By Licensor Licensor represents and warrants that:
By Each Party Each party represents and warrants to the other party as follows:
By Licensee Licensee shall defend, indemnify, and hold harmless Licensor, the REGENXBIO Licensors, and their respective shareholders, members, officers, trustees, faculty, students, contractors, agents, and employees (individually, a “Licensor Indemnified Party” and, collectively, the “Licensor Indemnified Parties”) from and against any and all Third Party liability, loss, damage, action, claim, fee, cost, or expense (including attorneys’ fees) (individually, a “Third Party Liability” and, collectively, the “Third Party Liabilities”) suffered or incurred by the Licensor Indemnified Parties from claims of such Third Parties that result from or arise out of: [*]; provided, however, that Licensee shall not be liable for claims to the extent based on any breach by Licensor of the representations, warranties, or obligations of this Agreement or the gross negligence or intentional misconduct of any of the Licensor Indemnified Parties. Without limiting the foregoing, Licensee must defend, indemnify, and hold harmless the Licensor Indemnified Parties from and against any Third Party Liabilities resulting from:
By Either Party Either party may terminate this Agreement for convenience at any time effective after the first (1st) anniversary of the Installation Date by providing ninety (90) days' prior written notice to the other party at any time thereafter.
By Both Parties Each Party hereby represents, warrants and covenants to the other Party as of the Effective Date as follows:
By Executive Executive may terminate his employment at any time, for any reason, upon giving Notice of Termination.
WHEXXXX xs xxxx of a plan of reorganization, RESTART PARTNERS, L.P., a Delaware Limited Partnership ("Restart"), may acquire an ownership interest in Elsinore Corporation ("Elsinore") or the Four Queens, Inc. ("FQI");
Marking of Licensed Products To the extent commercially feasible and consistent with prevailing business practices, Company shall xxxx, and shall cause its Affiliates and Sublicensees to xxxx, all Licensed Products that are manufactured or sold under this Agreement with the number of each issued patent under the Patent Rights that applies to such Licensed Product.
Xxxxx, Xx Vice President Gables Realty Limited Partnership 0000 Xxxxx Xxxxx Xxxx Xxxxx 0000 Xxxxxxx, Xxxxxxx 00000 Attention: Xxxxxx X. Xxxxx, Xx. Telecopier number: 000-000-0000 Confirmation number: 000-000-0000 WACHOVIA BANK, N.A., as Agent and as a Bank Commitment: $57,500,000 By: /s/ Xxxx X. Xxxxxx -------------------------- Title: Vice President ----------------------- Commitment Percentage: 32.85% Lending Office Wachovia Bank, N.A. 000 Xxxxxxxxx Xxxxxx, X.X. Xxxxxxx, Xxxxxxx 00000-0000 Attention: Real Estate Finance Division Telecopier number: 000-000-0000 Confirmation number: 000-000-0000 FIRST UNION NATIONAL BANK Commitment: $57,500,000 By: /s/ Xxxxx X. Xxxxxx -------------------------------- Xxxxx X. Xxxxxx -------------------------------- Senior Vice President -------------------------------- Commitment Lending Office Percentage: First Union National Bank 32.86% First Union Plaza 000 Xxxxxxxxx Xxxxxx, X.X., Xxxxx 000 Xxxxxxx, Xxxxxxx 00000 Attention: Xxxxx Xxxxxx Telecopier number: 000-000-0000 Confirmation number: 000-000-0000 with a copy of all notices to: First Union National Bank Construction Loan Administration Xxxx 000 X. Xxxxx de Xxxx Avenue, 1st Floor Decatur, Georgia 30030 Attention: Xxxxxx Xxxxx Telecopier number: 000-000-0000 Confirmation number: 000-000-0000 GUARANTY FEDERAL BANK, F.S.B. Commitment: $20,000,000 By: /s/ Xxxx X. Xxxxxxx ----------------------------------- Title: Vice President/ Division Manager ----------------------------------- Commitment Lending Office Percentage: Guaranty Federal Bank, F.S.B. 11.43% 0000 Xxxxxxx Dallas, Texas 75225 Attention: Xxxxx Xxxxx Telecopier number: 000-000-0000 Confirmation number: 000-000-0000 with a copy of all notices to: Guaranty Federal Bank, F.S.B. 0000 Xxxxxxx Xxxxxx Dallas, Texas 75225 Attention: Commercial Real Estate Lending Division Telecopier number: 000-000-0000 Confirmation number: 000-000-0000 AMSOUTH BANK OF ALABAMA Commitment: $20,000,000 By: /s/ Xxxxxx X. Xxxxxxx, XX --------------------------- Title: Vice President --------------------------- Commitment Lending Office Percentage: AmSouth Bank of Alabama 11.43% 0000 0xx Xxxxxx Xxxxx 0xx Xxxxx Xxxxxxxxxx, Xxxxxxx 00000 Attention: Xxxxxx Xxxxxxx Telecopier number: 000-000-0000 Confirmation number: 000-000-0000 COMMERZBANK AG, ATLANTA AGENCY Commitment: $20,000,000 By: /s/ Xxxxx Xxxxxx ------------------------------- Title: Xxxxx Xxxxxx - Vice President ------------------------------- Commitment Percentage: By: /s/ Xxxx Xxxxxxxx ------------------------------- 11.43% Title: Xxxx Xxxxxxxx - Asst. Vice President Lending Office Commerzbank AG, Atlanta Agency 0000 Xxxxxxxxx Xxxxxx, X.X. Xxxxxxx, Xxxxxxx 00000 Attention: Xxxx Xxxxxxx Telecopier number: 000-000-0000 Confirmation number: 000-000-0000 TOTAL COMMITMENTS: $175,000,000 CONSENT AND REAFFIRMATION OF GUARANTORS Each of the undersigned (i) acknowledges receipt of the foregoing Amended and Restated Credit Agreement (the "Replacement Agreement"), (ii) consents to the execution and delivery of the Replacement Agreement by the parties thereto and (iii) reaffirms all of its obligations and covenants under the Guaranty Agreement dated as of March 28, 1996 executed by it, and agrees that none of such obligations and covenants shall be affected by the execution and delivery of the Replacement Agreement. In addition, (a) the General Partner certifies that it is authorized to execute the Replacement Agreement on behalf of the Borrower and to bind the Borrower thereby, that it is authorized to execute this Consent and Reaffirmation of Guarantors on behalf of Gables-Tennessee Properties and to bind Gables-Tennessee Properties hereby, that since March 28, 1996, there has been no amendment to the Borrower's Certificate of Limited Partnership, the Borrower's Partnership Agreement, the General Partner's Certificate of Incorporation or the General Partner's Bylaws, and that each of such documents, as in effect on March 28, 1996, continues in full force and effect as of the date hereof and that since March 28, 1996, there has been no amendment to its Partnership Agreement and that its Partnership Agreement, as in effect on March 28, 1996 continues in full force and effect as of the date hereof, except that the Partnership Agreement was amended on July 24, 1997, to create preferred units in response to an issuance of preferred shares, and to make other changes relating thereto; and (b) GBP hereby certifies that since March 29, 1996, there has been no amendment to its Declaration of Trust or its Bylaws, except as indicated in the Secretary's Certificate to the Agent, and that each of such documents, as in effect on March 28, 1996, and as amended as indicated in such Secretary's Certificate, continues in full force and effect as of the date hereof. This Consent and Reaffirmation may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same instrument. GABLES GP, INC.
By Employee Employee may terminate his employment at any time, for any reason, upon giving Notice of Termination.
