As of the Effective Date. (a) Zymeworks has not received any written notice of any threatened claims or litigation seeking to invalidate or otherwise challenge the Zymeworks Patent Rights or Zymeworks’ rights therein; and (b) Zymeworks is not aware of any pending or threatened action, suit, proceeding or claim by a Third Party asserting that Zymeworks is infringing or has misappropriated or otherwise is violating any patent, trade secret or other proprietary right of any Third Party as would reasonably be expected to result in a material adverse effect upon the ability of Zymeworks to fulfill any of its obligations under this Agreement;
As of the Effective Date. Section 1.1 of the Original Agreement shall be deleted in its entirety and the following shall be inserted in its place and stead:
As of the Effective Date. A. The reference in the Table of Contents to Schedule G, Part II to “Daily Settlement Report” is deleted and “Weekly Settlement Report” is substituted therefor.
B. Section 1.1, Definitions. is amended as follows:
a. The following new definition is added to this Section:
As of the Effective Date. Section 8.1 of the Credit Agreement is hereby amended by deleting subsection (p) in its entirety and replacing it with the following:
As of the Effective Date. (a) North Penn Bank shall be merged into Xxxxx Bank and be continued in the Surviving Institution.
(b) In accordance with Sections 1606 of the Banking Code of 1965 of the Commonwealth of Pennsylvania, and Section 1929 of the Business Corporation Law of 1988 of the Commonwealth of Pennsylvania, all of the property, assets and rights of every kind and character of North Penn Bank (including, without limitation, all real, personal or mixed property, all debts due on accounts, all other choses in action and all and every other interest of or belonging to or due North Penn Bank, whether tangible or intangible) shall be transferred to and vest in Xxxxx Bank, and Xxxxx Bank shall succeed to all the rights, privileges, immunities, powers, purposes and franchises of a public and private nature (including all trust and fiduciary properties, powers and rights) of North Penn Bank, all without conveyance, assignment or further act or deed; and Xxxxx Bank shall become responsible for all of the liabilities, duties and obligations of every kind and description (including duties as trustee or fiduciary) of North Penn Bank as of the Effective Date.
(c) The Surviving Institution shall be liable for all liabilities of every kind and description, including liabilities arising out of the operation of a trust department, of each of the Merging Banks existing immediately prior to the Effective Date, to the extent provided by law.
As of the Effective Date. As of the Effective Date, each of the Members hereby makes each of the representations, warranties and covenants applicable to such Member as set forth in this Section 5.15(a) (which shall survive the execution of this Agreement) which shall be for the benefit of the Company and other Members:
As of the Effective Date. The first WHEREAS clause of the Agreement is deleted and replaced in its entirety with the following clause: “WHEREAS, Manufacturer intends to manufacture and sell different types of tank railcars meeting the Product Specifications (the “Products”);”;
As of the Effective Date. During the term of this Agreement, Employer pays will pay Employee, as compensation for Employee’s regular and timely performance of Employee’s duties under Section 2, the sum of $209,524.12142,808.00 per year, which salary compensation will isbe paid to Employee in twenty-six (26) bi- weekly installments. Each paycheck shall be to compensate for Employee’s work in the immediately preceding pay period. Employer has the right to make deductions from the salary for all applicable state and federal taxes and withholding allowances that are in effect at the Effective Date, or that may be enacted later.
As of the Effective Date of this Right of First Refusal Agreement (“Agreement”), Grantor grants to Grantee a right of first refusal (the “Refusal Right”) to acquire the Property, all pursuant to the terms, conditions, and provisions set forth in this Agreement.
As of the Effective Date. Notwithstanding anything in the Advisory Agreement to the contrary, commencing on the Effective Date, this Article 8 shall be deleted in its entirety and shall be of no further force and effect. For the avoidance of doubt, the Advisor and the Company agree that, commencing on the Effective Date, the Company shall not be responsible for the payment of fees or compensation of any kind to the Advisor for services rendered under the Advisory Agreement after the Effective Date.
