Counterparty Agreement definition

Counterparty Agreement means that certain Research, Development and Commercialization Agreement between Counterparty and the Seller dated May 24, 2004, as amended by Amendment No. 1 thereto dated January 6, 2006, Amendment No. 2 thereto dated as of January 1, 2006, a letter agreement styled as Amendment No. 3 thereto dated November 20, 2006, a letter agreement styled as Amendment No. 4 thereto dated August 20, 2007, Amendment No. 5 thereto dated as of April 1, 2011 and Amendment No. 6 thereto dated March 29, 2012, together with that certain letter agreement dated April 18, 2013 from Counterparty to the Seller and that certain letter agreement dated October 17, 2014 from Counterparty to the Seller.

Counterparty Agreement means any agreement entered into by the Company and the

Counterparty Agreement means that certain Purchase and Sale Agreement, dated as of December 20, 2020, by and among Seller and the Counterparties, as amended, modified or otherwise supplemented from time to time, including pursuant to the Counterparty Consent.

Examples of Counterparty Agreement in a sentence

• Notwithstanding any provision in this Purchase and Sale Agreement to the contrary, the Purchaser will purchase, acquire and accept only the Purchased Assets and is not assuming any liability or obligation of the Seller or any of the Seller’s Affiliates of whatever nature, whether presently in existence or arising or asserted hereafter (including any liability or obligation of the Seller under the Counterparty Agreement, the Sagard Agreement or otherwise).

• From and after the Effective Date, the Seller shall perform and comply in all material respects with its duties and obligations under the Counterparty Agreement related to or affecting the Purchased Assets and shall otherwise act as reasonably instructed from time to time by the Purchaser under the Counterparty Agreement in respect of the Purchased Assets.

• The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all powers and authority, and all licenses, permits, franchises, authorizations, consents and approvals of all Governmental Authorities, required to own its property and conduct its business as now conducted and to exercise its rights and to perform its obligations under the Counterparty Agreement.

• Effective immediately upon the sale of the Purchased Assets hereunder and payment of the Purchase Price, the Purchaser shall have the right to receive the Receivables Reports pursuant to the Counterparty Agreement in accordance with the Counterparty Consent, provided that the Seller shall also retain the right to receive the Receivables Reports directly from the Counterparty and, if requested, from the Purchaser.

• Seller has received no notice from any Counterparty of any intention to deduct or withhold any tax from any future payments to the Seller with respect to the Counterparty Agreement with respect to the Purchased Assets.

• The Purchaser shall have the right to require the Seller, in writing, at the sole cost and expense of the Purchaser, to exercise the Seller’s rights under the Counterparty Agreement to cause Counterparty to cure any discrepancy identified in the relevant audit report in accordance with the Counterparty Agreement.

• No deduction or withholding for or on account of any Tax has been made, or was required under Applicable Law to be made, from any payment to the Seller under the Counterparty Agreement with respect to the Purchased Assets.

More Definitions of Counterparty Agreement

Counterparty Agreement means that certain Collaboration Agreement, dated as of November 14, 2002, as amended by the Letter Agreement, dated as of April 11, 2006, as amended by the First Assignment Agreement, dated as of November 30, 2009, as amended by the Second Assignment Agreement, dated as of March 8, 2010, as amended by the Third Assignment Agreement, dated as of March 8, 2010, and as amended by the Theravance Collaboration Agreement Amendment, dated as of March 3, 2014, by and between Theravance and the Counterparty.

Counterparty Agreement means a written agreement between two Trading ParticipantsRisk Requirement” has the meaning ascribed by Procedure;

Counterparty Agreement means an agreement between the Counterparty and an Eligible Counterparty of the kind described in clause 2.1(ii);

Counterparty Agreement means any agreement entered into by DGS LLP with an Approved

Counterparty Agreement means a written agreement between two Trading Participants;

Counterparty Agreement. ’ means (each as amended from time to time) any agreement entered or to be entered into between Us and Our Counterparties solely for the purpose of facilitating transactions in over-the-counter derivatives on Your behalf.