New Arrangements Sample Clauses

New Arrangements. (a) Without limiting the provisions of this Article 6 or any other rights or remedies the Buyer may have under this Agreement, if the License Agreement is terminated prior to the date on which all Patents within the Licensed Patents have expired or been abandoned: (i) as reasonably instructed by the Buyer, the Seller will use commercially reasonable efforts to negotiate and enter into a license, assignment or transfer agreement with Licensee for the regulatory filings and approvals, data, know-how, and Patents owned or controlled by Licensee, including a license to the Karuna Product Patents, in each case, that are necessary or useful to research, develop, manufacture, use, market, sell, offer for sale, import or distribute the Licensed Products; and (ii) the Buyer shall have the exclusive right to negotiate, or cause the Seller to use commercially reasonable efforts to negotiate and enter into, a license under the Licensed Patents with a Third Party, pursuant to which such Third Party will be granted rights to research, develop, manufacture, use, market, sell, offer for sale, import or distribute the Licensed Products for any purpose that Licensee would have been permitted to research, develop, manufacture, use, market, sell, offer for sale, import or distribute the Licensed Products under the License Agreement, subject to any rights retained by Licensee following such termination pursuant to Section 11.3 of the License Agreement (such license, a “New Arrangement”). The Seller shall provide reasonable assistance to and cooperate with the Buyer, at the Buyer’s cost and expense (including the Buyer’s payment of the Seller’s reasonable and documented attorneys’ fees, if any, in connection therewith), in such efforts as the Buyer shall undertake in connection with the negotiation of, and entry into, such New Arrangement. Any New Arrangement shall (x) not become effective earlier than the effective date of such termination of the License Agreement and (y) not include terms, conditions and limitations that impose any additional obligation or expense on the Seller or that are, in the aggregate, materially less favorable to the Seller and (as a result of the Buyer’s purchase hereunder) the Buyer than those contained in the License Agreement, including with respect to obligations and costs imposed on the Seller, disclaimers of the Seller’s liability, intellectual property ownership and control, indemnification of the Seller, milestone payments, royalty rates and s...

New Arrangements. Under the 2016 Act, the NIPSO may investigate a complaint, made by a member of the public who claims to have sustained an injustice (in the Act referred to as ‘a person aggrieved’). The complaint must relate to alleged maladministration through action taken in the exercise of administrative functions by a listed authority. The listed authorities within the NIPSO’s jurisdiction are listed in Schedule 3 of the 2016 Act. In relation to the NSIBs, Schedule 3 states: 1 Schedule 3 of the Public Services Ombudsman Act (Northern Ireland) 2016. Section 50(2) of the 1999 Act. 1. An implementation body is a listed authority only to the extent that it exercises functions in or as regards Northern Ireland.’

New Arrangements. Notwithstanding Section 5.9, if (a) the Royalty ceases to be paid as a result of Licensee’s exercise of its rights under Section 10.3 of the License Agreement so that the Seller still has the right to grant a non-exclusive license to the Dicerna Licensed Patent Rights without violating the License Agreement or (b) the license granted by the Seller to Licensee to the Dicerna Licensed Patent Rights under the License Agreement is terminated, to the extent of the Seller’s rights to the Dicerna Licensed Patent Rights that survive, the Buyer shall have the exclusive right to negotiate one or more licenses or sublicenses under the Dicerna Licensed Patent Rights with one or more third parties to commercialize or otherwise exploit the Dicerna Licensed Patent Rights (each such license or sublicense, a “New Arrangement”). The Seller shall reasonably cooperate with the Buyer, at the Buyer’s direction and, solely where clause (b) is applicable, at the Buyer’s cost and expense, in connection with the negotiation, execution and delivery of any New Arrangement. Any New Arrangement shall not include terms, conditions and limitations that are, in the aggregate, more burdensome to the Seller than those contained in the License Agreement. The Seller’s rights and obligations under this Agreement in respect of the License Agreement shall apply to any New Arrangement mutatis mutandis (as applicable to such New Arrangement). Where clause (b) is applicable, the Buyer shall reimburse the Seller for any reasonable and documented expenses (including attorneys’ fees) incurred by the Seller in connection with the pursuit, negotiation or execution of any New Arrangement with a third party. As soon as practicable following the execution of any New Arrangement by each party thereto, the Buyer and the Seller shall cooperate with one another to enter into new agreements (or to make amendments to this Agreement, the ▇▇▇▇ of Sale and such other documents that the Buyer may reasonably request) to effect the foregoing.

New Arrangements. International Wireless and Grupo Carso hereby ---------------- agree that, effective as of the Prodigy Closing, (i) Grupo Carso shall purchase the remaining 3,000,000 shares from International Wireless for $3.00 per share under the Existing Grupo Carso Agreement and (ii) the "standstill" provisions of the Existing Grupo Carso Agreement shall be amended to permit Grupo Carso to purchase all shares it is entitled or obligated to purchase hereunder.

New Arrangements. (a) Without limiting the provisions of Section 5.05, in the event that (i) the License Agreement is terminated by Almirall, Almirall LLC or Seller with respect to the Territory as a whole, solely with respect to the U.S. or solely with respect to any of the Major European Markets (it being understood that Seller shall not terminate, or provide prior written notice of termination of, the License Agreement or any Ancillary Agreement (in whole or in part) without the prior written consent of Purchasers), or (ii) the License Agreement is otherwise terminated (in whole or in part) in accordance with the terms of the License Agreement, then in the case of each of clause (i) and clause (ii) above, Seller shall: (A) at the direction of Purchasers, exercise and enforce all of Seller’s rights and remedies under and subject to the terms of the License Agreement and Applicable Law, including, as applicable, and if requested by Purchasers, instructing Almirall and/or Almirall LLC in writing, as the case may be, to: (1) transfer to Seller copies of all of the materials set forth in the portion of the first sentence in Section 8.4(e) of the License Agreement prior to subclause (i) thereof; (2) transfer and assign to Seller (or confirm such assignment) all right, title and interest in and to the items set forth in Section 8.4(e)(i) of the License Agreement; (3) acknowledge and reconfirm the grant by Almirall of all of the licenses granted by Almirall in accordance with Section 8.4(e)(ii) of the License Agreement in compliance with Almirall’s obligations under Section 8.4(e) of the License Agreement; and (4) provide all information with respect to, and to assign to, Seller any Product-Related Contracts as Purchasers may designate and to seek any necessary third party consents with respect thereto, all in accordance with Section 8.4(e)(iv) of the License Agreement (and Seller shall not instruct Almirall and/or Almirall LLC to assign any Product-Related Contracts not so designated by Purchasers) (the rights set forth in this Section 5.11(A), the “Reverted Rights”); (B) use its commercially reasonable efforts (in consultation with Purchasers, including, if requested by Purchasers, engaging, at Parent’s sole expense, an adviser selected by Purchasers to assist Seller to) promptly to negotiate a replacement license arrangement or arrangements with one or more substitute licensees or ancillary agreements for the Athenex Intellectual Property, the Licensed Products and the Revert...

New Arrangements. If you are no longer a Small Customer at your Premises then: a) we can Charge you for the gas supplied to your Premises at Rates we consider are reasonably necessary to recover from you all costs we incur in connection with selling you that gas plus the same margin we recover from similar customers, and we’ll notify you of what these charges are as soon as possible; b) we may notify you that, if you do not enter into an alternative arrangement with us within 20 Business Days of our notice, we may have your Premises disconnected; and c) we are then entitled to have your Premises disconnected and you will have no right of reconnection.

New Arrangements. (a) Without limiting the provisions of this Article 6 or any other rights or remedies the Buyer may have under this Agreement, if (x) Licensee communicates a desire or intent to terminate the License Agreement, (y) Licensee sends a notice of termination of the License Agreement, or (z) the License Agreement is

New Arrangements. If you are no longer a small customer at your premises then: a) we can charge you for the gas supplied to your premises at rates we consider are reasonably necessary to recover from you all costs we incur in connection with selling you that gas plus the same margin we recover from similar customers; b) we may notify you that, if you do not enter into an alternative arrangement with us within 20business days of our notice, we may have your premises disconnected; and c) we are then entitled to have your premises disconnected and you will have no right of reconnection.

New Arrangements. International Wireless and ▇▇▇▇ hereby agree ---------------- that, on or before the Prodigy Closing, International Wireless shall borrow the remaining $1,500,000 available under the Existing ▇▇▇▇ Agreement. International Wireless and ▇▇▇▇ also agree that, effective as of the Prodigy Closing, (i) the $4,500,000 then outstanding under the Existing ▇▇▇▇ Agreement, together with all accrued and unpaid interest, shall be converted into shares of Common Stock at $3.00 per share, and (ii) the Existing ▇▇▇▇ Agreement (including without limitation the security arrangements therein) shall be terminated.