French law provisions Sample Clauses

French law provisions. (a) To the extent a transfer of rights and obligations hereunder could be construed as a novation within the meaning of articles 1271 et seq. of the French Code Civil, each Party agrees that upon a transfer under Clause 24.1 (Assignments and transfers by the Lenders) and Clause 24.5 (Procedure for transfer), the security created under the French law governed Security Documents shall be preserved and maintained for the benefit of the Security Agent, the new Lender and the remaining Finance Parties pursuant to articles 1278 et seq. of the French Code Civil.
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French law provisions. Hxxxxx and the Guarantor expressly agree and confirm that, to the extent that any transfer or assignment effected in accordance with Clause 21 (Changes to the Finance Parties) is deemed to constitute a novation within the meaning of Articles 1329 et seq. of the French Code civil, all the rights of the Lenders against Holdco and the Guarantor (including in relation to any Transaction Security or the Guarantee governed by French law) shall be maintained and will continue in full force and effect in accordance with articles 1334 et seq. of the French Code civil.
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French law provisions. In the event of any assignment, transfer, novation or disposal of part or all of its rights and obligations by any Existing Lender under each and any of the Finance Documents to which such Existing Lender is a party, Parent and each Obligor hereby expressly consent to the retention and maintenance of, all rights and Security under the Finance Documents for the benefit of the New Lender in accordance with the provisions of article 1334 of the French Civil Code so that any Security created under any Transaction Security Documents governed by French law and the obligations of each French Guarantor under this agreement will continue in full force for the benefit of the then Lenders following any transfer by way of novation under this Agreement. A novation under this Clause 29 is a novation (novation) within the meaning of articles 1329 et seq. of the French Civil Code. 216
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French law provisions. To the extent that an assignment of rights and obligations by a Lender referred to in this clause (b) could be construed as a novation within the meaning of articles 1329 et seq. of the French Code civil, each party hereto agrees that for the purposes of articles 1334 et seq. of the French Code civil and upon such an assignment, the Liens created under the French Security Documents shall be preserved and maintained for the benefit of the Secured Parties. An assignee may, in the case of an assignment of rights by an existing Lender hereunder, if it considers it necessary to make the assignment effective as against a French Loan Party, arrange for such assignment to be notified to or acknowledged by such French Loan Party in accordance with article 1324 of the French Code civil. 130 CHAR1\1707916v5
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French law provisions. The New Lender may, in case of an assignment of rights by an existing Lender hereunder, if it considers it necessary to make such transfer effective as against third parties, arrange for the relevant assignment agreement to be notified by way of signification to any French Borrower in accordance with article 1690 of the French Code civil.
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French law provisions. Topco expressly agrees and confirms that any Interim Security created under any French Interim Security Document and its obligations under this Agreement shall be maintained and will continue in full force and effect in favour of any New Interim Lender and each other Interim Finance Parties following any transfer or assignment under this Clause 24 (Changes to Parties).
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Related to French law provisions

  • Governing Law Provisions This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in such state. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) may be instituted in the federal courts of the United States of America located in the Borough of Manhattan in the City of New York or the courts of the State of New York in each case located in the Borough of Manhattan in the City of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

  • Confidentiality Provisions 7.1 Pursuant to 42 USC 1396r-8(b)(3)(D), the parties agree that information disclosed by the Manufacturer under this Agreement in a form which discloses the identity of a specific Manufacturer or the prices charged for drugs by the Manufacturer is confidential and shall not be disclosed except as necessary to carry out the Agreement or as may be required by judicial order. Therefore, the Department agrees that confidential information provided to the Department under this Agreement, including the Agreement itself is exempted from disclosure by statute. To the extent that the Department utilizes the services of a third-party to develop and maintain the PDL, or to administer any part of this Agreement, all provisions of this section shall apply to the third-party, and the Department shall have the third-party sign a written agreement ensuring the third-party will comply with all aspects of this section. In the event that the Department is required by law to disclose any provision of this Agreement or pricing information to any person other than as provided above, the Department shall provide advance written notice to the Manufacturer sufficiently in advance of the proposed disclosure to allow the Manufacturer to seek a protective order or other relief.

  • Lock-Up Provisions (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (A) the one (1) year anniversary of the date of the Closing, (B) the first date subsequent to the Closing with respect to which the closing price of the Purchaser Common Stock has equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (C) the date on which the Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser’s stockholders having the right to exchange their shares of Purchaser Common Stock for cash, securities or other property: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of Xxxxxx, (III) to any Permitted Transferee (as defined below), (IV) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchaser; provided, however, that in any of cases (I), (II), (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

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