Material Communications Clause Samples
The Material Communications clause defines the requirements and procedures for notifying the other party about significant or impactful information related to the agreement. Typically, this clause specifies what constitutes a 'material' communication, such as events that could affect the parties' rights, obligations, or the overall performance of the contract, and outlines the method and timing for delivering such notices. Its core function is to ensure that both parties remain informed about important developments, thereby reducing the risk of misunderstandings or disputes arising from a lack of timely or adequate communication.
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Material Communications. Tenant shall transmit to Landlord, within 5 business days after receipt thereof, any material communication affecting a Facility, this Lease, the Legal Requirements or the Government Authorizations, and Tenant will promptly respond to Landlord's inquiry with respect to such information. Tenant shall promptly notify Landlord in writing after Tenant has knowledge of any potential, threatened or existing litigation or proceeding against, or investigation of, Tenant, Guarantor, or the Facility that may affect the right to operate the Facility or Landlord's title to the Facility or Tenant's interest therein.
Material Communications. For the purpose of this Agreement, "Material Communications" shall be defined as those communications associated with material breach of this Agreement, termination or recapture of this Agreement, demand for arbitration or dispute resolution under this Agreement, a change in or loss of the Reinsurer's licensing or accreditation, and/ or confidentiality and compliance provisions set forth in this Agreement. All material communications will be addressed as follows: If to the Ceding Company: If to the Reinsurer: Individual Life Director of Head of Client Markets Reinsurance Hartford Life Insurance Company Swiss Re Life & Health America Inc. 200 Hopmeadow Str▇▇▇ 175 King Street S▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: (▇▇▇) 843-5860 A▇▇▇▇▇▇▇▇ ▇▇▇▇▇tion Pool -- Effective 10/1/2008 Between HLIC and Swiss Re 38 Copies (which shall not constitute Copies (which shall not constitute notice) to: notice) to: Corporate Reinsurance Risk Mgt. Actuarial Department Hartford Life Insurance Company Swiss Re Life & Health America Inc. 200 Hopmeadow Str▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: (860) 843-5568 R▇▇▇▇▇▇▇▇▇▇ ▇▇▇nsel Senior Legal Counsel Hartford Life Insurance Company Swiss Re Life & Health America Inc. 200 Hopmeadow Str▇▇▇ 175 King Street S▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: (▇▇▇) 843-8665 o▇ ▇▇▇▇ ▇▇▇▇▇ ▇ddress or facsimile number as one Party may provide to the other Party by routine communication given as described below in Section B. The foregoing shall not preclude the effectiveness of actual written notice given to a Party at any address or by any means.
Material Communications. Tenant shall transmit to Landlord, within five Business Days after receipt thereof, any material communication affecting a Facility, this Lease, the Legal Requirements or the Government Authorizations, and Tenant will promptly respond to Landlord's inquiry with respect to such information. Tenant shall promptly notify Landlord in writing after Tenant has knowledge of any potential, threatened or existing litigation or proceeding against, or investigation of, Tenant or the Facility that may affect the right to operate the Facility or Landlord's title to the Facility or Tenant's interest therein. Without otherwise limiting the term "material" as used in the preceding sentence, any litigation or proceeding involving a claim of $50,000.00 or more or involving a threatened or alleged violation of an Environmental Law shall be deemed to be material.
Material Communications. Borrower shall transmit to Lender, within five business days after receipt thereof, any material communication affecting a Facility, the Loan Documents, the Legal Requirements or the Government Authorizations, and Borrower will promptly respond to Lender’s inquiry with respect to such information. Borrower shall promptly notify Lender in writing of any potential, threatened or existing material litigation or proceeding against, or investigation of, Borrower, GEN, Operator or the Facility and of which each such entity has knowledge that if adversely determined could reasonably be expected to adversely affect the right to operate the Facility for its current use or title to the Facility or Lender’s interest therein.
Material Communications. Tenant and each Subtenant shall transmit to Landlord, within five Business Days after receipt thereof, any material communication affecting a Facility, this Lease, the Legal Requirements or the Government Authorizations (except that any material communication regarding termination or revocation of a license to operate a Facility, shall be provided within one Business Day of receipt), and Tenant and each Subtenant will promptly respond to Landlord’s inquiry with respect to such information. Tenant and each Subtenant shall notify Landlord in writing within five Business Days after Tenant or any Subtenant has knowledge of any potential, threatened or existing litigation or proceeding against, or investigation of, Tenant, Subtenant, Guarantor, or the Facility that may affect the right to operate the Facility or Landlord’s title to the Facility or Tenant’s interest therein.
Material Communications. (a) With respect to Shared Commercial Product Patent Rights and Biopharma Patent Rights (excluding any Non-Exclusive Licensed Patent Rights), the applicable Pfizer Licensor shall provide the applicable Company Licensee with a copy of any material communications from, and drafts of any material filings or responses to, the patent authorities in the applicable countries or regulatory jurisdictions, regarding such Patent Rights, reasonably prior to submission thereof to allow such Company Licensee an opportunity to review and comment thereon (and such Pfizer Licensor shall reasonably consider any such comments made by such Company Licensee, subject to such Pfizer Licensor’s final decision-making authority).
(b) With respect to New Shared Commercial Product Patent Rights and New Biopharma Patent Rights that are owned by a Company Licensee in accordance with Section 12.1.2(a), such Company Licensee shall provide its corresponding Pfizer Licensor with a copy of any material communications from, and drafts of any material filings or responses to, the patent authorities in the applicable countries or regulatory jurisdictions, regarding such Patent Rights, reasonably prior to submission thereof to allow such Pfizer Licensor an opportunity to review and comment thereon (and such material communications, filings and responses shall be subject to such Pfizer Licensor’s approval, not to be unreasonably withheld). Such Pfizer Licensor shall provide any comments with respect to such communications, filings and responses to such Company Licensee as soon as reasonably practicable and such Company Licensee shall incorporate all such comments made by such Pfizer Licensor. In the event of a dispute between such Company Licensee and such Pfizer Licensor regarding such comments, such Pfizer Licensor shall have final decision-making authority.
Material Communications. For the purpose of this Agreement, "Material Communications" shall be defined as those communications that are associated with material breach of this Agreement, termination or recapture of this Agreement, the resolution of disputes by arbitration, negotiation or court proceedings under this Agreement, a change in or loss of the Reinsurer's licensing or accreditation, and/or confidentiality and compliance provisions set forth in this Agreement. All material communications will be addressed as follows: If to the Ceding Company: If to the Reinsurer: Individual Life Director of Reinsurance Reinsurance, S-6 Hartford Life Insurance Companies The Canada Life Assurance Company 200 Hopmeadow Street ▇▇▇ University Avenue Sim▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ronto, ON M5G 1R8 Facsi▇▇▇▇: (▇▇▇) ▇▇▇-▇▇▇0 (▇▇▇) ▇▇▇-8488 Copies (w▇▇▇▇ ▇▇▇▇▇ ▇▇▇ constitute Copies (which shall not constitute notice) to: notice) to: Corporate Reinsurance Reinsurance Treaty Department, S-6 Ha▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Companies The Canada Life Assurance Company 200 Hopmeadow Street ▇▇▇ University Avenue Sim▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ronto, ON M5G 1R8 Facsi▇▇▇▇: (▇▇▇) ▇▇▇-▇▇▇8 (▇▇▇) ▇▇▇-8488 Reinsuran▇▇ ▇▇▇▇▇▇▇ Reinsurance Legal Counsel, S-6 Hartford Life Insurance Companies The Canada Life Assurance Company 200 Hopmeadow Street ▇▇▇ University Avenue Sim▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ronto, ON M5G 1R8 Facsi▇▇▇▇: (▇▇▇) ▇▇▇-▇▇▇5 (▇▇▇) ▇▇▇-2519 or such o▇▇▇▇ ▇▇▇▇▇▇▇ ▇r facsimile number as one Party may provide to the other Party by routine communication given as described under Section B. The foregoing shall not preclude the effectiveness of actual written notice given to a Party at any address or by any means. Allocated Retention Pool (Non-Excess Risks) -- Effective October 1, 2008 Between Canada Life ▇▇▇ ▇▇▇▇▇
Material Communications. Tenant and each Subtenant shall transmit to Landlord, within 10 Business Days after receipt thereof, any material communication affecting a Facility, this Lease, the Legal Requirements or the Government Authorizations, and Tenant and each Subtenant will promptly respond to Landlord’s inquiry with respect to such information. Tenant and each Subtenant shall notify Landlord in writing within five days after Tenant or any Subtenant has knowledge of any threatened or existing material litigation or material proceeding against, or investigation of, Tenant, Subtenant, Guarantor, or the Facility that may affect the right to operate the Facility or Landlord’s title to the Facility or Tenant’s interest therein.
Material Communications. Borrower shall transmit to Lender, within five business days after receipt thereof, any communication that may materially and adversely affect Borrower, any existing Facility, the Loan Documents or the Lease Documents and Borrower will promptly respond to Lender's inquiry with respect to such communication. Upon receipt of written notice thereof, Borrower shall promptly notify Lender in writing of any threatened or existing litigation or proceeding against, or investigation of, Borrower or any Facility that may materially and adversely affect the right to operate the Facility or title to the Facility or Lender's interest therein.
Material Communications. Without limitation of any other provision hereof (including Section 4.6), each party shall, within five (5) business days, provide notice to the other party of any material communications with any governmental agency concerning the Product in connection with any indication for which an NDA has been filed for the Product in the Territory, including, without limitation, Adverse Event reports and safety reports. Copies of all such material communications shall be attached to the notice sent pursuant to this Section 10.2. Notwithstanding the foregoing, in the event of a communication or directive from a regulatory authority commencing or threatening seizure of Product or *** CONFIDENTIAL TREATMENT REQUESTED.