Effect of Bankruptcy Filing. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against Moderna under the Bankruptcy Code or analogous provisions of applicable Law outside of the United States, then unless or until this A&R Option Agreement is rejected or deemed rejected, Moderna or its trustee, pursuant to Section 365(n) of the Bankruptcy Code and upon the written request of AstraZeneca:
(i) will perform this A&R Option Agreement; or
(ii) [***]
Effect of Bankruptcy Filing. The Parties agree and acknowledge that this Agreement is a contract under which Licensor is a licensor to Licensee of rights with respect to intellectual property (including without limitation, “intellectual property” within the meaning of Section 101 of the Bankruptcy Code of the United States (“Bankruptcy Code”)). All rights, licenses, immunities and other rights granted under or pursuant to or otherwise described in this Agreement are, and shall be deemed to be, for purposes of Section 365(n) of the Bankruptcy Code, licenses of rights to “intellectual property” within the meaning of Section 101 of the Bankruptcy Code. The Parties agree that Licensee and its sublicensees, as licensees of such rights under this Agreement, shall retain and may fully exercise all of their rights and elections under the Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against Licensor including under the Bankruptcy Code, Licensee shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, including without limitation copies of invention disclosures and filings and communications relating to the Patent Rights, and the same, if not already in Licensee’s possession, shall be promptly delivered to Licensee upon any such commencement of a bankruptcy proceeding upon written request therefor by Licensee.
Effect of Bankruptcy Filing. Notwithstanding anything to the contrary set forth in this Amendment No. 2 or the other Financing Agreements, Borrower and Lender hereby agree that upon the filing by Borrower or any Obligor (or against Borrower or any Obligor) of a case or proceeding under the bankruptcy laws of the United States of America now or hereafter in effect, (i) Lender may at its option, without notice, cease making Revolving Loans or arranging for Letter of Credit Accommodations or adjust the lending formulas or amounts of Revolving Loans and Letter of Credit Accommodations available to Borrower and (ii) each of Borrower and Lender expressly reserves all of its rights and remedies under such laws.
Effect of Bankruptcy Filing. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against Access under the Bankruptcy Code or analogous provisions of applicable law outside of the United States, then unless or until this Agreement is rejected or deemed rejected, Access or its trustee, pursuant to Section 365(n) of the Bankruptcy Code and upon the written request of AMAG:
(i) will perform this Agreement; or
(ii) will deliver all embodiments of such intellectual property, which, if not already in AMAG’s possession, will be promptly delivered to it upon AMAG’s written request therefor, to the full extent required by Section 365(n)(4) of the Bankruptcy Code.
Effect of Bankruptcy Filing. In the event that one Party becomes a debtor in a case under the Bankruptcy Code (or becomes the subject of a comparable proceeding under Japanese bankruptcy law or other Japanese laws applicable to bankruptcies or insolvencies), then unless or until this Agreement is rejected or deemed rejected pursuant to Section 365(n) of the Bankruptcy Code (or, alternatively, unless or until this Agreement is rescinded pursuant to Article 59 of the Japanese bankruptcy law or any comparable provision of other Japanese laws applicable to bankruptcies or insolvencies), debtor Party, or its trustee (or similar representative under Japanese law) shall, upon the written request of the non-debtor Party, (a) either (i) perform this Agreement, or (ii) provide to the non-debtor Party a complete and accurate duplicate of (or complete access to) all Embodiments of Intellectual Property not in the non-debtor Party's possession upon the commencement of any such bankruptcy proceeding (or comparable Japanese proceeding), to the full extent required by Section 365(n)(4) of the Bankruptcy Code or any analogous provision of Japanese law; and (b) not interfere with the rights of the non-debtor Party as licensee or any of its permitted sublicensees under this Agreement or any agreement supplementary to this Agreement, to all intellectual property of the debtor Party licensed to non-debtor Party under this Agreement.
Effect of Bankruptcy Filing. The parties hereby agree that, if (within one year after the date of this Amended and Restated Agreement) LS institutes a voluntary bankruptcy proceeding or has instituted against it an involuntary bankruptcy proceeding that is not dismissed within 90 day after it is filed, then upon the delivery of all unsold Additional Shares and Option Shares, LS shall owe Genesee an amount equal to the difference between $97,125 minus the aggregate amount of proceeds from any prior sales of the Additional Shares and Option Shares.
Effect of Bankruptcy Filing. This Intercreditor Agreement shall be applicable both before and after the commencement, whether voluntary or involuntary, of any case of the Borrower under any bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment of debt, dissolution or liquidation or other similar law and all references herein to the Borrower shall be deemed to apply to the Borrower as a debtor-in-possession and to any trustee in bankruptcy for the estate of the Borrower.
