1Generally. The Company shall comply and cause the Bank and each of its other Subsidiaries to comply in all material respects with all applicable statutes, rules, regulations, orders and restrictions in respect of the conduct of its business and the ownership of its properties, except, in each case, where such noncompliance would not reasonably be expected to have a Material Adverse Effect on the Company.
1Generally. Except as otherwise provided herein, the Employee shall be entitled to participate in such benefit plans and programs as are from time to time established and maintained for the benefit of the Company's employees, subject to: (i) any eligibility requirements, (ii) the terms and provisions of the plans or programs, and (iii) the Company's personnel policies. The Employee shall also be entitled to participate in such benefit plans that are made available generally to all of the senior executive officers of the Company, subject to:
(i) any eligibility requirements, (ii) the terms and provisions of the plans or programs, and (iii) the Company's personnel policies {36673230;5}
1Generally. Except as otherwise expressly provided in this Agreement, commencing on the Effective Date and continuing throughout the Term, Contractor shall perform:
(a) The Upgrade Project Services and provide the Upgrade Project Deliverables to the AOC, as the same may be modified by written agreement of the Parties pursuant to the Contract Change Control Procedures set forth in Section 7.2;
(b) the Maintenance and Operations Support Services; and
(c) any incidental services, functions or responsibilities not specifically described in this Agreement, but which are required for, and are incidental and related to, the proper performance and delivery of the services identified in (a) and (b) above ((a), (b), and (c) collectively, the “Designated Services”). If the AOC delays in the delivery of any AOC Data Deliverable, then the Parties shall adjust the schedule for Contractor’s performance of its obligations and delivery of the Designated Services, in each case that are dependent on the delivery of the delayed AOC deliverable, forward by no more than the number of days that the AOC delayed; provided, however, that in all events Contractor shall mitigate any potential delay to the maximum extent possible. Contractor shall be required to perform the Services regardless of new, differing or additional information becoming available after the Effective Date that may affect Contractor’s ability to perform; provided, however, that if a key assumption identified in any Statement of Work proves incorrect, and the failure of the assumption to prove correct materially impairs Contractor’s ability to perform a Designated Service obligation hereunder, then the issue shall be managed as a Contractor Contract Change Request requiring the Parties mutual agreement to resolve.
1Generally. The Services shall be provided to, from, or at the AOC Service Locations. Services may not be provided from, to, or at any location other than an AOC Service Location, without the AOC’s written permission provided in advance. AOC Data may not be stored, accessed from, or transmitted outside the United States, without the AOC’s written permission provided in advance. The AOC has the right from time to time to designate certain subsets of AOC Data as being subject to additional storage, access, or transmission restrictions in its sole discretion.
1Generally. This Agreement may not be assigned or transferred by either Party in whole or in part without the prior written consent of the other Party. Notwithstanding the foregoing, either Party shall have the right, without the prior written consent of the other Party, to assign or transfer this Agreement or its rights and obligations hereunder to (i) its Affiliate, or (ii) its successor in interest in connection with a Change of Control. A Party shall notify the other Party in writing of any assignment of this Agreement by such Party within [*] thereof. The terms of this Agreement will be binding upon and will inure to the benefit of the successors, heirs, administrators and permitted assigns of the applicable Party. Any attempted assignment not in accordance with this Section 12.1 shall be void. Any permitted assignee shall assume all assigned obligations of its assignor under this Agreement.
1Generally. Novartis will provide Voyager with written notice (a “Development Milestone Event Notice”) of the achievement of a development milestone event specified in Section 5.4.2 for the first Licensed Product, per Licensed Target, to achieve such milestone event (each, a “Development Milestone Event”). Such notice will be provided within [**] after such Development Milestone Event is achieved; provided that in the case such Development Milestone Event is achieved by a Sublicensee, Novartis’s notice shall be provided within [**] after Novartis receives notice from the corresponding Sublicensee of achieving the Development Milestone Event.
1Generally. In the event Executive’s employment with the Company terminates, Executive shall have no right to receive any compensation, benefits or any other payments or remuneration of any kind from the Company, except as otherwise provided by this Section 7, in Section 9 below, in any separate written agreement between Executive and the Company or as may be required by law. In the event Executive’s employment with the Company is terminated for any reason, Executive shall receive the following (collectively, the “Accrued Obligations”): (i) Executive’s Base Salary through and including the effective date of Executive’s termination of employment (the “Termination Date”), which shall be paid on the first regularly scheduled payroll date of the Company following the Termination Date or on or before any earlier date as required by applicable law; (ii) payment for accrued unused vacation time; (iii) payment of any vested benefit due and owing under any employee benefit plan, policy or program pursuant to the terms of such plan, policy or program; and (iv) payment for unreimbursed business expenses subject to, and in accordance with, the terms of Section 5 above, which payment shall be made within 30 days after Executive submits the applicable supporting documentation to the Company, and in any event no later than on or before the last day of Executive’s taxable year following the year in which the expense was incurred.
1Generally. In the event that the Employee is made a party or threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a "Proceeding"), other than any Proceeding initiated by the Employee or the Company related to any contest or dispute between the Employee and the Company or any of its affiliates with respect to this Agreement or the Employee's employment hereunder, by reason of the fact that the Employee is or was a director or officer of the Company, or any affiliate of the Company, or is or was serving at the request of the Company as a director, officer, member, employee, or agent of another corporation or a partnership, joint venture, trust, or other enterprise, the Employee shall be indemnified and held harmless by the Company to the fullest extent applicable to any other officer or director of the Company/to the maximum extent permitted under applicable law and the Company's bylaws from and against any liabilities, costs, claims, and expenses, including all costs and expenses incurred in defense of any Proceeding (including attorneys' fees). Costs and expenses incurred by the Employee in defense of such Proceeding (including attorneys' fees) shall be paid by the Company in advance of the final disposition of such litigation upon receipt by the Company of: (i) a written request for payment; (ii) appropriate documentation evidencing the incurrence, amount, and nature of the costs and expenses for which payment is being sought; and (iii) an undertaking adequate under applicable law made by or on behalf of the Employee to repay the amounts so paid if it shall ultimately be determined that the Employee is not entitled to be indemnified by the Company under this Agreement.
1Generally. Shares of Restricted Stock acquired pursuant to this Agreement shall be subject to a substantial risk of forfeiture until the Vesting Period ends, as provided in the Grant Notice.
1Generally. The Fund will first use available assets to repay outstanding debts and obligations, if any, of the Fund. Then, subject to Section 7.6, the Fund will make Distributions, at times and intervals as the Manager will determine but, in no event, earlier than the expiration of the Lock-Up Period in respect of Portfolio Company Securities to be distributed. Amounts initially apportioned to the Manager will be distributed to the Manager, and amounts initially apportioned to a Member will be distributed to that Member, in the following proportions and order of priority:
(a) First, to the Members who have made a Capital Contribution pursuant to Section 4.6, pro rata in accordance with Interests held by them, until each Member has received aggregate Distributions in an amount equal to that Member's Capital Contribution ; and then
(b) The Carry Percentage of the remainder to the Organizer (as defined in this Agreement), if any; and the remainder to the Members who have made a Capital Contribution, pro rata in accordance with Interests held by them. The Manager and the Organizer may, in its sole discretion, share with one or more Persons all or any portion of any Distribution made to the them under Section 7.1(b). For the avoidance of doubt, any expenses relating to brokerage commissions, escrow fees, clearing and settlement charges, custodial fees, and any other costs relating to the transfer of Portfolio Company Securities or other assets to the Members following a Liquidity Event ("Distribution Expenses") will be paid by the Fund prior to any Distributions. The amount of assets that are distributable to the Member's will be net of those expenses.
