Certain Terms and Conditions. All charges and commissions incurred by COB in connection with the issuance or administration of the Undertaking (including any drawing in respect of the Undertaking) shall be for account of FSB or COBE, as the case may be. This Section 2.11 sets forth in full the terms of the Undertaking, and the Undertaking shall not in any way be amended, modified, amplified or limited by reference to any other Section or provision of this Agreement or any document, instrument or agreement referred to herein, and any such reference shall not be deemed to incorporate in this Section 2.11 by reference any document, instrument or agreement. The obligations of COB in respect of the Undertaking are independent of any of the obligations of any other party to this Agreement and of any obligations of COB under any other Section or provision of this Agreement (and accordingly the Undertaking is intended to be both a “credit” and a “letter of credit” within the meaning of Article 5 of the New York Uniform Commercial Code), and the entitlement of the Administrative Agent to draw under the Undertaking is subject only to compliance by the Administrative Agent with the express conditions to drawing set forth in this Section 2.11. The Undertaking may not be assigned or transferred other than to a successor Administrative Agent appointed in accordance with Section 10.08 hereof.
Certain Terms and Conditions. The following provisions shall be applicable to all registration rights granted in this Section 14:
(a) the Company shall have the right to require the Investor, as a condition to the Investor exercising its rights under 14.2 to make offerings in the same manner as other shares registered therein for sale by the Company by way of a firm underwriting;
(b) in the event that the Investor was afforded an opportunity to join in a Registration Statement under Section 14.2 (pursuant to which sales were consummated), and either declined to join therein or included securities therein, then the Investor may not request to be included in a Registration Statement under Section 14.1 for a period of six (6) months after the Investor received the Notice of Registration with respect to the Registration Statement in which the Investor participated or declined to participate;
(c) the Company shall not be required to maintain any Registration Statement under Section 14.2 in effect for a period of more than nine months; provided, however, that this period shall be extended at the request of the Investor;
(d) the Company need not include Shares or Warrant Shares owned by the Investor in any Registration Statement provided for under Section 14.2 if in the opinion of counsel for the Company satisfactory to counsel for the Investor, registration of such Shares under the Act is not necessary for the Investor to dispose of such Shares and/or Warrant Shares in a public offering and distribution in the open market in compliance with the Act; provided, in such case the opinion of such counsel shall be in writing addressed to the Investor and shall be rendered within twenty (20) days after the Notice of Intent to Sell is received by the Company; and
(e) the Company shall have the right to delay the effective date or withdraw any Registration Statement it files.
Certain Terms and Conditions. In addition to the terms and conditions contained elsewhere in this Agreement, the following specific terms and conditions shall apply to the provision of Products or Services by the Provider hereunder.
Certain Terms and Conditions. (a) [*]" shall have the meaning set forth in Exhibit [*], attached hereto and incorporated herein.
(b) In the event that the first Compound against the [*] Mitotic Kinesin Target induces [*], but [*], in its [*] discretion, elects to approve the Compound as a [*], then Research Performance Milestone 5 shall be [*] to [*] United States dollars (U.S. $[*]). "[*]" shall have the meaning set forth in Exhibit 6.3.2(b), attached hereto and incorporated herein. If such [*] does not exhibit evidence of [*] in [*] (as defined in Exhibit 6.4.4), then the Development Milestone under Section 6.4 below (initiation of [*]) for a Licensed Product incorporating such [*] shall be [*] by [*] U.S. Dollars (U.S. $[*]).
(c) It is understood that Research Performance Milestone 5 may be satisfied by [*], if and when [*] by [*] as a [*] in accordance with Section [*].
(d) Selection of [*] shall be in accordance with Section [*]. It is understood that Research Performance Milestone [*] shall be paid on a Target-by-Target basis, so that the selection of the first [*] for each [*] Mitotic Kinesin Target shall trigger a separate payment of [*] U.S. Dollars (U.S. $[*]).
Certain Terms and Conditions. The Calculation Agent accepts its obligations set forth herein, upon the terms and subject to the conditions hereof, including the following, to all of which the Corporation agrees:
(a) The Calculation Agent shall be entitled to such compensation as may be agreed in writing with the Corporation for all services rendered by the Calculation Agent, and the Corporation promises to pay such compensation and to reimburse the Calculation Agent for the reasonable out-of-pocket expenses (including reasonable out-of-pocket attorneys’ and other professionals’ fees and expenses) incurred by it in connection with the services rendered by it hereunder upon receipt of such invoices as the Corporation shall reasonably require. The Corporation also agrees to indemnify the Calculation Agent for, and to hold it harmless against, any and all loss, liability, damage, claim or expense (including the costs and expenses of defending against any claim of liability) incurred by the Calculation Agent that arises out of or in connection with its accepting appointment as, or acting as, Calculation Agent hereunder, except such as may result from the gross negligence, willful misconduct or bad faith of the Calculation Agent or any of its agents or employees. The Calculation Agent shall incur no liability and shall be indemnified and held harmless by the Corporation for, or in respect of, any actions taken, omitted to be taken or suffered to be taken in good faith by the Calculation Agent in reliance upon (i) the written opinion or advice of legal or other professional advisors satisfactory to it or (ii) written instructions from the Corporation. The Calculation Agent shall not be liable for any error resulting from the use of or reliance on a source of information used in good faith and with due care to calculate any interest rate hereunder. The indemnification provisions of this section shall survive the termination of this Agreement.
(b) In acting under this Agreement in connection with the Notes, the Calculation Agent is acting solely as agent of the Corporation and does not assume any obligations to or relationship of agency or trust for or with any of the owners or holders of the Notes.
(c) The Calculation Agent shall be protected and shall incur no liability for or in respect of any action taken or omitted to be taken or anything suffered by it in reliance upon the terms of the Notes or any notice, direction, certificate, affidavit, statement or other paper, document or communicat...
Certain Terms and Conditions.
(a) Prior to submission of each Requisition for a disbursement of the Funding hereunder, Funding Recipient shall deliver to DDC a properly completed and executed Notice of Lien for each Vehicle covered by the Requisition together with the Certificate of Title for each such Vehicle, if available. DDC will file such Notice(s) of Lien (and Certificate(s) of Title, if submitted by Funding Recipient) with the New York State Department of Motor Vehicles (“DMV”). Promptly, upon receipt thereof from DMV, Funding Recipient shall furnish to DDC a copy of the Certificate(s) of Title for each such Vehicle indicating that DDC is the sole lienholder.
(b) All disbursements shall be made at the principal office of DDC, or at such other place as DDC may designate. Disbursement requests shall be submitted within the time periods and in the manner provided therefor in this Article 3.
(c) Disbursements of the Funding shall be made no more frequently than once every thirty (30) days.
(d) DDC shall not be obligated to make any disbursement with respect to any Equipment or Vehicle in excess of the amount stated therefor in the Budget. Funding Recipient shall promptly refund any excess disbursements made by DDC upon DDC’s request. If the amount payable for any Eligible Equipment or Eligible Vehicle exceeds the amount payable therefor in the Budget, Funding Recipient shall promptly pay such excess.
(e) DDC may, in its sole discretion, either (i) reimburse Funding Recipient for Eligible Costs incurred and paid by it for the acquisition of Eligible Equipment and Vehicle(s), or (ii) make payments for any Eligible Equipment and Vehicles directly to the Eligible Vendor therefor instead of to Funding Recipient.
(f) Any excess in the Funding over the aggregate amount of Eligible Costs shall be returned promptly to DDC unless DDC authorizes Funding Recipient in writing to use such excess otherwise.
Certain Terms and Conditions. The Company hereby awards to Participant, and Participant hereby purchases , as of the Date of Award, in consideration of the cancellation of options to purchase Common Stock pursuant to the Offer and that certain Letter of Transmittal from the Participant, the number of shares of Common Stock indicated below (the "Restricted Shares"). Concurrently with the delivery of this Agreement to the Company, Participant shall pay the purchase price of $0.01 per share (the "Purchase Price") for the Restricted Shares in cash or check payable to the Company and shall deliver a duly executed blank Assignment Separate from Certificate (in the form attached hereto as Exhibit I) with respect to the Restricted Shares.
Certain Terms and Conditions contained herein may not apply to the Work to be provided hereunder. It is the intent of the parties, however, that the interpretation to be given to the terms and conditions is to apply all terms and conditions unless clearly inapplicable given the type of Work included.
Certain Terms and Conditions. The following provisions shall be applicable to all registration rights granted in this Section 14: (a) (b) in the event that the Investor was afforded an opportuni-ty to join in a Registration Statement under Section 14.2 (pursuant to which sales were consummated), and either declined to join therein or included securities therein, then the Investor may not request to be included in a Registration Statement under Section 14.1 for a period of six (6) months after the Investor received the Notice of Registration with respect to the Registration Statement in which the Investor participated or declined to participate;
Certain Terms and Conditions. The Repurchase, the Underwater Unit Cancellation and the Redemption Units Payment: (i) are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or any affiliates, and which are outside the scope of the Unitholder's employment contract, if any; and (ii) are not part of normal or expected compensation for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal or end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments, and in no event should be considered as compensation for, or relating in any way to, past services for the Company or any affiliate thereof. The Parties acknowledge and agree that the Phantom Unit Payment contemplated under this Agreement is subject to and constitutes non-compliant deferred compensation pursuant to Section 409A of the Code and, accordingly, the Unitholder acknowledges and agrees that he, she or it will make acceptable arrangements to pay any taxes that may be due as a result of the Phantom Unit Payment, including, but not limited to, a 20% additional income tax (and any related interest thereon) on such amount. In no event will the Company or its affiliates be liable for any additional tax or other penalty that may be imposed on the Unitholder by Section 409A of the Code or for damages for failing to comply with Section 409A of the Code.
