Common use of Certain Additional Covenants Clause in Contracts

Certain Additional Covenants. 12.4.1 BPTD shall pay all royalties or other sums that BPTD may owe to any Third Party by virtue of its activities under this Agreement, and shall perform and observe all of the other material obligations under all present and future agreements between BPTD and any Third Party that are in any way related to BPTD's ability to grant the rights BPTD has granted to ViroPharma under this Agreement or to BPTD's ability to perform its obligations to ViroPharma under this Agreement. If BPTD receives notice from any such Third Party that BPTD has committed a breach of its obligations under any such agreement, or if BPTD anticipates such breach, which breach may give rise to a right by such Third Party to terminate or materially diminish BPTD's rights to Patents and/or Information in the Field licensed to BPTD, which Patents and/or Information are sublicensed to ViroPharma hereunder, or otherwise to diminish materially BPTD's ability to perform its obligations to ViroPharma under this Agreement, BPTD shall immediately notify ViroPharma of such situation, and BPTD shall promptly cure such breach. However, if BPTD is unable to cure such breach, BPTD shall, to the extent possible, permit ViroPharma to cure such breach on BPTD's behalf. 12.4.2 BPTD agrees that, without the prior written approval of ViroPharma, BPTD and its Affiliates shall not knowingly conduct any development work, either themselves or in conjunction with any other licensees or partners, on the EHD Device, the Drug Vehicle, the Formulated Drug, the Drug, or the Drug Container for use in the Field; provided that the foregoing shall not be interpreted to prevent BPTD or its Affiliates or other licensees from developing other BPTD pulmonary drug delivery products for use outside the Field.

Certain Additional Covenants. 12.4.1 BPTD (a) Retailer and Green Dot shall pay all royalties respond to Bank promptly, and cooperate with Bank, in connection with the resolution of disputes with Cardholders, and in any event such that Bank will be able to comply with Network Operating Regulations or Applicable Law. (b) Retailer shall not assess any surcharge or other sums that BPTD fee to Cardholders in connection with the sale or loading of a Walmart MoneyCard. (c) Except as may owe be otherwise agreed to by the Parties in writing, no Party shall communicate to any Third Party by virtue of its activities under this Agreement, and shall perform and observe all of the other material obligations under all present and future agreements between BPTD and Applicant or Cardholder any Third Party terms or conditions relating to a Walmart MoneyCard that are inconsistent with the Walmart MoneyCard Terms. (d) Each Party shall comply in any way related all material respects with Applicable Law and Network Operating Regulations relating to BPTD's ability to grant the rights BPTD has granted to ViroPharma under this Agreement or to BPTD's ability to perform its obligations to ViroPharma under this Agreement. If BPTD receives notice from any such Third Party that BPTD has committed a breach performance of its obligations under any such agreementthe Program. (e) Retailer shall insure that all Affiliates of Retailer that, or if BPTD anticipates such breach, which breach may give rise to a right by such Third Party to terminate or materially diminish BPTD's rights to Patents and/or Information in the Field licensed to BPTD, which Patents and/or Information are sublicensed to ViroPharma hereunder, or otherwise to diminish materially BPTD's ability to perform its obligations to ViroPharma under during this Agreement, BPTD operate a general merchandise or grocery retail store under the “[*]” name in the Program Territory are parties to this Agreement. For the avoidance of doubt, the Parties agree that this covenant does not apply to [*], but that Retailer shall immediately notify ViroPharma of such situation, and BPTD shall promptly cure such breach. However, if BPTD is unable have the obligation set forth in Section 12.7(b) with respect to cure such breach, BPTD [*]. (f) Retailer shall, unless Bank shall otherwise consent in writing, promptly upon receipt, deliver to the extent possibleBank copies of any communications relating to a Walmart MoneyCard from a Cardholder, permit ViroPharma to cure such breach on BPTD's behalfor any Governmental Authority. 12.4.2 BPTD agrees that(g) Neither Bank nor Green Dot shall enter into or maintain any agreement or understanding between them which in any way limits the right of either such Party to issue, without the prior written approval of ViroPharmamarket, BPTD and its Affiliates shall not knowingly conduct any development worksell, either themselves or in conjunction with service reloadable prepaid cards or any other licensees type of payment instrument or partnerspayment device with or through Retailer upon the expiration or termination of this Agreement for any reason; provided, on the EHD Devicehowever, the Drug Vehicle, the Formulated Drug, the Drug, or the Drug Container for use in the Field; provided that the foregoing shall not apply to a limitation on the rights of such a Party if this Agreement is terminated by Retailer pursuant to Sections 15.2(c), 15.2(d), 15.3(f) or 15.3(g) as a result of either: (i) such Party failing to perform its obligations under this Agreement; or (ii) such Party causing the other such Party to fail to perform its obligations under this Agreement because such Party did not perform its obligations to such other Party. (h) Green Dot shall provide Retailer and Bank with written notice of any Change of Control with respect to Green Dot not later than the day on which said Change of Control is consummated. (i) Within thirty (30) days after Green Dot notifies Retailer of a Green Dot Change of Control, Retailer may request in writing that Green Dot provide to its designee (which designee shall be interpreted a nationally recognized accounting firm) information reasonably necessary to prevent BPTD or its Affiliates or other licensees from developing other BPTD pulmonary drug delivery products for use outside confirm Green Dot’s calculation of the Field.surviving entity’s Interest Coverage Ratio. Green Dot shall provide all such information to Retailer’s designee within fifteen (15) business days of such

Certain Additional Covenants. 12.4.1 BPTD (a) Aradigm shall pay all royalties or other sums that BPTD Aradigm may owe to any Third Party THIRD PARTY by virtue of its activities under this Agreement, and shall perform and observe all of the other material obligations under all present and future agreements between BPTD Aradigm and any Third Party THIRD PARTY that are in any way related to BPTDAradigm's ability to grant the rights BPTD Aradigm has granted to ViroPharma SB under this Agreement or to BPTDAradigm's ability to perform its obligations to ViroPharma SB under this Agreement. If BPTD In the event that Aradigm receives notice from any such Third Party THIRD PARTY that BPTD Aradigm has committed a breach of its obligations under any such agreement, or if BPTD Aradigm anticipates such breach, which breach may give rise to a right by such Third Party THIRD PARTY to terminate or materially diminish BPTDAradigm's rights to Patents PATENTS and/or Information INFORMATION in the Field FIELD licensed to BPTDAradigm, which Patents PATENTS and/or Information INFORMATION are sublicensed to ViroPharma SB hereunder, or otherwise to diminish materially BPTDAradigm's ability to perform its obligations to ViroPharma SB under this Agreement, BPTD Aradigm shall immediately notify ViroPharma SB of such situation, and BPTD Aradigm shall promptly cure such breach. However, if BPTD Aradigm is unable to cure such breach, BPTD Aradigm shall, to the extent possible, permit ViroPharma SB to cure such breach on BPTDAradigm's behalf. 12.4.2 BPTD (b) SB shall pay all royalties or other sums that SB may owe to any THIRD PARTY by virtue of its activities under this Agreement, and shall perform and observe all of the other material obligations under all present and future agreements between SB and any THIRD PARTY that are in any way related to SB's ability to perform its obligations to Aradigm under this Agreement. In the event that SB receives notice from any such THIRD PARTY that SB has committed a breach of its obligations under any such agreement, or if SB anticipates such breach, which breach may give rise to a right by such THIRD PARTY to terminate or materially diminish SB's rights under such agreement or otherwise to diminish materially SB's ability to perform its obligations to SB under this Agreement, SB shall immediately notify Aradigm of such situation, and SB shall promptly cure such breach. However, if SB is unable to cure such breach, SB shall, to the extent possible, permit Aradigm to cure such breach on SB's behalf. (c) Aradigm agrees that, without the prior written approval of ViroPharma, BPTD that Aradigm and its Affiliates AFFILIATES shall not knowingly conduct any development work, either themselves or in conjunction with any other licensees or partners, on the EHD Device, the Drug Vehicle, the Formulated Drug, the Drug, AERx DEVICE or the Drug Container DRUG PRODUCTS for use in outside the FieldFIELD; provided that the foregoing shall not be interpreted to prevent BPTD Aradigm or its Affiliates AFFILIATES or other licensees from developing other BPTD Aradigm pulmonary drug delivery products, including products based on the AERx design or technology, for use outside the FieldFIELD and shall not limit Aradigm's rights under Section 2.9.

Certain Additional Covenants. 12.4.1 BPTD shall pay all royalties or other sums that BPTD may owe to any Third Party by virtue of its activities under this Agreement(a) Seller will, and shall perform and observe all will cause the management of the other material obligations under all present Company to, upon reasonable request, meet with Purchaser during normal business hours at C&A's or the Company's principal executive offices to discuss the general status of the ongoing operations of the Company, and future agreements between BPTD Seller will notify Purchaser (i) of any emergency or change in the normal conduct of the Business and (ii) of any Third Party event, occurrence, fact, condition, change or effect that are in any way related to BPTD's ability to grant the rights BPTD has granted to ViroPharma under this Agreement or to BPTD's ability to perform its obligations to ViroPharma under this Agreement. If BPTD receives notice from any such Third Party that BPTD has committed constitutes a breach of its obligations under any such agreementrepresentation, warranty or if BPTD anticipates such breach, which breach may give rise to a right by such Third Party to terminate covenant of C&A or materially diminish BPTD's rights to Patents and/or Information in the Field licensed to BPTD, which Patents and/or Information are sublicensed to ViroPharma hereunder, or otherwise to diminish materially BPTD's ability to perform its obligations to ViroPharma under this Agreement, BPTD shall immediately notify ViroPharma Seller hereunder of such situation, and BPTD shall promptly cure such breach. However, if BPTD is unable to cure such breach, BPTD shallwhich, to the extent possibleKnowledge of Seller, permit ViroPharma Purchaser or Parent does not also have Knowledge (other than any of the foregoing occurring after the date hereof and not constituting a breach of Seller's or C&A's covenants in this Agreement); provided, however, that for purposes of the rights and obligations of the parties, any supplemental or amended disclosure by Seller will not be deemed to cure have been disclosed unless so agreed in writing by Purchaser, or to preclude Purchaser from (i) seeking a remedy in damages for losses incurred as a result of the omission of such breach on BPTDsupplemented or amended disclosure, subject to the limitations set forth in Section 5.2 or (ii) terminating this Agreement if such supplemented or amended disclosure causes or reveals the failure of any condition to Purchaser's behalfobligation to close. 12.4.2 BPTD agrees that(b) Purchaser will notify Seller prior to the Closing if Purchaser obtains Knowledge of any breach of any representation, without warranty or covenant of Seller or C&A hereunder of which, to the prior written approval Knowledge of ViroPharmaPurchaser, BPTD Seller or C&A does not also have Knowledge. (c) C&A and its Affiliates shall not knowingly conduct any development workSeller will use reasonable efforts to have Xxxxxx Xxxxxxxx, either themselves or in conjunction with any other licensees or partners, on L.L.P. consent to Purchaser's use of the EHD Device, the Drug Vehicle, the Formulated Drug, the Drug, or the Drug Container for use audited financial statements included in the Field; provided that Financial Statements as may be required by applicable Law in the foregoing shall not be interpreted disclosure documents relating to prevent BPTD or its Affiliates or other licensees from developing other BPTD pulmonary drug delivery products for use outside the FieldPurchaser's contemplated financing.

Certain Additional Covenants. 12.4.1 BPTD shall pay all royalties or other sums that BPTD may owe to any Third Party by virtue of its activities under this Agreement(a) Seller will, and shall perform and observe all will cause the ---------------------------- management of the other material obligations under all present Company to, upon reasonable request, meet with Purchaser during normal business hours at C&A's or the Company's principal executive offices to discuss the general status of the ongoing operations of the Company, and future agreements between BPTD Seller will notify Purchaser (i) of any emergency or change in the normal conduct of the Business and (ii) of any Third Party event, occurrence, fact, condition, change or effect that are in any way related to BPTD's ability to grant the rights BPTD has granted to ViroPharma under this Agreement or to BPTD's ability to perform its obligations to ViroPharma under this Agreement. If BPTD receives notice from any such Third Party that BPTD has committed constitutes a breach of its obligations under any such agreementrepresentation, warranty or if BPTD anticipates such breach, which breach may give rise to a right by such Third Party to terminate covenant of C&A or materially diminish BPTD's rights to Patents and/or Information in the Field licensed to BPTD, which Patents and/or Information are sublicensed to ViroPharma hereunder, or otherwise to diminish materially BPTD's ability to perform its obligations to ViroPharma under this Agreement, BPTD shall immediately notify ViroPharma Seller hereunder of such situation, and BPTD shall promptly cure such breach. However, if BPTD is unable to cure such breach, BPTD shallwhich, to the extent possibleKnowledge of Seller, permit ViroPharma Purchaser or Parent does not also have Knowledge (other than any of the foregoing occurring after the date hereof and not constituting a breach of Seller's or C&A's covenants in this Agreement); provided, however, that for purposes of the rights and obligations of the parties, any supplemental or amended disclosure by Seller will not be deemed to cure have been disclosed unless so agreed in writing by Purchaser, or to preclude Purchaser from (i) seeking a remedy in damages for losses incurred as a result of the omission of such breach on BPTDsupplemented or amended disclosure, subject to the limitations set forth in Section 5.2 or (ii) terminating this Agreement if such supplemented or amended disclosure causes or reveals the failure of any condition to Purchaser's behalfobligation to close. 12.4.2 BPTD agrees that(b) Purchaser will notify Seller prior to the Closing if Purchaser obtains Knowledge of any breach of any representation, without warranty or covenant of Seller or C&A hereunder of which, to the prior written approval Knowledge of ViroPharmaPurchaser, BPTD Seller or C&A does not also have Knowledge. (c) C&A and its Affiliates shall not knowingly conduct any development workSeller will use reasonable efforts to have Xxxxxx Xxxxxxxx, either themselves or in conjunction with any other licensees or partners, on L.L.P. consent to Purchaser's use of the EHD Device, the Drug Vehicle, the Formulated Drug, the Drug, or the Drug Container for use audited financial statements included in the Field; provided that Financial Statements as may be required by applicable Law in the foregoing shall not be interpreted disclosure documents relating to prevent BPTD or its Affiliates or other licensees from developing other BPTD pulmonary drug delivery products for use outside the FieldPurchaser's contemplated financing.

Certain Additional Covenants. 12.4.1 BPTD (a) Parent shall pay all royalties or other sums that BPTD may owe cause Parent Sub, Sub and Newco LLC to any Third Party promptly perform, and Parent hereby unconditionally guarantees the prompt performance by virtue of its activities Newco LLC, Sub, and Parent Sub of, their respective obligations under this AgreementAgreement and the Ancillary Agreements, including, without limitation, the obligations of Sub to consummate the transactions contemplated by the Ancillary Agreements. (b) Until after the First Closing, Parent shall not, and shall perform and observe all not permit any of its direct or indirect subsidiaries to, engage in any transaction which would have the effect of transferring ultimate control of Sub to any person or entity not controlled by Parent, or of divesting Parent of ultimate control of Sub, without the consent of the Lead Note Investor, TMI and a majority in interest of the Existing Investors, which consent shall not be unreasonably withheld if (i) in connection with a bona fide disposition of assets in which the stock or assets of Sub constitute less than 50% in terms of value, ultimate control of Sub is transferred to a person or entity which shall have agreed in writing to be bound by the provisions hereof applicable to Parent, (ii) such transaction shall not materially interfere with or impede the consummation of the transactions contemplated by this Agreement and/or the Ancillary Agreements, and (iii) Parent shall expressly acknowledge in writing that it shall remain fully liable in respect of all liabilities and obligations (including indemnity obligations) undertaken by it under this Agreement and the Ancillary Agreements even if such liabilities or obligations arise from actions taken (or not taken) by such transferee. (c) Each party hereto shall use all commercially reasonable efforts to satisfy at the appropriate times all closing conditions to the consummation of the First Closing and the Second Closing, the Parent Conversions, and the other material obligations under all present transactions contemplated hereby and future agreements between BPTD and any Third Party that are by the Ancillary Agreements. Without in any way related limiting the generality of the foregoing, each party shall use all reasonable best efforts to BPTDcause the conditions specified herein as conditions to the First Closing that are within such party's ability control to grant be satisfied by October 31, 2001. (d) From the rights BPTD has granted date hereof until the First Closing, Parent shall not, permit Newco LLC or Sub to ViroPharma under this Agreement become bound by any contract, undertaking or to BPTD's ability to perform its obligations to ViroPharma under this Agreement. If BPTD receives notice from obligation that would (i) prohibit, restrict, require any such Third Party that BPTD has committed a breach of its obligations under any such agreementconsent for, or if BPTD anticipates such breach, which breach may give rise to any obligation as a right by result of, the transactions contemplated hereby or the Ancillary Agreements, other than standard anti-assignability clauses in ordinary course agreements, provided that the inability to transfer such Third Party agreements to terminate Newco LP would not have a Material Adverse Effect on Newco LP; (ii) be considered out of the ordinary course of business for Parent, Sub or materially diminish BPTDNewco, including without limitation non-preemptable service contracts, prepaid contracts and contracts giving preferential access to spectrum or otherwise providing customers with a preferred status; or (iii) obligate Parent, Sub or Newco to commit to provide both a specified amount of satellite transmission power and a specified amount of bandwidth, thereby depleting Parent's rights to Patents and/or Information in the Field licensed to BPTD, which Patents and/or Information are sublicensed to ViroPharma hereunderor, or otherwise to diminish materially BPTDSub's ability to perform its obligations to ViroPharma under this Agreement, BPTD shall immediately notify ViroPharma of such situation, available satellite-based communications network power and BPTD shall promptly cure such breach. However, if BPTD is unable to cure such breach, BPTD shall, to the extent possible, permit ViroPharma to cure such breach on BPTD's behalfbandwidth capacity. 12.4.2 BPTD agrees that(e) From the date hereof until the First Closing, without the prior written approval consent of ViroPharmaParent, BPTD Newco, the Lead Investor and its Affiliates a majority in interest of the Existing Investors, which consent shall not knowingly conduct be unreasonably withheld, TMI shall not, and shall not permit TMI Sub to, become bound by any development workcontract, either themselves undertaking or in conjunction with obligation that would (i) prohibit, restrict, require any other licensees consent for, or partners, on the EHD Devicegive rise to any obligation as a result of, the Drug Vehicle, the Formulated Drug, the Drug, transactions contemplated hereby or the Drug Container for use Ancillary Agreements, other than standard anti-assignability clauses in the Field; ordinary course agreements, provided that the foregoing inability to transfer such agreements to Newco LP would not have a Material Adverse Effect on Newco LP; (ii) be considered out of the ordinary course of business for TMI and TMI Sub (if TMI or TMI Sub had entered into such contract or obligation), including without limitation non-preemptable service contracts, prepaid contracts and contracts giving preferential access to spectrum or otherwise providing customers with a preferred status; or (iii) obligate TMI to commit to provide both a specified amount of satellite transmission power and a specified amount of bandwidth, thereby depleting TMI's available satellite-based communications network power and bandwidth capacity; provided, however, that TMI is permitted after the date hereof to (A) enter into an agreement with Telecom Mexico substantially in the form of the proposal dated September 21, 2000 as resubmitted by letter dated November 15, 2000 from TMI to Telecommunicaciones de Mexico, and (B) enter into service provider contracts that require a prepayment by the customer provided such contracts are entered into in the ordinary course of TMI's business consistent with past practice and do not involve any affiliates of TMI. At the First Closing, TMI's remaining obligations under any contract of the types contemplated by clauses (A) and (B) of the preceding sentence shall be assigned to Newco (or, if appropriate, Canadian License Co.) along with an amount of cash corresponding to the amount of any prepayment relating to such remaining obligations. (f) Investment Company Act. Until after the Second Closing, Parent will not be interpreted to prevent BPTD become an "investment company" or its Affiliates an "affiliated person" thereof or other licensees from developing other BPTD pulmonary drug delivery products for use outside an "affiliated person" of any such "affiliated person," as such terms are defined in the FieldInvestment Company Act of 1940, as amended.