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");
By Licensor Licensor represents and warrants that:
API A. Reliant shall supply to Cardinal Health for Manufacturing and Packaging, at Reliant’s sole cost, the API and applicable reference standards in quantities sufficient to meet Reliant’s requirements for each Product as further set forth in Article 4. Prior to delivery of any of the API or reference standard to Cardinal Health for Manufacturing and Packaging, Reliant shall provide to Cardinal Health a copy of the API Material Safety Data Sheet (“MSDS”), as amended, and any subsequent revisions thereto. Reliant shall supply the API, reference standards, and Certificate of Analysis FOB the Facility no later than thirty (30) days before the scheduled Manufacture Date upon which such API will be used by Cardinal Health. Upon receipt of the API, Cardinal Health shall conduct identification testing of the API. Cardinal Health shall use the API solely and exclusively for Manufacturing and Packaging under this Agreement. The maximum volume of API that Reliant supplies to Cardinal Health shall not exceed the amount reflected in the Firm Commitment and the next six (6) months of the Rolling Forecast.
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:
Baxter and Nexell shall cooperate in any action taken by a third party solely involving a nullity action, opposition, reexamination or any other action taken by such third party alleging the invalidity or unenforceability of any Licensed Intellectual Property. Both parties agree to share equally in the cost of the defense of such Licensed Intellectual Property.
Xxxxx Xxxx Xxxxxx Kanarek -------------------------------------- Xxx: 000-000-6406 Print Name: Sven H. Borho Fxx: 000-000-6444 Print Tixxx: Xxxxxxx; OrbiMed Advisors LLC Subscriptiox Xxxxxx: $023,710.69 ------------------- Shares Purchased: 49,673 ----------------------- SECURITY DELIVERY INSTRUCTIONS (IF DIFFERENT THAN NOTICE ADDRESS) [PURCHASER SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT] KNIGHTSBRIDGE POST VENTURE IV L.P. --------------------------------------- Address for Notice: Print Entity Name ------------------ OrbiMed Advisors LLC 767 Third Avenue 00xx Xxxxx Xxx Xxxx, XX 00000
XXXXEAS Employer is engaged in the telephone and telecommunication installation and service, and manufacture sale and installation of highway signs and traffic control products.
Xxxxxx Xxxx Xxxxx Raysman & Xxxxxxx LLP, counsel for the Issuer, MP Renaissance and Mon Power, shall have furnished to the Representatives their written opinion, dated the Closing Date and in form and substance reasonably acceptable to the Representatives, addressing the matters set forth in Exhibit 10(j) and such other matters as the Representatives may reasonably request.
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.
XXXXXAS xx xxcordance xxxx Xxxx 00x-1(k) xxder the Securities Exchange Act of 1934 (the "Act"), only one statement containing the information required by Schedule 13G and any amendments thereto need be filed whenever two or more persons are required to file such a statement or any amendments thereto with respect to the same securities, provided that said persons agree in writing that such statement or any amendment thereto is filed on behalf of them.
