Examples of Licensee Instruction in a sentence
The License Agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms except for such terms modified as expressly set forth in the Licensee Instruction Letter, immediately following the consummation of the transactions contemplated by this Agreement.
The parties hereto shall cooperate to effect the foregoing treatment for United States federal, state, local and non-U.S. Tax purposes in the event that, notwithstanding the Licensee Instruction Letter, Licensee, any Sublicensee (as defined in the License Agreement) or any other Person makes any future remittance of Purchased Royalty payments to the Seller which the Seller must remit to the Buyer pursuant to Section 6.2(a).
The Parties shall cooperate to effect the foregoing treatment for United States federal, state, local and non-U.S. Tax purposes in the event that, notwithstanding the Licensee Instruction Letter, a Licensee, any sublicensee or any other Person makes any future remittance of Royalty payments to the Company which the Company must remit to Buyer pursuant to Section 4.03 of this Agreement.
Each of Adapt and Opiant agree and acknowledge, for the benefit of the Purchaser, that this Licensee Instruction may not be amended or modified except by an instrument signed by the Purchaser.
If Seller shall, notwithstanding the provisions of the License Agreement, the Escrow Agreement and the Licensee Instruction Letter, receive from the Licensee, the Escrow Agent or any other Person any Purchased Receivables, Seller shall promptly [***] following the date on which a Responsible Employee of Seller becomes aware of the receipt by Seller of such Purchased Receivables, remit to Purchaser such Purchased Receivables.
The License Agreement and the Intercompany Sale Documents will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms except, with respect to the License Agreement, for such terms modified as expressly set forth in the Licensee Consent and the Licensee Instruction Letter, immediately following the consummation of the transactions contemplated by this Agreement.
After Seller’s delivery of the Licensee Instruction Letter to the Licensee and prior to the Termination Date of this Agreement, Seller shall not, without Purchaser’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned), deliver any further directions to the Licensee regarding payment of the Purchased Receivables of the type referred to in paragraph no.
The Seller shall not deliver, except for the Licensee Instruction Letter, any further directions to Licensee regarding the payment of the Royalty without the prior written consent of the Buyer, and shall deliver such further direction to Licensee regarding the payment of the Royalty as the Buyer may reasonably request.
Promptly after the Closing, the Seller shall use commercially reasonable efforts to obtain Licensee’s duly executed acknowledgement of the Licensee Instruction Letter as promptly as practicable.
Ultragenyx and Seller shall not revoke, amend or otherwise change the Licensee Instruction Letter in any respect prior to the Royalty Termination Date without the prior written consent of Buyer.