After the Effective Date. The Committee shall establish procedures for the receipt of notices that a dispute exists concerning the Agreement and review of such disputes, pursuant to Section XIV of the Agreement. Members may engage with Allergan, Settling States, and Participating Subdivisions attempting to resolve any dispute without further action by the Committee. The Committee may request additional information from Allergan, Settling States, and Participating Subdivisions to the extent the Committee believes such information is necessary to understand, resolve, or provide advice related to a dispute. The Committee shall endeavor to provide advice relative to the dispute no later than 60 days after receipt of notice.
After the Effective Date. Reinsurer agrees to provide the following services on behalf of and in the name of the Ceding Company at its own expense:
After the Effective Date the Corporation shall employ the Executive to, and the Executive shall, exercise such authority and perform such executive duties as are commensurate with the authority being exercised and performed by the Executive during the ninety-day period immediately prior to the Effective Date, which services shall be performed at the location where the Executive was employed immediately prior to the Effective Date. The Executive shall also continue to serve as a member of the Board of Directors of the Corporation, if serving as such as of the Effective Date. The Executive shall devote substantially his entire time during reasonable business hours (reasonable sick leave and vacations excepted) and reasonable best efforts to fulfill faithfully and responsibly his duties hereunder. During the period of employment after the Effective Date, it shall not be a violation of this Agreement for the Executive to serve on corporate, civic or charitable boards or committees, or be involved in civic, charitable or educational endeavors, or manage personal investments, so long as such activities do not significantly interfere with the performance of Executive’s responsibilities as an employee of the Corporation hereunder. It is expressly agreed and understood that to the extent any such activities were conducted by the Executive prior to the Effective Date, the continued conduct of such or similar activities subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Corporation.
After the Effective Date. The El Paso Settling Parties, at the sole and absolute discretion of the Designated Representative, may if El Paso Corporation is then Investment Grade prepay the Deferred Payments in full at any time after the Effective Date, but before the second anniversary of the Effective Date, by paying the Discounted Amount then due. The El Paso Settling Parties may, if El Paso Corporation is not then Investment Grade, prepay the Deferred Payments at any time after the Effective Date, but before the second anniversary of the Effective Date, by prepaying the full Discounted Amount then due, or any lesser desired amount. Prepayments made after the Effective Date shall be without premium; provided, however, that if one or more Monetizations have been completed prior to the date of prepayment, then the Deferred Payment payoff with respect to such Monetizations shall equal one hundred two percent (102%) of the Monetization Amount reduced by all principal payments made in respect thereof as of the prepayment date. If El Paso Corporation becomes Investment Grade within forty- five (45) days after prepaying the Deferred Payments after 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 at the time of prepayment 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, in each case less any prepayment premium paid by El Paso in connection with payoff of a Monetization. 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 the Deferred Payments after 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 at the time of prepayment between (y) the Investment Grade Discounted Amount and the Non-Investment Grade Discounted Amount, if paid in full, and (z) the prorated Invest...
After the Effective Date. Subject to the terms and conditions contained in this Section, for each of the first four (4) calendar quarters ending after the Effective Date and for each semi-annual period thereafter, BioMarin will prepare a report (a "Report") summarizing activities related to the development of the Company Technology during the quarter or semi-annual period, as applicable, then ended. BioMarin shall deliver to the Shareholder Designee (as defined below) each Report within thirty (30) days after the end of the period to which it relates. The Shareholder Designee shall initially be Mr. Yad Garcha and should such person cease to act as the Shareholder Desxxxxx for any reason, or no reason, a replacement shall be chosen by mutual agreement of BioMarin and the Majority Shareholders (as such term is defined in the Escrow Agreement). Subject to the terms and conditions contained in this Section, the Shareholder Designee shall have the right at its expense to meet in person with a representative of BioMarin at BioMarin's principal offices not more than twice during the year following the Effective Date and not more than once per year thereafter to discuss the most recently delivered Report. BioMarin's obligations under this Section shall continue only until the earlier of (x) the Automatic Redemption Date (as defined in the Exchangeable Shares Terms), and (y) the date by which Newco or BioMarin Nova Scotia has paid in the aggregate Redemption Price(s) or Redemption Call Price(s) (as defined in the Exchangeable Shares Terms ) for the Exchangeable Shares of eight million dollars ($8,000,000). Notwithstanding the foregoing, the Company acknowledges and agrees that: (i) the management of the Company and employment of its capital, resources and personnel, including the Company Technology, shall be solely within the business judgment and discretion of BioMarin, any of its management designees and the officers and directors of the Company, (ii) BioMarin has no obligation to consider the views of the Shareholder Designee with respect to any and all matters affecting the Company and its business, finances and affairs, including the Company Technology, and (iii) BioMarin shall have no liability or obligation to the Shareholder Designee or any Company Shareholder with respect to the business judgment, management, and discretion exercised by BioMarin, its management designees or the officers and directors of the Company regarding the Company's business, its assets, liabilities, employee...
After the Effective Date the School shall not incur any indebtedness outside the ordinary course of business or enter into any factoring or other debt arrangements without the prior written consent of the Manager, which consent shall not be unreasonably withheld, conditioned or delayed.
After the Effective Date. If Entasis Controls any Patent, Know-How or other intellectual property right after the Effective Date through a license from a Third Party (“Third Party IP”) that would be included in the definition of Licensed Technology, then Entasis shall promptly inform Zai of the terms of such license and such Third Party IP, and Zai shall inform Entasis within [*] after receipt of such notice whether Zai wishes to include such Third Party IP in the Licensed Technology. If Zai so elects, then such Third Party IP will be included in the Licensed Technology, and (i) if such Third Party IP [*], then Zai shall reimburse Entasis for [*] of the [*] payable by Entasis to such Third Party directly as a result of the Development, Manufacture, and Commercialization of Licensed Products by or on behalf of Zai in the Territory and (ii) for all other Third Party IP, then Zai shall reimburse Entasis for [*] of the [*] payable by Entasis to such Third Party directly as a result of the Development, Manufacture, and Commercialization of Licensed Products by or on behalf of Zai in the Territory; provided that, [*]. For any payment that is due to such Third Party partially due to the Development, Manufacture, and Commercialization of Licensed Products by or on behalf of Zai in the Territory (e.g., sales-based milestones), the Parties shall negotiate and agree in good faith on an allocation for which Zai shall reimburse Entasis.
After the Effective Date. Seller agrees not to permit or consent to any new leases, amendments, extensions, renewals (other than pursuant to tenant renewal options, if any), assignments of Leases or subleases without first submitting them to Purchaser for Purchaser's approval, which approval Purchaser agrees not to unreasonably withhold or delay. Purchaser will have five (5) business days to notify Seller of its disapproval of such leases, amendments, extensions, renewals, assignments or subleases, and in the event that Purchaser does not so notify Seller, the leases, amendments, extensions, renewals, assignments or subleases, as the case may be, will be deemed approved. Notwithstanding the foregoing, Seller may continue its ongoing operations with respect to seasonal cart and kiosk rentals and promotions without Purchaser's approval.
After the Effective Date. With respect to third party patent or copyright infringement claims or trade secret misappropriation claims regarding the Products as they are sold after the Effective Date, Purchaser and Seller shall jointly defend such action but only to the extent that such claim involves Assigned IP or Licensed IP (as such terms are defined in the Stock Contribution Agreement and the IP License Agreement). If a third party patent or copyright infringement claim or trade secret misappropriation claim is made against Seller for a new product design that is developed after the Effective Date, Purchaser shall be responsible for the settlement amount of any such claim (provided that prior written approval is obtained) or the resulting liability of any such claim only to the extent such claim results from a product design sold by the Business (as defined in the Stock Contribution Agreement) as of the Effective Date, Assigned IP or Licensed IP, while Seller shall be responsible for the settlement amount of any such claim (provided that prior written approval is obtained) or the resulting liability of any such claim only to the extent that it is caused by the product design introduced by Seller after the Effective Date irrespective of whether such product design is covered by Assigned IP or Licensed IP. To the extent there is a dispute regarding the allocation of the parties’ liabilities under this subsection, the parties shall negotiate in good faith what the allocation of liability should be. If the parties are unable to agree even after good faith negotiations, the parties shall submit the issue to arbitration pursuant to the terms pursuant to the arbitration procedures set forth in Section 19 and Exhibit A hereto. In the event that either party submits the matter to arbitration both parties shall cooperate in such binding arbitration in accordance with Exhibit A.
After the Effective Date and before Supplier delivers the train-the-trainer courses to Lucent, Supplier acknowledges that Lucent may not be prepared to provide any requested training to Lucent's customers. Therefore, Supplier will assist Lucent in providing customer training until the delivery of the first train-the-trainer course referenced in Section 2.6.1 above. The Parties agree that if Supplier considers the amount of training support it provides pursuant to this Section 2.6.2 to be excessive, the Parties will review the training schedule and mutually agree to terms and conditions under which further training support will be provided to satisfy any remaining obligations of this Section 2.6.2.
