or Section 3 Sample Clauses
or Section 3. 2; (b) increase or extend the Commitments of the Lenders (other than pursuant to Section 2.6(d) or Section 2.19) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances, any Applicable Margin or any fees or other amounts payable hereunder (other than fees payable to the Agent, the Joint Lead Arrangers or the LC Issuing Bank for their own account, or to any Lender pursuant to Section 2.13 or Section 2.17), (d) postpone any date fixed for any payment of principal of, or interest on, the Advances (excluding the conversion of Revolving Advances into Term Loans under Section 2.1(c)), any reimbursement obligation in respect of Letters of Credit or any fees or other amounts payable hereunder, (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders, which shall be required for the Lenders or any of them to take any action hereunder, (f) amend this Section 8.1, (g) release any collateral for the obligations of the Borrower hereunder or (h) change or waive any provision of Section 2.18 or any other provision of this Agreement or any other Loan Document requiring pro rata treatment of the Lenders; and provided, further, that (i) no amendment, waiver or consent shall affect the rights or duties of the Agent, the Swingline Lender or the LC Issuing Bank under this Agreement or any Note, unless such amendment, waiver or consent is in writing and signed by the Agent, the Swingline Lender and the LC Issuing Bank, as the case may be, in addition to the Lenders required above to take such action, (ii) that no amendment, waiver or consent shall change or waive any provision of Section 2.13 or Section 2.17, unless such amendment, waiver or consent is in writing and signed by each Lender directly affected thereby, in addition to the Lenders required above to take such action and (iii) that this Agreement may be amended and restated without the consent of any Lender, the Swingline Lender, the LC Issuing Bank or the Agent if, upon giving effect to such amendment and restatement, such Lender, the LC Issuing Bank or the Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, the Swingline Lender, the LC Issuing Bank or the Agent, as the case may be.
or Section 3. 6.2 of this Section, and delivered to Borrower Agent in accordance with Section 3.3 shall be presumed correct absent manifest error. Borrowers shall pay such Lender or Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.
or Section 3. 2 except with respect to a condition based upon another provision hereof, the waiver of which requires only the concurrence of the Requisite Lenders;
or Section 3. 2 without the written consent of each Lender; (b) increase or extend the Commitments of any Lender without the written consent of such Lender, (c) reduce the principal of, or interest on, the Advances, any Applicable Margin or any fees or other amounts payable hereunder (other than fees payable to the Agent, the Joint Arrangers or any LC Issuing Bank for their own account, or to any Lender pursuant to, Section 2.13 or Section
or Section 3. 3 (b) increase or extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances, any Applicable Margin or any fees or other amounts payable hereunder (other than fees payable to the Agent, the Joint Lead Arrangers or the LC Issuing Bank for their own account, or to any Lender pursuant to Section 2.12 or Section 2.16), (d) postpone any date fixed for any payment of principal of, or interest on, the Advances, any reimbursement obligation in respect of Letters of Credit or any fees or other amounts payable hereunder, (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders, which shall be required for the Lenders or any of them to take any action hereunder, (f) amend this Section 8.1, (g) release any collateral for the obligations of the Borrower hereunder or (h) change or waive any provision of
or Section 3. 4.6.2, Harvard shall be entitled, without any compensation or accounting to Licensee, to terminate forthwith, immediately upon written notice to Licensee, the licenses granted under Section 2.1.1 with respect to all Licensed Products for which Licensee has not achieved Initiation of GLP Toxicology prior to the date of such notice (other than any such Licensed Products that are Related Products to a Licensed Product for which Licensee has achieved Initiation of GLP Toxicology prior to the date of such notice). Promptly after receipt of such notice (and in any event within [**] days thereof), Licensee shall deliver to Harvard a true, correct and complete list of all Licensed Products for which Licensee has achieved Initiation of GLP Toxicology prior to the date of such notice (the “Retained Product List”) and sufficient information for Harvard to identify Related Products (i.e., [**], splicing variant or mutation, intended patient population and intended clinical outcome) to such Licensed Products. For each such Licensed Product (each, a “Retained Product”), Licensee shall follow the following procedure: For each Retained Product, the parties will negotiate in good faith and agree, during the [**] days following the date Licensee provided the Retained Product List to Harvard, upon a development plan with respect to such Retained Product, which development plan will be similar to the Development Plan with respect to other Licensed Products that were being developed by Licensee, subject to necessary adjustments, and will include reasonable development milestones, including at least [**] preclinical development milestone if such Retained Product is a preclinical product, and associated timelines. In the discussion of such development plan and development milestones, Harvard shall not unreasonably withhold its consent to Licensee’s proposed plan. If the parties agree in writing on such development plan and development milestones within such [**] day period, Harvard shall grant to Licensee, and shall be deemed to have granted to Licensee, the licenses under Section 2.1.1 to make, have made, offer for sale, sell, have sold and import such Retained Product and Related Products to such Retained Product for use within the Field, but Licensee shall be obligated (a) to use commercially reasonable efforts to develop and commercialize the Retained Product for the prevention or treatment of such human disease in accordance with such new development plan (which shall be in...
or Section 3. 2.1.2 which uses the Purchased Assets that revenue shall be subject to the revenue sharing arrangements hereunder.
or Section 3. 02. The omission by Indemnitee to so notify the Company will not relieve the Company from any liability which it may have to Indemnitee (i) under this Agreement except and only to the extent the Company can establish that such omission to notify resulted in actual material prejudice to the Company or (ii) otherwise than under this Agreement.
or Section 3. 01(c) shall not constitute a waiver of such Lender’s or such L/C Issuer’s right to demand such compensation, provided that Borrower shall not be required to compensate a Lender or an L/C Issuer pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered or Indemnified Taxes more than nine months prior to the date that such Lender or such L/C Issuer, as the case may be, notifies Borrower of the Change in Law giving rise to such increased costs or reductions or such Indemnified Taxes and of such Lender’s or such L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions or such Indemnified Taxes is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).