Material Third Party Agreements Clause Samples

Material Third Party Agreements. Borrower or any Obligor defaults on any material agreement to which Borrower or such Obligor is a party with one or more third Persons resulting in a right by such third Persons, irrespective of whether exercised, to accelerate the maturity of Borrower’s or such Obliger’s obligations thereunder, or any material agreement to which Borrower or any Obligor is a party is cancelled, matures or terminates, and which default, cancellation, maturity or termination would have a material negative effect on Borrower’s or such Obliger’s business in Lender’s reasonable business judgment.
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Material Third Party Agreements. Borrower defaults on any material agreement to which Borrower is a party with one or more third Persons resulting in a right by such third Persons, irrespective of whether exercised, to accelerate the maturity of Borrower’s obligations thereunder, or any material agreement to which Borrower is a party is cancelled, matures or terminates, and which default, cancellation, maturity or termination would have a material negative effect on Borrower’s business in Lenders’ reasonable business judgment.
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Material Third Party Agreements. The Parties hereby acknowledge that Shionogi is obtaining its supply of [*] and [*], which are key raw materials and/or intermediates needed to manufacture the Compound, pursuant to agreements between Shionogi and certain Third Parties (the "MATERIAL THIRD PARTY AGREEMENTS"). Shionogi covenants that it (a) will not amend any Material Third Party Agreement in a manner that adversely affects the supply of Compound and/or Licensed Product hereunder without the prior written consent of Peninsula, and (b) will not terminate any Material Third Party Agreement without Peninsula's prior written consent. Peninsula shall not unreasonably withhold such consents. In addition, during the term of the Agreement, Shionogi may enter into an agreement with a Third Party Manufacturer pursuant to which such Third Party Manufacturer will manufacture the Compound and/or perform Fill and Finish Work as permitted in Section 2.9 (such agreement, a "THIRD PARTY MANUFACTURER AGREEMENT"). Shionogi covenants that, during the term of this Agreement, it shall comply in all material respects with the terms of the Material Third Party Agreements and any Third Party Manufacturer Agreement. Shionogi shall diligently take all reasonable steps to exercise its rights under the Material Third Party Agreements and any Third Party Manufacturer Agreement to ensure that Shionogi is able to comply with its supply obligations to Peninsula hereunder. In addition, Shionogi shall provide prompt written notice to Peninsula of any material defaults by a Third Party under the Material Third Party Agreements, or by a Third Party Manufacturer under a Third Party Manufacturer Agreement.
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Material Third Party Agreements. Annex 3 lists all Third Party Agreements relating to the Business or the Purchased Assets that are material to the Business (each, a “Material Third Party Agreement”). Each Material Third Party Agreement is valid, binding and enforceable, and is in full force and effect. No party thereto is in default (with or without notice or lapse of time or both). Seller has delivered to Buyer true and complete copies of all Material Third Party Agreements, including any amendments thereto.
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Related to Material Third Party Agreements

  • Third Party Agreements To use our Services you may need to enter into agreements with other service providers which we call “Third Party Service Providers”. For example, if you use our Services via our mobile app, you may need to enter into an agreement with your mobile device manufacturer and network operator. You agree to comply with the terms of the agreements you enter into with Third Party Service Providers and which are related to your use of our Services.

  • Related Party Agreements 34 7.5 Cooperation................................................... 34 7.6 Conduct of Business Pending Closing........................... 35 7.7

  • Intellectual Property Agreements Borrower shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Borrower's rights and interests in any property included within the definition of the Intellectual Property Collateral acquired under such contracts.

  • Third-Party Agreements and Rights The Executive hereby confirms that the Executive is not bound by the terms of any agreement with any previous employer or other party which restricts in any way the Executive’s use or disclosure of information or the Executive’s engagement in any business. The Executive represents to the Company that the Executive’s execution of this Agreement, the Executive’s employment with the Company and the performance of the Executive’s proposed duties for the Company will not violate any obligations the Executive may have to any such previous employer or other party. In the Executive’s work for the Company, the Executive will not disclose or make use of any information in violation of any agreements with or rights of any such previous employer or other party, and the Executive will not bring to the premises of the Company any copies or other tangible embodiments of non-public information belonging to or obtained from any such previous employment or other party.

  • License Agreements (a) Each Borrower and Guarantor shall (i) promptly and faithfully observe and perform all of the material terms, covenants, conditions and provisions of the material License Agreements to which it is a party to be observed and performed by it, at the times set forth therein, if any, (ii) not do, permit, suffer or refrain from doing anything that could reasonably be expected to result in a default under or breach of any of the terms of any material License Agreement, (iii) not cancel, surrender, modify, amend, waive or release any material License Agreement in any material respect or any term, provision or right of the licensee thereunder in any material respect, or consent to or permit to occur any of the foregoing; except, that, subject to Section 9.19(b) below, such Borrower or Guarantor may cancel, surrender or release any material License Agreement in the ordinary course of the business of such Borrower or Guarantor; provided, that, such Borrower or Guarantor (as the case may be) shall give Agent not less than thirty (30) days prior written notice of its intention to so cancel, surrender and release any such material License Agreement, (iv) give Agent prompt written notice of any material License Agreement entered into by such Borrower or Guarantor after the date hereof, together with a true, correct and complete copy thereof and such other information with respect thereto as Agent may request, (v) give Agent prompt written notice of any material breach of any obligation, or any default, by any party under any material License Agreement, and deliver to Agent (promptly upon the receipt thereof by such Borrower or Guarantor in the case of a notice to such Borrower or Guarantor and concurrently with the sending thereof in the case of a notice from such Borrower or Guarantor) a copy of each notice of default and every other notice and other communication received or delivered by such Borrower or Guarantor in connection with any material License Agreement which relates to the right of such Borrower or Guarantor to continue to use the property subject to such License Agreement, and (vi) furnish to Agent, promptly upon the request of Agent, such information and evidence as Agent may reasonably require from time to time concerning the observance, performance and compliance by such Borrower or Guarantor or the other party or parties thereto with the material terms, covenants or provisions of any material License Agreement. (b) Each Borrower and Guarantor will either exercise any option to renew or extend the term of each material License Agreement to which it is a party in such manner as will cause the term of such material License Agreement to be effectively renewed or extended for the period provided by such option and give prompt written notice thereof to Agent or give Agent prior written notice that such Borrower or Guarantor does not intend to renew or extend the term of any such material License Agreement or that the term thereof shall otherwise be expiring, not less than sixty (60) days prior to the date of any such non-renewal or expiration. In the event of the failure of such Borrower or Guarantor to extend or renew any material License Agreement to which it is a party, Agent shall have, and is hereby granted, the irrevocable right and authority, at its option, to renew or extend the term of such material License Agreement, whether in its own name and behalf, or in the name and behalf of a designee or nominee of Agent or in the name and behalf of such Borrower or Guarantor, as Agent shall determine at any time that an Event of Default shall exist or have occurred and be continuing. Agent may, but shall not be required to, perform any or all of such obligations of such Borrower or Guarantor under any of the License Agreements, including, but not limited to, the payment of any or all sums due from such Borrower or Guarantor thereunder. Any sums so paid by Agent shall constitute part of the Obligations. (c) No Borrower or Guarantor shall assign, sell, mortgage, lease, transfer, pledge, hypothecate, grant a security interest in or lien upon, encumber, grant an exclusive or non-exclusive license relating to any Intellectual Property, or otherwise dispose of any Intellectual Property, in each case without the prior written consent of Agent, except that any Borrower or Guarantor may, after written notice to Agent, grant a non-exclusive license relating to any Intellectual Property to another Borrower or Guarantor in the ordinary course of business.