Recitals and Schedules References to this Agreement include the recitals and schedules which form part of this Agreement for all purposes. References in this Agreement to the Parties are references respectively to the Parties and their legal personal representatives, successors and permitted assigns.
Regulatory Documentation Avidity and its Affiliates have generated, prepared, maintained and retained all Regulatory Documentation that is required to be maintained or retained pursuant to and in accordance with, to the extent applicable, good laboratory and clinical practice and Applicable Law and all such information is true, complete and correct in all material respects and what it purports to be. “Regulatory Documentation” means all: (a) applications (including all INDs and applications for Regulatory Approval), registrations, licenses, authorizations and approvals (including Regulatory Approvals); (b) correspondence and reports submitted to or received from Regulatory Authorities (including minutes and official contact reports relating to any communications with any Regulatory Authority) and all supporting documents with respect thereto, including all adverse event files and complaint files; (c) supplements or changes to any of the foregoing following Regulatory Approval; and (d) clinical and other data, including Clinical Trial data, contained or relied upon in any of the foregoing; in each case ((a), (b), (c) and (d)) relating to a Collaboration Target and Compounds Directed Against a Collaboration Target.
MARKETING MATERIALS AND REPRESENTATIONS (a) The Participant represents and warrants that it will not make any representations concerning a Fund, Creation Units or Shares, other than those consistent with the Prospectus or any Marketing Materials (as defined below) furnished to the Participant by the Distributor.
Regulatory Materials (a) Alvogen shall have the sole right to control filing or submission of Regulatory Materials with the Regulatory Agencies in the Territory with respect to Product including the MAA Approval for Product and Regulatory Approvals in the Territory, subject to Section 3.2 and the oversight of and in consultation with the Executive Steering Committee, and [***]Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. shall be responsible for managing all communications and interactions with the Regulatory Agencies in the Territory with respect to Product in the Territory. In all cases, prior to the filing of any Regulatory Materials (including the MAA for Product) for Product with the applicable Regulatory Agency, Alvogen shall provide a copy thereof to Pfenex (through the Executive Steering Committee) for its review and comment. Pfenex shall have fifteen (15) Business Days from the date it receives a copy of any Regulatory Materials with respect to the Product to provide Alvogen with comments regarding such Regulatory Materials, unless the Regulatory Agencies in the Territory or Applicable Law requires that such Regulatory Material(s) be filed on a timeline that does not reasonably permit such advanced notice, in which case Pfenex shall have as much time as is reasonably practicable to provide Alvogen with comments. Alvogen shall consider all such comments in good faith. Alvogen shall, to the extent permitted by Applicable Law, provide Pfenex with (i) reasonable advanced notice (and in no event less than fifteen (15) Business Days’ advance notice whenever feasible) of substantive meetings with any Regulatory Agency in the Territory that are either scheduled with or initiated by or on behalf of Alvogen or its Affiliates, (ii) an opportunity to have a reasonable number (but at least two (2)) representatives participate in all substantive meetings with the Regulatory Agencies in the Territory with respect to Product, and in any case keep Pfenex informed as to all material interactions with the Regulatory Agencies in the Territory with respect to Product, and (iii) a copy of any material documents, information and correspondence submitted to or received from the Regulatory Agencies in the Territory with respect to Product as soon as reasonably practicable.
Incorporation of Schedules and Exhibits The schedules, attachments and exhibits referenced in and attached to this Agreement shall be deemed an integral part hereof to the same extent as if written in whole herein. In the event that any inconsistency or conflict exists between the provisions of this Agreement and any schedules, attachments or exhibits attached hereto, the provisions of this Agreement shall supersede the provisions of any such schedules, attachments or exhibits.
LIST OF SCHEDULES AND EXHIBITS SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 1.1(Q)(1) - QUALIFIED ACCOUNTS SCHEDULE 1.1(Q)(2) - QUALIFIED INVENTORY SCHEDULE 1.1(R) - REAL PROPERTY SCHEDULE 1.1(V) - VENDOR LIENS SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - SUBSIDIARIES SCHEDULE 6.1.14 - INSURANCE SCHEDULE 6.1.15 - ERISA DISCLOSURES SCHEDULE 6.1.16 - ENVIRONMENTAL DISCLOSURES SCHEDULE 7.1 - EXISTING INDEBTEDNESS SCHEDULE 7.1.1 - OPINION OF COUNSEL SCHEDULE 8.1.3 - INSURANCE REQUIREMENTS RELATING TO COLLATERAL SCHEDULE 8.2.1 - PERMITTED INDEBTEDNESS SCHEDULE 8.2.4 - PERMITTED LOANS AND INVESTMENTS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(B) - BORROWING BASE CERTIFICATE EXHIBIT 1.1(D) - DEPOSIT ACCOUNT CONTROL AGREEMENT EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I)(1) - INDEMNITY EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(I)(3) - INTERCREDITOR AGREEMENT EXHIBIT 1.1(M) - MORTGAGE EXHIBIT 1.1(N)(1) - REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(2) - SWING LOAN NOTE EXHIBIT 1.1(P)(1) - PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT EXHIBIT 1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(S) - SECURITY AGREEMENT EXHIBIT 2.5.1 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 5.9.7(A) - U.S. TAX COMPLIANCE CERTIFICATE EXHIBIT 5.9.7(B) - U.S. TAX COMPLIANCE CERTIFICATE EXHIBIT 5.9.7(C) - U.S. TAX COMPLIANCE CERTIFICATE EXHIBIT 5.9.7(D) - U.S. TAX COMPLIANCE CERTIFICATE EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATE CREDIT AGREEMENT THIS CREDIT AGREEMENT (as hereafter amended, the “Agreement”) is dated as of December 21, 2012 and is made by and among XXXXXXXXX ENERGY, INC., a Delaware corporation (the “Borrower”), each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), STIFEL BANK & TRUST, in its capacity as syndication agent for the Lenders under this Agreement, and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”). The Borrower has requested the Lenders to provide a revolving credit facility to the Borrower in an aggregate principal amount not to exceed $50,000,000. In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows:
LIST OF EXHIBITS AND SCHEDULES Exhibit A-1 Form of Canadian Revolver Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. Revolver Note Exhibit B Assignment and Acceptance Exhibit C Assignment Notice Exhibit D Form of Compliance Certificate Exhibit E Form of Debenture Schedule E-1 Existing Letters of Credit Schedule 1.1 Commitments of Lenders Schedule 1.1A Mandatory Cost Formulae Schedule 1.1C U.K. Eligible Foreign Accounts Schedule 1.1D U.K. Non-Bank Lenders Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 Business Locations Schedule 9.1.9 Environmental Matters Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 Names and Capital Structure Schedule 9.1.21 Labor Contracts Schedule 10.2.1 Existing Liens Schedule 10.2.2 Permitted Investments Schedule 10.2.3 Permitted Debt SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of December 22, 2011, among CALLAWAY GOLF COMPANY, a Delaware corporation (“Parent”), CALLAWAY GOLF SALES COMPANY, a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONS, INC., a Delaware corporation (“Callaway Operations”, and together with Parent and Callaway Sales, collectively, “U.S. Borrowers”), CALLAWAY GOLF CANADA LTD., a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” and together with the U.S. Borrowers and the Canadian Borrower, collectively, “Borrowers”), the other Obligors party to this Agreement from time to time, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and as security trustee for the Lenders (“Agent”).
