Prior to the Effective Date. The El Paso Settling Parties may prepay the Deferred Payments in full or in part at any time on or before the Effective Date without premium. The amount of a prepayment in full on or before the Effective Date shall be the Non-Investment Grade Discounted Amount if El Paso Corporation is not Investment Grade at the time of prepayment, and the Investment Grade Discounted Amount if El Paso Corporation is Investment Grade at the time of prepayment. The amount of any partial prepayment is the dollar amount the El Paso Settling Parties desire to pay in part. If any El Paso Settling Party becomes Investment Grade within forty-five (45) days after prepaying Deferred Payments on or before the Effective Date, then the El Paso Settling Parties shall, within ten (10) Business Days after the Investment Grade upgrade, make an additional payment to the Settlement Fund in immediately available funds in an amount equal to the difference, as of the prepayment date, between (i) the Investment Grade Discounted Amount and the Non-Investment Grade Discounted Amount, if paid in full, and (ii) the prorated Investment Grade Discounted Amount and the prorated Non-Investment Grade Discounted Amount, if paid in part. If El Paso Corporation becomes Investment Grade following a merger or acquisition announcement with respect to El Paso Corporation within one hundred twenty (120) days after prepaying Deferred Payments on or before the Effective Date, and the merger or acquisition transaction has directly resulted in the upgrade to Investment Grade, then the El Paso Settling Parties shall, within ten (10) Business Days after closing of the announced merger or acquisition, make an additional payment to the Settlement Fund in immediately available funds in an amount equal to the difference between (y) the Investment Grade Discounted Amount and the Non-Investment Grade Discounted Amount, if paid in full, and (z) the prorated Investment Grade Discounted Amount and the prorated Non-Investment Grade Discounted Amount, if paid in part. All prepayments made prior to the Effective Date shall be deposited in the Escrow Account. The terms of Paragraph 4.1(d)(iii) below shall govern the manner of payment, as well as the location of making any payment due hereunder after the Effective Date.
Prior to the Effective Date. All the provisions of this Article XI shall apply equally to the Original Trust, mutatis mutandis, and, for the avoidance of doubt, to the Liquidating Trust prior to the Effective Date.
Prior to the Effective Date the Service Provider shall have executed and provided to the Company the Performance Bond or alternative security as required by Clause 4.
Prior to the Effective Date. With respect to third party patent and copyright infringement claims and trade secret misappropriation claims regarding the Products as they were sold prior to the Effective Date, Purchaser shall defend and indemnify Seller regardless of the timing of such third party’s infringement claim; except to the extent that such infringement is attributable to any OpNext Japan IP (as defined in the Intellectual Property License Agreement (the “IP License Agreement”), dated as of the date hereof, between Purchaser and Seller) or any product design developed by Seller after the Effective Date.
Prior to the Effective Date. KCS AND LESSEE HAVE CONDUCTED A JOINT INSPECTION OF THE LEASED PREMISES AND HAVE ESTABLISHED AND AGREED UPON THE CURRENT CONDITIONS AT THE TIME OF THIS LEASE AND THAT THE LEASED PREMISES ARE SUITABLE FOR SAFELY CONDUCTING THE OPERATIONS CONTEMPLATED BY THE LEASE. [**] [**]
Prior to the Effective Date. All assistance, consultancy, documentation, samples, other information etc. provided by Kamada to Baxter prior to the Effective Date shall be [*****].
Prior to the Effective Date. KCS AND LESSEE HAVE CONDUCTED A JOINT INSPECTION OF THE LEASED PREMISES AND HAVE ESTABLISHED AND AGREED UPON THE CURRENT CONDITIONS AT THE TIME OF THIS LEASE AND THAT THE LEASED PREMISES ARE SUITABLE FOR SAFELY CONDUCTING THE OPERATIONS CONTEMPLATED BY THE LEASE. [**] Portions of this document have been redacted pursuant to a Request for Confidential Treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Redacted portions are indicated with the notation [**]. [**]
Prior to the Effective Date. Prior to the Effective Date, the Trust will furnish to Ultimus the following:
Prior to the Effective Date. The Committee shall be responsible for any additional negotiations with CVS, including, but not limited to, negotiating extensions of any periods created by the Settlement Agreement, except that any additional negotiations related to the Injunctive Relief Terms (Exhibit [●]) shall be handled by the States Injunctive Relief Committee in accordance with the terms of Exhibit [●].
Prior to the Effective Date the Lender shall have received a written description of all actions, suits or proceedings pending or, to the knowledge of the City, for and on behalf of its Department of Aviation, threatened against the City, for and on behalf of its Department of Aviation, in any court or before any arbitrator of any kind or before or by any governmental or non-governmental body which could reasonably be expected to result in a Material Adverse Effect, if any, and such other statements, certificates, agreements, documents and information with respect thereto as the Lender may reasonably request.
