Clause 3. Third-party beneficiaries
Clause 3. 30 of the FAD shall not apply in this Agreement and shall be replaced by the following new clause which shall apply to this Agreement:
Clause 3. 2.5. of the Contract shall be marked as Clause 3.2.6. of the Contract.
Clause 3 is a transitional clause. The parties agree that clause 3.9.8 will be deleted when this collective agreement is renewed.
Clause 3. WSW and the Borrower determine and, where necessary, hereby agree that WSW’s right of recourse against the Borrower by virtue of every Guarantee provided by WSW for the Lender’s benefit is a contractual, and from the commencement of the Guarantee, an existing, conditional right of recourse. WSW and the Borrower also hereby agree that WSW’s existing contractual right of recourse against the Borrower is equal in scope to the total amount the Lender can claim from the Borrower, as that total amount follows from the Loan Agreement. This right of recourse is immediately due and payable in full and unconditionally if and as soon as either the Lender calls upon WSW’s Guarantee or if there is a ground for exigibility as referred to in Article 6 of the General Provisions (as defined below). If the Borrower is in default with respect to the Lender, the Borrower is also in default with respect to WSW as regards the right of recourse. This is not altered by the fact that under Clause 1(2) of this Guarantee Agreement, WSW only needs to make phased payments to the Lender in accordance with the regular Interest and repayment terms agreed between the Lender and the Borrower, even if the Lender has called in the full loan from the Borrower. WSW may nonetheless make more and/or earlier payments to the Lender of its own volition without WSW being liable to pay an early redemption fee, on the understanding that WSW and the Lender will consult one another about compensation in keeping with market rates for any difference in market value (where applicable). WSW and the Lender undertake to discuss and agree on the method used to calculate the difference in market value in all reasonableness. WSW is also subrogated in the Lender’s rights with respect to the Borrower up to the amount of the payment that WSW has made on the Borrower’s behalf under its Guarantee. As regards claims arising from or connected to the Loan Agreement concluded with the Borrower, the Lender undertakes to WSW to file no or only a conditional claim in the Borrower’s insolvency or suspension of payment, and to withdraw any claim already filed in the Borrower’s insolvency or suspension of payment at WSW’s first request, as long as WSW performs its obligations to the Lender under the Guarantee. If a trustee in bankruptcy or a receiver so requests, the Lender will confirm the non-filing or withdrawal of that/those claim/claims in the Borrower’s insolvency or suspension of payment to WSW in writing and promptly w...
Clause 3. 2 is restricted where the Contractor is obligated to do so by the law of the Union or Member States to which the Contractor is subject; in such a case, the Contractor shall inform the Client of these legal requirements prior to processing, provided that the relevant law does not prohibit such a notification due to an important public interest.
3.4 The Contractor shall inform the Client if he is of the view that an instruction violates data protection regulations. The Contractor is entitled to suspend the implementation of the corresponding instruction until it has been confirmed or changed by the Client.
Clause 3. 2 and 3.3: Governance
Clause 3. 1.1.9 of the Agreement is hereby deleted in its entirety and replaced with the following quoted text: QUOTE
Clause 3. 3 of the Pledge Agreement is hereby amended by adding the following language to the end thereof: “or such licenses are granted in arms’ length transactions in the ordinary course of business for the development, manufacture, marketing, distribution and/or commercialization of DUEXA and/or LODOTRA. In addition, this clause 3.3 shall no longer have any force and effect, and shall be deemed to be automatically deleted from this Agreement, upon the later of the completion by the holding company of the Borrower of a Qualified IPO or the issuance by the FDA of marketing approval for either DUEXA or LODOTRA”
