Eureka. Eureka retains the exclusive right and will have sole discretion and control, at its sole cost and expense, to conduct all Commercialization activities relating to the Licensed Products in the Eureka Territory.
Eureka. Eureka hereby grants to Licensee and its Affiliates an exclusive (even as to Eureka and its Affiliates), [***] license and right of reference under any Regulatory Filings, Regulatory Approvals or other Regulatory Materials for any Licensed Product in the Eureka Territory (including all INDs, BLAs, and NDAs), in each case, that are Controlled by Eureka, solely for the purpose of obtaining Regulatory Approvals with respect to any Licensed Product in the Licensee Territory. In addition, upon Licensee’s request and to the extent permitted under patients’ informed consents and the applicable Laws (including data protection and data security laws) in the relevant jurisdictions, Eureka will provide Licensee with access to copies of any data Controlled by Eureka relating to any Licensed Product in the Eureka Territory that is necessary or reasonably useful for purposes of Licensee’s or any of its Affiliates’, licensees’ or sublicensees’ Regulatory Filings, Regulatory Approvals or other Regulatory Materials for any Licensed Product in the Licensee Territory under this Agreement. Licensee will reimburse Eureka its costs (both internal and out-of-pocket) and, if applicable, those of its (sub)licensees directly attributable to providing to Licensee and its Affiliates such license and right of reference and, if requested, copies, in accordance with Section 8.5.
Eureka. The Seller, the Buyer and the Operating Agent each hereby agree that they will not institute against Eureka or any of its Affiliates any bankruptcy, insolvency or similar proceeding so long as any commercial paper issued by Eureka or any of its Affiliates is outstanding or one year plus one day has not elapsed since the last day on which any such commercial paper was outstanding.
Eureka. 1a. Property taxes, including any personal property taxes and any assessments collected with taxes, for the fiscal year 2014-2015: 1st Installment: $27,414.59, payable but not yet due Delinquent after: December 10, 2014 2nd Installment: $27,414.59, payable but not yet due Delinquent after: April 10, 2015 Land: $1,347,000.00 Structural Improvements: $2,274,500.00 Exemption: $0.00 Personal Property: $1,150,640.00 Fixed Improvements: $366,490.00 Code Area: 003-010 Parcel No.: 002-102-009-000 1b. Property taxes, including any personal property taxes and any assessments collected with taxes, for the fiscal year 2014-2015: 1st Installment: $4,686.79, payable but not yet due Delinquent after: December 10, 2014 2nd Installment: $4,686.79, payable but not yet due Delinquent after: April 10, 2015 Land: $78,500.00 Structural Improvements: $800,000.00 Exemption: $0.00 Personal Property: $0.00 Fixed Improvements: $0.00 Code Area: 003-010 Code Area: 002-102-003-000
Eureka. 1. State of California Alcoholic Beverage License #47 45020 – On-Sale General Eating Place 2. State of California Alcoholic Beverage License #47 45020 – Event Permit
Eureka. Eureka covenants and agrees that it will maintain no less than $3,000,000 in Net Assets (the “Minimum Net Assets Threshold”) for the four year period following the Closing Date, provided, that the Minimum Net Assets Threshold shall be reduced by $750,000 on each anniversary of the Closing Date, less in each case, the amount of any outstanding and unresolved claims for indemnification made by Buyer against Eureka pursuant to Article IX. No later than March 31st of each year, Eureka agrees to provide Buyer a certificate executed by an officer of Eureka certifying that Eureka has continued to maintain the Minimum Net Assets Threshold required to be maintained pursuant to this Section 7.10 and that Eureka will make available for inspection only (i.e., not to be copied) its audit report and audited balance sheet, as well as all notes contained in such audited financial statements, including any notes that discuss any potential negative effects on Eureka’s financial condition, other than any notes that contain information that are not relevant to establish and support the value of Eureka’s assets. In addition, prior to the Closing, Eureka agrees to provide Buyer a certificate executed by an officer of Eureka certifying that Eureka has the Minimum Net Assets Threshold as of the Closing Date (the “Eureka Certificate”) and that Eureka will make available for inspection by Buyer its most recent audited balance sheet, as well as all notes contained in such audited financial statements, including any notes that discuss any potential negative effects on Eureka’s financial condition, other than any notes that contain information that are not relevant to establish and support the value of Eureka’s assets or that discuss any potential negative effects on Eureka’s financial condition. In the event that Eureka breaches in any material respect any obligation pursuant to Section 7.10 and such breach is not cured within 10 business days after written notice thereof to Eureka from Buyer, Eureka shall not be entitled to any reduction in the amount of the Minimum Net Assets Threshold and the four year period shall not terminate while such breach continues, provided that, upon such breach being cured, the Minimum Net Assets Threshold shall return to the level at which it would have been absent any breach.
