Decision on LTI Sample Clauses

Decision on LTI. If Schering notifies ViroPharma that the risk to the Compound and/or the Products in the Field is unacceptable, then effective on the date of such notice to ViroPharma (the “Notice Date”), the Field shall be expanded to mean (i) any and all indications involving the treatment or prevention of picornavirus infections (including, without limitation, the common cold and LTI), and (ii) any Other Indications (as defined in the SaSy Agreement) to which ViroPharma obtains rights pursuant to the SaSy Agreement (the “Expanded Field”), and all references in the License Agreement to the “Field” shall thereafter mean the Expanded Field; provided that Schering’s rights shall be subject to Section 2.4(c). In such event, on or immediately after the Notice Date, ViroPharma shall discontinue all efforts to develop and/or commercialize the Compound and/or Products in the Expanded Field and terminate any discussions or interactions with third parties with regard to possible licenses or other business transactions related thereto; provided, however, that ViroPharma’s compassionate use programs for the Compound and/or Products shall be governed by and subject to Section A-3.3.
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Decision on LTI. If Schering notifies ViroPharma that the risk to the Compound and/or the Products in the Field is unacceptable, then effective on the date of such notice to ViroPharma (the “Notice Date”), the Field shall be expanded to mean (i) [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. any and all indications involving the treatment or prevention of picornavirus infections (including, without limitation, the common cold and LTI), and (ii) any Other Indications (as defined in the SaSy Agreement) to which ViroPharma obtains rights pursuant to the SaSy Agreement (the “Expanded Field”), and all references in this Agreement to the “Field” shall thereafter mean the Expanded Field; provided that Schering’s rights shall be subject to Section 2.4(c). In such event, on or immediately after the Notice Date, ViroPharma shall discontinue all efforts to develop and/or commercialize the Compound and/or Products in the Expanded Field and terminate any discussions or interactions with third parties with regard to possible licenses or other business transactions related thereto; provided, however, that ViroPharma’s compassionate use programs for the Compound and/or Products shall be governed by and subject to Section 3.3.
Sample 1

Related to Decision on LTI

  • Decision on Review A decision on review of a denied claim shall be made in the following manner:

  • Limitation on Layering The Company shall not Incur any Indebtedness if such Indebtedness is subordinate or junior in ranking in any respect to any Senior Indebtedness unless such Indebtedness is Senior Subordinated Indebtedness or is contractually subordinated in right of payment to Senior Subordinated Indebtedness. No Subsidiary Guarantor shall Incur any Indebtedness if such Indebtedness is contractually subordinate or junior in ranking in any respect to any Guarantor Senior Indebtedness of such Subsidiary Guarantor unless such Indebtedness is Guarantor Senior Subordinated Indebtedness of such Subsidiary Guarantor or is contractually subordinated in right of payment to Guarantor Senior Subordinated Indebtedness of such Subsidiary Guarantor.

  • Limitation on Consultation In accordance with Rule 12d3-1 and Rule 17a-10 under the 1940 Act and any other applicable law or regulation, the Sub-Adviser is not permitted to consult with any other sub-adviser to the Fund or any sub-adviser to any other portion of the Fund or to any other investment company or investment company series for which the Adviser serves as investment adviser concerning transactions for the Fund in securities or other assets.

  • Limitation on Actions No action against either party, regardless of form, arising out of or incidental to the matters contemplated by this Agreement, may be brought by the other party more than four (4) years after the event giving rise to such cause of action occurred and is known or upon the exercise of reasonable diligence should have been known to the injured party.

  • Limitation on Support State Street shall have no obligation to support the Fund’s use of the System: (1) for use on any computer equipment or telecommunication facilities which does not conform to the Designated Configuration or (ii) in the event the Fund has modified the System in breach of this Addendum. In Witness Whereof, each of the parties has caused this instrument to be executed in its name and on its behalf by its duly authorized representative as of the date and year first written above. X. XXXX PRICE GROWTH STOCK FUND, INC. X. XXXX PRICE NEW HORIZONS FUND, INC. X. XXXX PRICE NEW ERA FUND, INC. X. XXXX PRICE NEW INCOME FUND, INC. X. XXXX PRICE PRIME RESERVE FUND, INC. X. XXXX PRICE INTERNATIONAL FUNDS, INC. X. Xxxx Price International Bond Fund X. Xxxx Price International Stock Fund X. Xxxx Price International Discovery Fund X. Xxxx Price European Stock Fund X. Xxxx Price New Asia Fund X. Xxxx Price Global Government Bond Fund X. Xxxx Price Japan Fund X. Xxxx Price Latin America Fund X. Xxxx Price Emerging Markets Bond Fund X. Xxxx Price Emerging Markets Stock Fund X. Xxxx Price Global Stock Fund X. XXXX PRICE GROWTH & INCOME FUND, INC. X. XXXX PRICE SHORT-TERM BOND FUND, INC. X. XXXX PRICE TAX-FREE INCOME FUND, INC. X. XXXX PRICE TAX-EXEMPT MONEY FUND, INC. X. XXXX PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC. X. XXXX PRICE HIGH YIELD FUND, INC. X. XXXX PRICE TAX-FREE HIGH YIELD FUND, INC. X. XXXX PRICE NEW AMERICA GROWTH FUND X. XXXX PRICE EQUITY INCOME FUND X. XXXX PRICE GNMA FUND X. XXXX PRICE CAPITAL APPRECIATION FUND X. XXXX PRICE STATE TAX-FREE INCOME TRUST Maryland Tax-Free Bond Fund Maryland Short-Term Tax-Free Bond Fund New York Tax-Free Bond Fund New York Tax-Free Money Fund Virginia Tax-Free Bond Fund Xxxxxxxx Xxxxx-Term Tax-Free Bond Fund New Jersey Tax-Free Bond Fund Georgia Tax-Free Bond Fund Florida Insured Intermediate Tax-Free Fund X. XXXX PRICE CALIFORNIA TAX-FREE INCOME TRUST California Tax-Free Bond Fund California Tax-Free Money Fund X. XXXX PRICE SCIENCE & TECHNOLOGY FUND, INC. X. XXXX PRICE SMALL-CAP VALUE FUND, INC. INSTITUTIONAL INTERNATIONAL FUNDS, INC. Foreign Equity Fund X. XXXX PRICE U.S. TREASURY FUNDS, INC. U.S. Treasury Intermediate Fund U.S. Treasury Long-Term Fund U.S. Treasury Money Fund X. XXXX PRICE INDEX TRUST, INC. X. Xxxx Price Equity Index 500 Fund X. Xxxx Price Extended Equity Market Index Fund X. Xxxx Price Total Equity Market Index Fund X. XXXX PRICE SPECTRUM FUND, INC. Spectrum Growth Fund Spectrum Income Fund Spectrum International Fund X. XXXX PRICE BALANCED FUND, INC. X. XXXX PRICE SHORT-TERM U.S. GOVERNMENT FUND, INC. X. XXXX PRICE MID-CAP GROWTH FUND, INC. X. XXXX PRICE TAX-FREE INSURED INTERMEDIATE BOND FUND, INC. X. XXXX PRICE DIVIDEND GROWTH FUND, INC. X. XXXX PRICE BLUE CHIP GROWTH FUND, INC. X. XXXX PRICE SUMMIT FUNDS, INC. X. Xxxx Price Summit Cash Reserves Fund X. Xxxx Price Summit Limited-Term Bond Fund X. Xxxx Price Summit GNMA Fund X. XXXX PRICE SUMMIT MUNICIPAL FUNDS, INC. X. Xxxx Price Summit Municipal Money Market Fund X. Xxxx Price Summit Municipal Intermediate Fund X. Xxxx Price Summit Municipal Income Fund X. XXXX PRICE EQUITY SERIES, INC. X. Xxxx Price Equity Income Portfolio X. Xxxx Price New America Growth Portfolio X. Xxxx Price Personal Strategy Balanced Portfolio X. Xxxx Price Mid-Cap Growth Portfolio X. XXXX PRICE INTERNATIONAL SERIES, INC. X. Xxxx Price International Stock Portfolio X. XXXX PRICE FIXED INCOME SERIES, INC. X. Xxxx Price Limited-Term Bond Portfolio X. Xxxx Price Prime Reserve Portfolio X. XXXX PRICE PERSONAL STRATEGY FUNDS, INC. X. Xxxx Price Personal Strategy Balanced Fund X. Xxxx Price Personal Strategy Growth Fund X. Xxxx Price Personal Strategy Income Fund X. XXXX PRICE VALUE FUND, INC. X. XXXX PRICE CAPITAL OPPORTUNITY FUND, INC. X. XXXX PRICE CORPORATE INCOME FUND, INC. X. XXXX PRICE HEALTH SCIENCES FUND, INC. X. XXXX PRICE MID-CAP VALUE FUND, INC. INSTITUTIONAL EQUITY FUNDS, INC. Mid-Cap Equity Growth Fund X. XXXX PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC. X. XXXX PRICE FINANCIAL SERVICES FUND, INC. X. XXXX PRICE REAL ESTATE FUND, INC. X. XXXX PRICE SMALL CAP STOCK FUND, INC. X. Xxxx Price Small Cap Stock Fund X. XXXX PRICE MEDIA & TELECOMMUNICATIONS FUND, INC. X. XXXX PRICE TAX EFFICIENT BALANCED FUND, INC. RESERVE INVESTMENT FUNDS, INC. Government Reserve Investment Fund Reserve Investment Fund Signature attested to: Executed on Behalf of each Fund: /s/Xxxxxxx X. Xxxxxxxxxxx /s/Xxxxxx Xxxxxx By:__________________________________Name: Xxxxxxx X. FraunhofferTitle: Legal Assistant By:__________________________________Name: Xxxxxx DeyesuTitle: Treasurer for each of the foregoing Signature attested to: State Street Bank and Trust Company /s/Xxxxx Xxxxxx /s/Xxxxxx X. Xxxxx By:__________________________________Name: Xxxxx CiottiTitle: VP & Assoc. Counsel By:__________________________________Name: Xxxxxx X. LogueTitle: Executive Vice President Schedule A Country Subcustodian Central Depository United Kingdom State Street Bank and Trust Company None; The Bank of England The Central Gilts Office (CGO); The Central Moneymarkets Office (CMO) Euroclear (The Euroclear System)/State Street London Limited Appendix A X. XXXX PRICE GROWTH STOCK FUND, INC. X. XXXX PRICE NEW HORIZONS FUND, INC. X. XXXX PRICE NEW ERA FUND, INC. X. XXXX PRICE NEW INCOME FUND, INC. X. XXXX PRICE PRIME RESERVE FUND, INC. X. XXXX PRICE INTERNATIONAL FUNDS, INC. X. Xxxx Price International Bond Fund X. Xxxx Price International Stock Fund X. Xxxx Price International Discovery Fund X. Xxxx Price European Stock Fund X. Xxxx Price New Asia Fund X. Xxxx Price Global Government Bond Fund X. Xxxx Price Japan Fund X. Xxxx Price Latin America Fund X. Xxxx Price Emerging Markets Bond Fund X. Xxxx Price Emerging Markets Stock Fund X. Xxxx Price Global Stock Fund X. XXXX PRICE GROWTH & INCOME FUND, INC. X. XXXX PRICE SHORT-TERM BOND FUND, INC. X. XXXX PRICE TAX-FREE INCOME FUND, INC. X. XXXX PRICE TAX-EXEMPT MONEY FUND, INC. X. XXXX PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC. X. XXXX PRICE HIGH YIELD FUND, INC. X. XXXX PRICE TAX-FREE HIGH YIELD FUND, INC. X. XXXX PRICE NEW AMERICA GROWTH FUND X. XXXX PRICE EQUITY INCOME FUND X. XXXX PRICE GNMA FUND X. XXXX PRICE CAPITAL APPRECIATION FUND X. XXXX PRICE STATE TAX-FREE INCOME TRUST Maryland Tax-Free Bond Fund Maryland Short-Term Tax-Free Bond Fund New York Tax-Free Bond Fund New York Tax-Free Money Fund Virginia Tax-Free Bond Fund Xxxxxxxx Xxxxx-Term Tax-Free Bond Fund New Jersey Tax-Free Bond Fund Georgia Tax-Free Bond Fund Florida Insured Intermediate Tax-Free Fund X. XXXX PRICE CALIFORNIA TAX-FREE INCOME TRUST California Tax-Free Bond Fund California Tax-Free Money Fund X. XXXX PRICE SCIENCE & TECHNOLOGY FUND, INC. X. XXXX PRICE SMALL-CAP VALUE FUND, INC. INSTITUTIONAL INTERNATIONAL FUNDS, INC. Foreign Equity Fund X. XXXX PRICE U.S. TREASURY FUNDS, INC. U.S. Treasury Intermediate Fund U.S. Treasury Long-Term Fund U.S. Treasury Money Fund X. XXXX PRICE INDEX TRUST, INC. X. Xxxx Price Equity Index 500 Fund X. Xxxx Price Extended Equity Market Index Fund X. Xxxx Price Total Equity Market Index Fund X. XXXX PRICE SPECTRUM FUND, INC. Spectrum Growth Fund Spectrum Income Fund Spectrum International Fund X. XXXX PRICE BALANCED FUND, INC. X. XXXX PRICE SHORT-TERM U.S. GOVERNMENT FUND, INC. X. XXXX PRICE MID-CAP GROWTH FUND, INC. X. XXXX PRICE TAX-FREE INSURED INTERMEDIATE BOND FUND, INC. X. XXXX PRICE DIVIDEND GROWTH FUND, INC. X. XXXX PRICE BLUE CHIP GROWTH FUND, INC. X. XXXX PRICE SUMMIT FUNDS, INC. X. Xxxx Price Summit Cash Reserves Fund X. Xxxx Price Summit Limited-Term Bond Fund X. Xxxx Price Summit GNMA Fund X. XXXX PRICE SUMMIT MUNICIPAL FUNDS, INC. X. Xxxx Price Summit Municipal Money Market Fund X. Xxxx Price Summit Municipal Intermediate Fund X. Xxxx Price Summit Municipal Income Fund X. XXXX PRICE EQUITY SERIES, INC. X. Xxxx Price Equity Income Portfolio X. Xxxx Price New America Growth Portfolio X. Xxxx Price Personal Strategy Balanced Portfolio X. Xxxx Price Mid-Cap Growth Portfolio X. XXXX PRICE INTERNATIONAL SERIES, INC. X. Xxxx Price International Stock Portfolio X. XXXX PRICE FIXED INCOME SERIES, INC. X. Xxxx Price Limited-Term Bond Portfolio X. Xxxx Price Prime Reserve Portfolio X. XXXX PRICE PERSONAL STRATEGY FUNDS, INC. X. Xxxx Price Personal Strategy Balanced Fund X. Xxxx Price Personal Strategy Growth Fund X. Xxxx Price Personal Strategy Income Fund X. XXXX PRICE VALUE FUND, INC. X. XXXX PRICE CAPITAL OPPORTUNITY FUND, INC. X. XXXX PRICE CORPORATE INCOME FUND, INC. X. XXXX PRICE HEALTH SCIENCES FUND, INC. X. XXXX PRICE MID-CAP VALUE FUND, INC. INSTITUTIONAL EQUITY FUNDS, INC. Mid-Cap Equity Growth Fund X. XXXX PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC. X. XXXX PRICE FINANCIAL SERVICES FUND, INC. X. XXXX PRICE REAL ESTATE FUND, INC. X. XXXX PRICE SMALL CAP STOCK FUND, INC. X. Xxxx Price Small Cap Stock Fund X. XXXX PRICE MEDIA & TELECOMMUNICATIONS FUND, INC. X. XXXX PRICE TAX EFFICIENT BALANCED FUND, INC. RESERVE INVESTMENT FUNDS, INC. Government Reserve Investment Fund Reserve Investment Fund AMENDMENT NO. 1 TO CUSTODIAN CONTRACT BETWEEN STATE STREET BANK AND TRUST COMPANY AND THE X. XXXX PRICE FUNDS The Custodian Contract of January 28, 1998, between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of November 4, 1998, by adding thereto X. Xxxx Price International Funds, Inc., on behalf of X. Xxxx Price International Growth & Income Fund. X. XXXX PRICE BALANCED FUND, INC. X. XXXX PRICE BLUE CHIP GROWTH FUND, INC. X. XXXX PRICE CALIFORNIA TAX-FREE INCOME TRUST California Tax-Free Bond Fund California Tax-Free Money Fund X. XXXX PRICE CAPITAL APPRECIATION FUND X. XXXX PRICE CAPITAL OPPORTUNITY FUND, INC. X. XXXX PRICE CORPORATE INCOME FUND, INC. X. XXXX PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC. X. XXXX PRICE DIVIDEND GROWTH FUND, INC. X. XXXX PRICE EQUITY INCOME FUND X. XXXX PRICE EQUITY SERIES, INC. X. Xxxx Price Equity Income Portfolio X. Xxxx Price New America Growth Portfolio X. Xxxx Price Personal Strategy Balanced Portfolio X. Xxxx Price Mid-Cap Growth Portfolio X. XXXX PRICE FINANCIAL SERVICES FUND, INC. X. XXXX PRICE FIXED INCOME SERIES, INC. X. Xxxx Price Limited-Term Bond Portfolio X. Xxxx Price Prime Reserve Portfolio X. XXXX PRICE GNMA FUND X. XXXX PRICE GROWTH & INCOME FUND, INC. X. XXXX PRICE GROWTH STOCK FUND, INC. X. XXXX PRICE HEALTH SCIENCES FUND, INC. X. XXXX PRICE HIGH YIELD FUND, INC. X. XXXX PRICE INDEX TRUST, INC. X. Xxxx Price Equity Index 500 Fund X. Xxxx Price Extended Equity Market Index Fund X. Xxxx Price Total Equity Market Index Fund INSTITUTIONAL EQUITY FUNDS, INC. Mid-Cap Equity Growth Fund INSTITUTIONAL INTERNATIONAL FUNDS, INC. Foreign Equity Fund X. XXXX PRICE INTERNATIONAL FUNDS, INC. X. Xxxx Price International Bond Fund X. Xxxx Price International Discovery Fund X. Xxxx Price International Stock Fund X. Xxxx Price European Stock Fund X. Xxxx Price New Asia Fund X. Xxxx Price Global Bond Fund X. Xxxx Price Japan Fund X. Xxxx Price Latin America Fund X. Xxxx Price Emerging Markets Bond Fund X. Xxxx Price Emerging Markets Stock Fund X. Xxxx Price Global Stock Fund X. Xxxx Price International Growth & Income Fund X. XXXX PRICE INTERNATIONAL SERIES, INC. X. Xxxx Price International Stock Portfolio X. XXXX PRICE MEDIA & TELECOMMUNICATIONS FUND, INC. X. XXXX PRICE MID-CAP GROWTH FUND, INC. X. XXXX PRICE MID-CAP VALUE FUND, INC. X. XXXX PRICE NEW AMERICA GROWTH FUND X. XXXX PRICE NEW ERA FUND, INC. X. XXXX PRICE NEW HORIZONS FUNDS, INC. X. XXXX PRICE NEW INCOME FUND, INC. X. XXXX PRICE PERSONAL STRATEGY FUNDS, INC. X. Xxxx Price Personal Strategy Balanced Fund X. Xxxx Price Personal Strategy Growth Fund X. Xxxx Price Personal Strategy Income Fund X. XXXX PRICE PRIME RESERVE FUND, INC. X. XXXX PRICE REAL ESTATE FUND, INC. RESERVE INVESTMENT FUNDS, INC. Reserve Investment Fund Government Reserve Investment Fund X. XXXX PRICE SCIENCE & TECHNOLOGY FUND, INC. X. XXXX PRICE SHORT-TERM BOND FUND, INC. X. XXXX PRICE SHORT-TERM U.S. GOVERNMENT FUND, INC. X. XXXX PRICE SMALL-CAP STOCK FUND, INC. X. XXXX PRICE SMALL-CAP VALUE FUND, INC. X. XXXX PRICE SPECTRUM FUND, INC. Spectrum Growth Fund Spectrum Income Fund Spectrum International Fund

  • Limitation on Suits No Holder of any Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless

  • Limitation on Services None of the services rendered or to be rendered by the Consultant and paid for by the issuance of shares of the Company's common stock or the Option shall be services related to any "capital raising" transaction.

  • Limitation on Warranties The representations and warranties of the Sellers in Sections 3.3 and 3.4 hereof constitute the sole and exclusive representations and warranties to Purchaser in connection with the transactions contemplated hereby. Except as expressly set forth in Sections 3.3 and 3.4 of this Agreement, Sellers make no express or implied representation or warranty of any kind whatsoever (including, without limitation, any representation or warranty as to the physical condition or value of any of the assets of the Company or the Business, the future profitability or future earnings performance of the Business), and Sellers disclaim all liability and responsibility for any representation, warranty, covenant, agreement, or statement made or information communicated (orally or in writing) to Purchaser (including any opinion, information, or advice which may have been provided to Purchaser or any of its Affiliates, directors, managers, officers, employees, accounting firms, legal counsel or other agents, consultants or representatives by any stockholder, partner, director, officer, employee, accounting firm, legal counsel, or other agent, consultant, or representative of the Company or any Seller). Purchaser acknowledges that any estimates, forecasts, or projections furnished or made available to it concerning the Company or its properties, business, assets or liabilities have not been prepared in accordance with GAAP or standards applicable under the Securities Act, and such estimates, forecasts and projections, including any reflected in the Financial Statements and/or the Interim Financial Statements, reflect numerous assumptions, and are subject to material risks and uncertainties. Purchaser acknowledges that actual results may vary, perhaps materially, and Purchaser is not relying on any such estimates, forecasts or projections. ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED. ANY AND ALL PRIOR REPRESENTATIONS AND WARRANTIES MADE BY ANY PARTY OR ITS REPRESENTATIVES, WHETHER VERBALLY OR IN WRITING, ARE DEEMED TO HAVE BEEN MERGED INTO THIS AGREEMENT, IT BEING INTENDED THAT NO SUCH PRIOR REPRESENTATIONS OR WARRANTIES SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS AGREEMENT.

  • LIMITATION ON ACTIVITIES Notwithstanding any provision in this Agreement to the contrary, the Advisor shall not take any action that, in its sole judgment made in good faith, would (i) adversely affect the ability of the Company to qualify or continue to qualify as a REIT under the Code, (ii) subject the Company to regulation under the Investment Company Act of 1940, as amended, (iii) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, its Shares or its other securities, (iv) require the Advisor to register as a broker-dealer with the SEC or any state, or (v) violate the Charter or Bylaws. In the event an action that would violate (i) through (v) of the preceding sentence but such action has been ordered by the Board, the Advisor shall notify the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given.

  • Information on Company Such Purchaser has been furnished with or has had access to the XXXXX Website of the Commission to the Company’s filings made with the Commission during the period from the date that is two years preceding the date hereof through the tenth business day preceding the Closing Date in which such Purchaser purchases Securities hereunder, including but not limited to the Risk Factor section of the Company’s Annual Report on Form 10-K filed with the Commission for the fiscal year ended December 31, 2017 (hereinafter referred to collectively as the “SEC Reports”). Purchasers are not deemed to have any knowledge of any information not included in the Reports unless such information is delivered in the manner described in the next sentence. In addition, such Purchaser may have received in writing from the Company such other information concerning its operations, financial condition and other matters as such Purchaser has requested, identified thereon as OTHER WRITTEN INFORMATION (such other information is collectively, the “Other Written Information”), and considered all factors such Purchaser deems material in deciding on the advisability of investing in the Securities. Such Purchaser was afforded (i) the opportunity to ask such questions as such Purchaser deemed necessary of, and to receive answers from, representatives of the Company concerning the merits and risks of acquiring the Securities; (ii) the right of access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable such Purchaser to evaluate the Securities; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to acquiring the Securities.

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