Paradigm. For purposes of this Section 7,"Paradigm" shall mean the Company and any subsidiaries or affiliates of Paradigm.
Paradigm. Each of the parties hereto (other than Paradigm) hereby covenants and agrees that it will not, prior to the date which is one year and one day after the payment in full of the latest maturing commercial paper notes and other securities issued by Paradigm, institute against, or join with any other Person in instituting against, Paradigm, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any Federal or state bankruptcy or similar law, subject to any retained rights set forth therein; PROVIDED, HOWEVER, that nothing in this SECTION 9.10(b) shall constitute a waiver of any right to indemnification, reimbursement or other payment from Paradigm pursuant to this Agreement, the Sale and Servicing Agreement or the Indenture. In the event that the Issuer, the Servicer or the Committed Note Purchaser (solely in its capacity as such) takes action in violation of this SECTION 9.10(b), Paradigm agrees that it shall file an answer with the bankruptcy court or otherwise properly contest the filing of such a petition by any such Person against Paradigm or the commencement of such action and raise the defense that such Person has agreed in writing not to take such action and should be estopped and precluded therefrom and such other defenses, if any, as its counsel advises that it may assert. The provisions of this SECTION 9.10(b) shall survive the termination of this Agreement. Nothing contained herein shall preclude participation by the Issuer, the Servicer or the Committed Note Purchaser in assertion or defense of its claims in any such proceeding involving Paradigm. The obligations of Paradigm under this Agreement are solely the limited liability company obligations of Paradigm. No recourse shall be had for the payment of any amount owing in respect of this Agreement, including the payment of any fee hereunder or any other obligation or claim arising out of or based upon this Agreement, against any member, partner, stockholder, employee, officer, director, affiliate or incorporator of Paradigm; PROVIDED, HOWEVER, nothing in this SECTION 9.10(b) shall relieve any of the foregoing Persons from any liability which any such Person may otherwise have for its gross negligence, bad faith or willful misconduct.
Paradigm. (a) Shall assume responsibility for production and use its best efforts and devote such time as is necessary to obtain FDA and CE approval for the UBM and to maintain the knowledge, capital facilities and personnel necessary to effectively to manufacture and distribute the UBM. A list of all necessary documents and the corresponding deadlines, if any, is attached hereto as Exhibit "B";
(b) Shall allow E-Technologies to conduct one annual independent audit to confirm the sales data on the UBM units sold;
(c) Shall provide E-Technologies a rolling 13-week production schedule on the UBM units with available-to-ship dates;
(d) Shall provide initial service to third parties, understood to mean first level technical support on all accounts where the UBM was sold or distributed by Paradigm;
(e) Shall agree to sell twenty-five (25) UBM units during the first 12 months after written FDA approval of the UBM is received by Paradigm; and
(f) Shall use its best efforts to ensure a box failure rate of 5% or less on all UBM Units sold or distributed to E-Technologies. UBM units in excess of 5% will be replaced or repaired by Paradigm, at its sole discretion, at no cost to E-Technologies. Prices quoted to E-Technologies for the non-human UBM Units are FOB Paradigm's facility in Salt Lake City, Utah.
Paradigm. Paradigm hereby fully and completely releases, remises, acquits and forever discharges, and agrees to hold harrriless, the Zevex Group from and against any and all judgments, claims, expenses, actions, causes of action, suits, demands, damages and liabilities, and costs of every kind and nature, whether judicial, administrative or otherwise, in law or in equity, known or unknown, foreseen, unforeseen or unforeseeable, which the Paradigm Group, or any part thereof, now has or may have, whether heretofore asserted or not, arising from, out of, or in any way related to, directly or indirectly, or based in whole or in part on any facts or matters concerned with the Manufacturing Agreement or the design, sale or manufacture of the Photon Laser Phaecoemulsification system, the Precisionist Thirty Thousand, the Photon Laser Phaco or any other product, system or part that either party designed, manufactured or sold under the Manufacturing Agreement.
Paradigm. 1. Within twenty (20) days of the date this Agreement is signed by both Parties, Zevex will deliver to Paradigm all model Thirty Thousand and Photon systems inventories, work in progress and compJeted systems and all support documentation related thereto.
2. Notwithstanding the above, promptly after both Parties have signed this Agreement, Zevex will deliver to Paradigm the source code for the software, as well as intellectual property related to the model Thirty Thousand and Photon systems (with the exception of the technology related to the Phaco drive circuit).
Paradigm. Paradigm was incorporated under the laws of the State of Delaware on April 4, 1995. Paradigm is authorized to issue 5,000,000 shares of Preferred Stock, $.01 par value per share ("Paradigm Preferred Stock"), and 25,000,000 shares of Common Stock, $.01 par value per share ("Paradigm Common Stock"). As of May 29, 1996, an aggregate of 6,820,641 shares of Paradigm Common Stock were issued and outstanding, and no shares of Paradigm Preferred Stock were issued or outstanding.
