Other Effects. Until a Defaulting Member has cured its obligation to make a Mandatory Capital Contribution or the non-Defaulting Member has elected to contribute the Defaulting Member's share of the Mandatory Capital Contribution pursuant to Section 10.3.2.1(i) above, the Defaulting Member will, in addition to the remedies described above, be subject to the following:
Other Effects. 14 3.4.4 Remedies Reasonable................................................15 3.4.5 No Waiver..........................................................15 3.5
Other Effects. From and after the Effective Time, the Surviving Corporation shall possess all the assets, rights, privileges, powers and franchises and be subject to all of the liabilities, restrictions, disabilities and duties of the Company, all as provided under Delaware law.
Other Effects. In the event a Party suspends performance pursuant to Section 15.1, the other Party shall have the following rights:
(a) If Seller is the Party suspending performance, and if the Force Majeure Event does not relate to a pipeline, storage or other facility under the dominion of Transporter or any other transporting pipeline, Buyer shall receive a credit against the Reservation Fee payable by Buyer ("Reservation Fee Credit") equal to $.08 times (i) the sum of the Nominated Quantities for each day of suspension during the applicable Month minus (ii) the sum of Seller's actual City-Gate deliveries for each day of suspension during that Month.
(b) If Buyer is the Party suspending performance, Buyer shall be obligated to continue to pay all amounts payable hereunder, including, but not limited to the Reservation Fee.
Other Effects. In addition, to the extent assignable or transferable in accordance with Applicable Laws, following the Termination Effective Date, Licensee will, or will cause its Affiliates and Sublicensees (unless otherwise provided in Section 11.6.4 (Sublicensees)) to, effective upon Licensee’s receipt of notice from Xxxxxxx before or on the Termination Effective Date electing to receive any or all of the following items:
(a) transfer to Xxxxxxx copies of Licensed TARP8 Know-How and any remaining Transferred Xxxxxxx Materials together with all material data generated by Licensee or any of its Affiliates or Sublicensees to the extent necessary for the Exploitation of a TARP8 Compound or TARP8 Product and not already in Xxxxxxx’x possession;
(b) notwithstanding anything to the contrary, xxxxx Xxxxxxx an exclusive (even as to Licensee), perpetual, transferable and sublicensable (through multiple tiers) license under the Primary TARP8 Patents, to Exploit TARP8 Compounds and TARP8 Products in each case in the Field in the Territory, provided that, if this Agreement is terminated by Licensee pursuant to Section 11.3 (Termination for Material Breach) or Section 11.4 (Termination for Bankruptcy) in each case on or after [***], then, with respect to such TARP8 Compound [***];
(c) assign to Xxxxxxx all of Licensee’s (and all of its Affiliates’ or Sublicensees’) rights, title and interests in and to any agreements between Licensee (or any of its Affiliates or Sublicensees) and Third Parties that relate to the Exploitation of any TARP8 Products (including any Third Party licenses); provided, however, that, if any such agreement does not relate solely to such Exploitation, then Licensee (or such Affiliate or Sublicensee) will assign to Xxxxxxx only such portions of such agreements relating thereto; and further provided that if such assignment is not permitted under the terms of such agreement, the Parties will cooperate to provide to Xxxxxxx the benefit thereunder to the extent practicable; and, if any such Third Party agreement requires payments on the Exploitation of any TARP8 Compounds or TARP8 Products, then, after termination of this Agreement, such payment obligations (to the extent incurred on or after the Termination Effective Date and specifically attributable to the Exploitation of such TARP8 Compounds and TARP8 Products) shall be solely borne by [***] in connection with its Exploitation of such TARP8 Compounds or TARP8 Products pursuant to Section 11.6.5(b) (Other Effec...
Other Effects. The ART Merger shall have such other effects as ------------- are set forth in the ART Merger Agreement and the GBCA and the NRLP Merger shall have such other effects as are set forth in the NRLP Merger Agreement and the DRLPA and the DGCL.
Other Effects. At the Effective Time:
(a) the separate existence of Acquisition Corp. shall cease and Acquisition Corp. shall be merged with and into Equipe, with Equipe remaining as the surviving corporation (the "Surviving Corporation");
(b) the bylaws of Acquisition Corp. shall be the bylaws of the Surviving Corporation;
(c) the articles of incorporation of Acquisition Corp., as in effect immediately prior to the Effective Time, shall be the articles of incorporation of the Surviving Corporation until the same shall be amended thereafter in accordance with the California General Corporation Law and such articles of incorporation; provided, however, that Article First of the articles of incorporation of the Surviving Corporation shall be amended to read as follows: "The name of the corporation is Equipe Technologies, Inc.";
(d) the directors and officers of Acquisition Corp. shall be the directors and officers of the Surviving Corporation; and
(e) the Merger shall, from and after the Effective Time, have all of the effects provided by applicable law, including, without limitation, the effects provided for in Section 1107 of the California General Corporation Law.
Other Effects. The Merger shall have such other -------------- effects as provided in the Reorganization Agreement, including, but not limited to, the conversion of options to purchase the Company's Common Stock as provided in Section 3.5 of the Reorganization Agreement.
Other Effects. The Northrop Merger shall have such ------------- other effects as provided in the Merger Agreement and the DGCL.
Other Effects. Any and all assets, rights, privileges, powers and franchises of Netivation Sub and InterLink, individually and collectively, shall vest in the Surviving Corporation, and any and all debts, liabilities, duties and obligations of Netivation Sub and InterLink, individually and collectively, shall vest in, be deemed to be assumed by and become debts, liabilities, duties and obligations of the Surviving Corporation.
