent Rights for New Inventions payable to UCONN hereunder and to any Third Parties pursuant to any agreement(s) entered into after the Effective Date of this Agreement and/or payable to UCONN pursuant to any separate agreement(s) exceed [ ** ] of the Net Sales of such Licensed Product in any country, ANTIGENICS may reduce any amounts due UCONN hereunder by the [ ** ] under such Third Party agreement(s) and/or UCONN agreement(s), provided, however, that in no event shall the royalties payable hereunder for a Licensed Product covered by a Valid Claim of Patent Rights for New Inventions be less than [ ** ] of Net Sales. In the event that ANTIGENICS exercises its right to reduce royalty payments as provided herein, ANTIGENICS will provide to UCONN a copy of relevant sections of those Third Party agreements for which royalties are being [ ** ] to the extent reasonably necessary for UCONN to confirm the royalty reductions applicable hereunder. UCONN agrees that in the event separate agreements are entered into by and between UCONN and ANTIGENICS applicable to Licensed Product, such agreement shall contain reasonable royalty reduction provisions sufficient to give effect to this Section 3.4., provided that if such agreement contains a royalty rate on Net Sales of less than [ ** ], that agreement may or may not contain a royalty reduction provision.
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Related to With Respect to Royalties Due to UCONN and Third Parties

  • Covenants of the Company With Respect to Registration In connection with any registration under Section 7.2 or 7.3 hereof, the Company covenants and agrees as follows:

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  • Prior Notice to Owners with Respect to Certain Matters Subject to the provisions and limitations of Section 4.04, with respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Owners shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Owners have withheld consent or provided alternative direction:

  • Audit Rights With Respect to Information Provided (a) Each Party, and their duly authorized representatives, shall have the right to conduct reasonable audits with respect to all information required to be provided to it by the other Parties under this Agreement. The Party conducting the audit (the “Auditing Party”) may adopt reasonable procedures and guidelines for conducting audits and the selection of audit representatives under this Section 7.8. The Auditing Party shall have the right to make copies of any records at its expense, subject to any restrictions imposed by applicable laws and to any confidentiality provisions set forth in the Separation Agreement, which are incorporated by reference herein. The Party being audited shall provide the Auditing Party’s representatives with reasonable access during normal business hours to its operations, computer systems and paper and electronic files, and provide workspace to its representatives. After any audit is completed, the Party being audited shall have the right to review a draft of the audit findings and to comment on those findings in writing within thirty business days after receiving such draft.

  • REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL With respect to the Collateral, Grantor represents and promises to Lender that:

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  • REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COMPANY The Operating Partnership and the Company hereby jointly and severally represent and warrant to each Contributor with respect to the Company that:

  • Duties of Custodian With Respect to the Books of Account and Calculation of Net Asset Value and Net Income..........................................................................................15

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