Common use of After the Effective Date Clause in Contracts

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, employees or resources or the use, development or deployment thereof, including, but not limited to, the development of the Company Technology.

After the Effective Date. Subject Buyer shall cause the Surviving Corporation and its Subsidiaries to the terms and conditions contained in this Section, for each replace all Non-transferred Marks of the first four (4) calendar quarters ending Seller not later than 12 months after the Effective Date and for each semiNon-annual period thereafter, BioMarin will prepare a report (a "Report") summarizing activities related transferred Marks affixed 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 items used in the Escrow AgreementSurviving Corporation and its Subsidiaries' conduct of their business, including, without limitation, buildings, vehicles, tools, tool boxes, kits (safety and others). Subject to , signs, manual covers and notebooks, provided that the terms and conditions contained in this Section, the Shareholder Designee Buyer shall have the right at its expense no such obligations 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: replace any Non-transferred Marks on (i) any items that remain in the management files of the Company and employment of Surviving Corporation or 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 CompanySubsidiaries, (ii) BioMarin has no obligation to consider any items that are used or circulated internally by the views of Buyer, the Shareholder Designee with respect to any and all matters affecting the Company Surviving Corporation and its businessSubsidiaries and are not circulated to third parties, 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, contracts and discretion exercised by BioMarin, its management designees or the officers and directors agreements of the Company regarding or the Company Subsidiaries in force and effect on and after the Effective Date that were entered into by the Company or the Company Subsidiaries on or prior to the Effective Date or (iv) any brochures, handouts or marketing materials printed, created or developed by the Company or the Company Subsidiaries on or prior to the Effective Date that are distributed or disseminated by the Company or the Company Subsidiaries on or prior to the Effective Date or by the Surviving Corporation or its Subsidiaries at any time prior to the first anniversary of the Effective Date. Buyer recognizes the value of the goodwill associated with the Non-transferred Marks, and acknowledges that the Non-transferred Marks and all rights therein and the goodwill pertaining thereto belong exclusively to Seller. (b) Buyer and Seller understand and agree that the trade names, trade dress, trademarks, service marks, logos, and related intangible property (collectively the "Transferred Marks") used in connection with the Company's businessand Company Subsidiaries' business as listed on Schedule 13.15(II) are being transferred to the Surviving Corporation pursuant to this Agreement. (c) Within two business days after the Effective Date, its assets, liabilities, employees or resources or Buyer shall take all action necessary to change the use, development or deployment thereof, including, but not limited to, the development corporate name of the Company TechnologySurviving Corporation and its Subsidiaries so as to reflect that the Surviving Corporation and its Subsidiaries are no longer affiliates of Seller.

After the Effective Date. Subject (a) if Carnival declares or pays any distribution or dividend consisting in whole or in part of shares of Carnival Common Stock, or subdivides or combines such shares of Carnival Common Stock, then the Trustee shall effect such corresponding issues, subdivisions or combinations of Trust Shares as are necessary to maintain the pairing relationship of one share of Carnival Common Stock to each Trust Share, and Carnival shall take all actions as may be necessary to permit the Trustee to effect such corresponding issues, subdivisions or combinations of Trust Shares; (b) if Carnival otherwise reclassifies the shares of Carnival Common Stock, then the Trustee shall effect such transactions as are necessary to maintain the pairing relationship of the securities into which one share of Carnival Common Stock was so reclassified to each Trust Share, and Carnival shall take all actions as may be necessary to permit the Trustee to effect such transactions; and (c) if Carnival cancels or retires any shares of Carnival Common Stock, then the Trustee shall cancel or retire the Trust Shares that correspond to such cancelled or retired shares of Carnival Common Stock. (a) Carnival shall procure that the number of Trust Shares to be authorized and issued by the Trustee to Carnival from time to time under Sections 3, 4, 5 and 6 and the time(s) at which they are to be so authorized and issued hereof is certified in writing by a duly authorized officer of Carnival 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 Trustee prior to the development of time the Company Technology during Trust Shares to be issued are authorized for issuance by 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 relatesTrustee. The Shareholder Designee Trustee shall initially be Mr. Yad Garcha have no obligation to authorize or issue Trust Shares under Sections 3, 4, 5 or 6 unless and should such person cease to act as the Shareholder Desxxxxx for any reason, or no reason, until it has received a replacement shall be chosen by mutual agreement of BioMarin and the Majority Shareholders (as such term is defined certificate in the Escrow Agreementaccordance with this Section 7(a). Subject The Trustee shall rely on and act in accordance with any certificate delivered or purporting 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 be delivered Report. BioMarin's obligations under this Section 7(a) without any further inquiry whatsoever and shall continue only until not be responsible for any losses, liabilities, costs, damages, actions, demands or expenses of any person or for any breach of any of the earlier provisions of this Agreement that may be occasioned by it acting in accordance with any such certificate. Sections 3, 4, 5 and 6 are subject to this Section 7(a). (xb) 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 Carnival shall procure that: : (i) the management manner in which Trust Shares should be subdivided or combined from time to time under Sections 6(a) and the time(s) at which they are to be so subdivided or combined; (ii) the manner in which the transaction to be carried out from time to time under Section 6(b) and the time(s) at which such transaction should be carried out; and (iii) and the number of Trust Shares to be cancelled or retired from time to time under Section 6(c) and the Company and employment of its capital, resources and personnel, including the Company Technologytime at which they are to be so cancelled or retired, shall be solely within certified in writing by a duly authorized officer of Carnival to the business judgment and discretion of BioMarinTrustee prior to the time at which (as applicable) they are to be so subdivided, any of its management designees and combined, reclassified, cancelled or retired by the officers and directors of the Company, (iiTrustee or at which transactions under Section 6(b) BioMarin has are to be carried out. The Trustee shall have no obligation to consider the views of the Shareholder Designee subdivide, combine, reclassify, cancel or retire Trust Shares under Section 6 or carry out a transaction in accordance with respect Section 6(b) unless and until it has received a certificate in accordance with this Section 7(b). The Trustee shall rely on and act in accordance with any certificate delivered or purporting to be delivered under this Section 7(b) without any further enquiry whatsoever 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 not be responsible for 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 assetslosses, liabilities, employees costs, damages, actions, demands or resources expenses of any person or the use, development or deployment thereof, including, but not limited to, the development for any breach of any of the Company Technologyprovisions of this Agreement that may be occasioned by it acting in accordance with any such certificate. Section 6 is subject to this Section 7(b).

After the Effective Date. Subject to Borrower will notify the terms and conditions contained Administrative Agent 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 writing promptly upon Borrower’s 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 Subsidiaries’ acquisition or ownership of any estate (fee simple or leasehold) of real property (other than the Mortgaged Property and other than Excluded Assets) or of any personal property (other than Excluded Assets) not already covered by the Security Documents (such acquisition or ownership being herein called an “Additional Collateral Event” and the officers property so acquired or owned being herein called “Additional Collateral”). As soon as practicable and directors in any event within sixty (60) days (or such longer period of time as may be acceptable to the CompanyAdministrative Agent in its sole discretion) after an Additional Collateral Event, Borrower shall (iia) BioMarin has no obligation execute and deliver or cause to consider be executed and delivered Security Documents, in form and substance satisfactory to Administrative Agent, in favor of Administrative Agent and duly executed by Borrower or the views applicable Subsidiary, covering and affecting and granting a first-priority Lien upon the applicable Additional Collateral, and such other documents (including, without limitation, all items required by Administrative Agent in connection with the Security Documents executed prior to the initial Loans being made hereunder, such as surveys, environmental assessments, certificates, legal opinions, all in form and substance satisfactory to Administrative Agent) as may be reasonably requested by Administrative Agent in connection with the execution and delivery of the Shareholder Designee such Security Documents; (b) with respect to any Additional Collateral which is real property, to the extent required by Administrative Agent, cause a title insurance underwriter satisfactory to Administrative Agent to issue to Administrative Agent a mortgage policy of title insurance, in form and all matters affecting substance satisfactory to Administrative Agent, insuring the Company and its business, finances and affairs, including first-priority Lien (subject only to Permitted Encumbrances) of the Company Technologyapplicable Mortgage in such amount as is satisfactory to Administrative Agent, and (iiic) BioMarin shall have no liability deliver or obligation cause to be delivered by Subsidiaries of Borrower such other documents or certificates consistent with the terms of this Agreement and relating 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, employees or resources or the use, development or deployment thereof, including, but not limited to, the development of the Company Technologytransactions contemplated hereby as Administrative Agent may reasonably request.