Certain Additional Covenants. 12.4.1 BPTD shall pay all royalties or other sums that BPTD may owe to any Third Party by virtue of its activities under this Agreement, and shall perform and observe all of the other material obligations under all present and future agreements between BPTD and any Third Party that are in any way related to BPTD's ability to grant the rights BPTD has granted to ViroPharma under this Agreement or to BPTD's ability to perform its obligations to ViroPharma under this Agreement. If BPTD receives notice from any such Third Party that BPTD has committed a breach of its obligations under any such agreement, or if BPTD anticipates such breach, which breach may give rise to a right by such Third Party to terminate or materially diminish BPTD's rights to Patents and/or Information in the Field licensed to BPTD, which Patents and/or Information are sublicensed to ViroPharma hereunder, or otherwise to diminish materially BPTD's ability to perform its obligations to ViroPharma under this Agreement, BPTD shall immediately notify ViroPharma of such situation, and BPTD shall promptly cure such breach. However, if BPTD is unable to cure such breach, BPTD shall, to the extent possible, permit ViroPharma to cure such breach on BPTD's behalf.
12.4.2 BPTD agrees that, without the prior written approval of ViroPharma, BPTD and its Affiliates shall not knowingly conduct any development work, either themselves or in conjunction with any other licensees or partners, on the EHD Device, the Drug Vehicle, the Formulated Drug, the Drug, or the Drug Container for use in the Field; provided that the foregoing shall not be interpreted to prevent BPTD or its Affiliates or other licensees from developing other BPTD pulmonary drug delivery products for use outside the Field.
Certain Additional Covenants. (a) If any Pledgor shall, as a result of its ownership of any of the Collateral, become entitled to receive or shall receive any Stock Certificate (including any Stock Certificate issued pursuant to a stock dividend or a distribution in connection with any reclassification or increase or reduction of capital, or any Stock Certificate issued in connection with any reorganization) or any other certificate evidencing any Collateral, such Pledgor shall accept the same as the agent of the Agent, hold the same in trust for the Agent and deliver the same forthwith to the Agent in the exact form received, duly endorsed by such Pledgor to the Agent, if required, together with an undated stock power covering such Stock Certificate or other certificate duly executed in blank by such Pledgor and with, if the Agent so requests, signature guaranteed, to be held by the Agent, subject to the terms hereof, as additional Collateral. Any sums paid upon or in respect of the Pledged Equity Interests upon the liquidation or dissolution of any Subsidiary shall be paid over to the Agent to be held as additional Collateral. In case any distribution of capital shall be made on or in respect of the Pledged Equity Interests or any property shall be distributed upon or with respect to the Pledged Equity Interests pursuant to the recapitalization or reclassification of the capital of the Pledgor or any Subsidiary or pursuant to the reorganization thereof, as applicable, the capital or property so distributed shall be delivered to the Agent to be held as additional Collateral. If any such capital or property so paid or distributed shall be received by any Pledgor, such Pledgor shall, until such capital or property is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of such Pledgor, as additional Collateral.
(b) The Pledgors shall not vote to enable, or take any other action to permit, any Subsidiary to issue any capital stock or other equity securities or to issue any options, rights or other securities convertible into or granting the right to purchase or exchange for any capital stock or other equity securities of any Subsidiary, except for such transactions, if any, as are permitted pursuant to Article 9 of the Purchase Agreement. Each Pledgor shall defend the right, title and interest of the Agent in and to the Collateral against the claims and demands of all Persons whomsoever.
(c) In the event that any Pledgor shall ac...
Certain Additional Covenants. AND REPRESENTATIONS OF THE MEMBERS 12.1 Noncompetition.......................................................41 12.2 Confidentiality......................................................42 12.3 Transactions Between a Member or Manager and the Company Generally...43 12.4 Publicity............................................................43
Certain Additional Covenants. (a) Each Party shall comply in all material respects with all laws, rules and regulations applicable to its performance under this Agreement. Without limiting the foregoing, Licensee shall conduct its marketing and sales activities under this Agreement in compliance with applicable laws, rules and regulations and prevailing pharmaceutical industry standards.
(b) Teikoku shall not grant to any Third Party any rights inconsistent with the rights and licenses granted to Licensee under this Agreement and Teikoku will (i) use Commercially Reasonable Efforts to maintain the Teikoku Patent Rights during the Term and (ii) give prompt written notice to Licensee a reasonable time in advance of any action by Teikoku to abandon, or that may adversely affect the prosecution and/or maintenance of, the Teikoku Patent Rights and provide Licensee with a reasonable opportunity to prosecute and/or maintain the affected Teikoku Patent Rights at Licensee’s sole cost and expense. If Licensee assumes the prosecution and/or maintenance thereof, such Teikoku Patent Rights shall cease to be included in the definition of Teikoku Patent Rights as set forth in Section 1.64.
(c) Teikoku shall promptly notify Licensee in writing upon becoming aware:
(i) of any actual or threatened claim, judgment or settlement against or owed by Teikoku with respect to any of the Teikoku Intellectual Property, or of any threatened claims or litigation seeking to invalidate the Teikoku Patent Rights;
(ii) of any actual or threatened investigation, inquiry, action or proceeding by any Regulatory Authority or other government agency with respect to the Current Product;
(iii) of any actual or threatened action, suit or proceeding by any Third Party which, if adversely determined, would have a material adverse effect upon the ability of Licensee to use the Teikoku Intellectual Property as licensed hereunder; or
(iv) that the manufacture, use or sale of the Current Product or the use of the Teikoku Know-How may infringe any Patent Rights or other intellectual property rights of a Third Party.
(d) Teikoku will promptly disclose to Licensee all Teikoku Developments that arise, if any. Information provided by Teikoku to Licensee with respect to such Teikoku Developments will be in reasonable detail but in no circumstance less than would be sufficient to permit an understanding of the nature of the Teikoku Developments by a practitioner reasonably skilled in the relevant technical or scientific area.
Certain Additional Covenants. Section 6.1 Resale...............................................38 Section 6.2
Certain Additional Covenants. Seller will use its reasonable best efforts to cause the independent accountants that issued the reports relating to the Offering Financial Statements to consent to Purchaser's use of the Offering Financial Statements as may be required by applicable Law in the disclosure documents relating to the financing contemplated by this Agreement or any subsequent financing involving a public offering.
Certain Additional Covenants. The Warrantors hereby jointly and severally undertake in favor of Orchid Asia as follows:
(a) after the Closing, the Group Companies shall, and the Founders shall procure that the Group Companies will, use reasonable best efforts obtain all permits and licenses necessary for the operation of the Business;
(b) the Group Companies incorporated in the PRC and their respective branches shall use their respective reasonable best efforts to include “ ” and/or “ ” in the business scope of their respective business licenses;
(c) the Warrantors shall cause each of the Persons listed in SCHEDULE 6 to be liquidated and de-registered, or all of the equity interests in each such Person to be transferred to a third party who is not an Affiliate of any Warrantor, as soon as reasonably practicable (and in any event within two (2) years) after the Series B Closing; and
(d) the Warrantors shall (i) ensure that shall, no later than December 31, 2017, repay all amounts owed by it to the Domestic Company and any other Group Company (whether due to intercompany payables, loans or otherwise) (such amounts as of the date hereof being RMB 44,042,793.23 in the aggregate), and (ii) provide written evidence of such full repayment to Orchid Asia no later than December 31, 2017. The Warrantors further agree that, in the event that any such amount is not repaid as of December 31, 2017, for purposes of determining the amount of losses suffered by Orchid Asia under Article VII in connection with such event, Orchid Asia shall be deemed to have suffered a loss equal to such unpaid amount multiplied by the shareholding percentage of Orchid Asia in the Company at such time.
Certain Additional Covenants. Section 6.1 Reasonable Best Efforts 20 Section 6.2 Intercompany Agreements; Intercompany Accounts 20 Section 6.3 Guarantee Obligations and Liens 20 Section 6.4 Insurance 21 Section 6.5 Use of Names 23 Section 7.1 Provision of Corporate Records 23 Section 7.2 Access to Information 24 Section 7.3 Production of Witnesses 25 Section 7.4 Retention of Records 26 Section 7.5 Confidentiality 26 Section 7.6 Cooperation with Respect to Government Reports and Filings 26 Section 7.7 Tax Sharing Agreement 27
Certain Additional Covenants. (a) Buyer shall cause the Business of the Surviving Corporation to be operated as a separately reporting business unit until December 31, 2004. Buyer agrees that from and after the Closing Date until December 31, 2004, Buyer shall cause the Surviving Corporation's Business to maintain a financial reporting system that will be sufficient to permit a firm of independent accountants to determine the Business' EBITDA, and consequently, the amount of the Earnout Payments for 2003 and 2004, if any, pursuant to Section 2.11. If after the Closing Date until December 31, 2004, any contracts of the Surviving Corporation's Business are transferred, assigned, or otherwise allocated or attributed, for financial reporting purposes, to Buyer or any of its other subsidiaries (other than the Company), then equitable and reasonable adjustments will be made in calculating the Business' EBITDA, and consequently, the amount of Earnout Payments, if any, to eliminate the effect of any transfer, assignment, allocation or attribution, and no such transfer, assignment, allocation or attribution shall be made unless the financial reporting system referred to in the immediately preceding sentence is capable of tracking the performance of distinct contracts in a manner that will permit such determination of the Business' EBITDA, and consequently, of the amount of the Earnout Payments payable pursuant to the terms of this Agreement. If after the Closing Date until December 31, 2004, any contracts of the Buyer or its subsidiaries (other than the Company) are transferred, assigned, or otherwise allocated or attributed, for financial reporting purposes, to the Surviving Corporation's Business, then equitable and reasonable adjustments shall be made in calculating the Business' EBITDA, and consequently, the amount of the Earnout Payments, if any, to eliminate the effect of any transfer, assignment, allocation or attribution and no such transfer, assignment, allocation or attribution shall be made unless the financial reporting system referred to in the immediately preceding sentence is capable of tracking the performance of distinct contracts in a manner that will permit such determination of the Business' EBITDA, and consequently, of the amount of Earnout Payments pursuant to the terms of this Agreement. All actions taken by Buyer during the period covered by this Section 5.11(a) shall be in good faith and not for the purpose of reducing the amount of Earnout Payments pursuant to the term...
Certain Additional Covenants. (a) Each Cable Partner agrees that for so long as such Cable Partner is a Partner during the Term (as defined in the Parents Agreement) of the Parents Agreement to which the Parent of such Cable Partner is a party, neither it nor any of its Controlled Affiliates will engage in any transaction or series of related transactions, other than a Permitted Transaction, in which cable television system assets owned directly or indirectly by the Parent of such Partner are Transferred if, after giving effect to such transaction or the last transaction in such series of related transactions, the number of basic subscribers served by the cable television systems in the United States of America (including its territories and possessions other than Puerto Rico) owned by the Parent of such Partner, directly and indirectly through its Controlled Affiliates, is equal to twenty-five percent (25%) or less of the number of basic subscribers served by the cable television systems in the United States of America (including its territories and possessions other than Puerto Rico) owned by the Parent of such Partner, directly and indirectly through its Controlled Affiliates, before giving effect to such transaction or the first transaction in such series of related transactions.
(b) Sprint agrees that for so long as Sprint is a Partner during the Term (as defined in the Parents Agreement) of any Parents Agreement, neither it nor any of its Controlled Affiliates will engage in any transaction or series of related transactions, other than a Permitted Transaction, in which long distance telecommunications business assets owned directly or indirectly by Sprint Parent are Transferred if, after giving effect to such transaction or the last transaction in such series of related transactions, the number of customers served by the long distance telecommunications business in the United States of America (including its territories and possessions other than
