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.
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) NBDC Bank shall be merged into Xxxxx Bank and be continued in the Resulting Institution.
As of the Effective Date. (a) North Penn Bank shall be merged into Xxxxx Bank and be continued in the Surviving Institution.
As of the Effective Date. (a) Section 3.1(a) of the Agreement shall be deleted and replaced in its entirety with the following provision: “Subject to the provisions of Sections 3.2 and12, the initial term (“Initial Term”) of this Agreement shall have commenced on January 1, 2011 and continue through December 31, 2018. Thereafter, this Agreement shall automatically be renewed for successive 12 calendar months periods (each such period a “Renewal Term” and collectively all Renewal Terms, if any, together with the Initial Term, the “Term”) unless either party elects not to renew this Agreement by a written notice given to the other party at least 6 calendar months prior to the expiration of the Initial Term or the applicable Renewal Term, as the case maybe, in which case this Agreement shall terminate at the end of the Initial Term or the applicable Renewal Term, as the case maybe, and it will not be automatically renewed..”
As of the Effective Date. (a) 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. (a) The last sentence of Section 2(a) is hereby deleted in its entirety.
As of the Effective Date. (i) neither the Borrower nor any Subsidiary, nor any of their respective officers, employees, representatives or agents, nor, to the best of their knowledge, any other person, has treated, stored, processed, discharged, spilled, or otherwise disposed of any substance defined as hazardous or toxic by any applicable federal, state or local law, rule, regulation, order or directive, or any waste or by-product thereof, at any real property or any other facility owned, leased or used by the Borrower or any Subsidiary, in violation of any applicable statutes, regulations, ordinances or directives of any governmental authority or court, which violations could reasonably be expected to have a Material Adverse Effect; (ii) no employee or other person has ever made a claim or demand against the Borrower or any Subsidiary based on alleged damage to health caused by any such hazardous or toxic substance or by any waste or by-product thereof, which claim or demand could reasonably be expected to have a Material Adverse Effect; (iii) neither the Borrower nor any Subsidiary has been charged by any governmental authority with improperly using, handling, storing, discharging or disposing of any such hazardous or toxic substance or waste or by-product thereof or with causing or permitting any pollution of any body of water, which charge could reasonably be expected to have a Material Adverse Effect. II. To the best of the Borrower's knowledge: (i) neither the Borrower nor any Subsidiary, nor any of their respective officers, employees, representatives or agents, nor, any other person, has treated, stored, processed, discharged, spilled, or otherwise disposed of any substance defined as hazardous or toxic by any applicable federal, state or local law, rule, regulation, order or directive, or any waste or by-product thereof, at any real property or any other facility owned, leased or used by the Borrower or any Subsidiary, in violation of any applicable statutes, regulations, ordinances or directives of any governmental authority or court, which violations could reasonably be expected to have a Material Adverse Effect; (ii) no employee or other person has ever made a claim or demand against the Borrower or any Subsidiary based on alleged damage to health caused by any such hazardous or toxic substance or by any waste or by-product thereof, which claim or demand could reasonably be expected to have a Material Adverse Effect; (iii) neither the Borrower nor any Subsidiary has be...
