Provisions Regarding Clause Samples
Provisions Regarding. [****]. After the Effective Date, PDL will use Diligent Efforts to renegotiate the terms of that certain License Agreement between [****] to extend the diligence deadline for [****] (as defined in the [****]) to [****]. If, as a result of such renegotiations, the royalty rate payable by PDL on sales of licensed antibody products [****] (and provided the calculation of such royalty remains subject to the same offset provisions as included in the form of the [****] as of the Effective Date, then PDL may not charge as Third Party License Fees hereunder any royalty amount paid under the [****] in [****].
Provisions Regarding. Bankers' Acceptances, Drafts, B/A ------------------------------------------------------
Provisions Regarding. Common Stock: In the event the Executive elects to receive Common Stock of the Company in payment of any of the amounts set forth above, the Provisions Regarding Company Common Stock set forth in Exhibit "G shall apply.
Provisions Regarding the Special Purpose ---------------------------------------- Subsidiaries. ------------
(a) Make any Investment in any Special Purpose Subsidiary, other than as explicitly set forth on Exhibit 1 to Amendment No. 2 and Waiver.
(b) Permit any obligation, liability or other agreement of a Special Purpose Subsidiary to be recourse in any manner whatsoever to (i) Ventas, except as expressly set forth in Exhibit 1 to Amendment No. 2 and Waiver or (ii) the Borrower, any other Credit Party (other than Ventas), any Subsidiary of the Borrower or such other Credit Party or any of their respective assets.
(c) Permit either of the Special Purpose Subsidiaries which are direct Subsidiaries of Ventas to engage in any business activities other than the ownership of the limited liability company interests of the Special Purpose Subsidiary which is the borrower in the CMBS Transaction and the Special Purpose Subsidiary which is the depositor in the CMBS Transaction.
(d) Permit either of the Special Purpose Subsidiaries which are indirect Subsidiaries of Ventas to engage in any business activities other than (i) owning, leasing, operating, maintaining, refinancing debt with respect to, selling, or otherwise disposing of, healthcare related properties and (ii) activities directly related to the CMBS Transaction; and provided, that if any of the foregoing activities -------- results in proceeds or cash amounts that are not required to be paid to the lender in the CMBS Transaction, then such proceeds or cash amounts shall either be (X) reinvested by the applicable Special Purpose Subsidiary in accordance with Ventas' business strategy as communicated to the investment community and Ventas' shareholders and as in existence on the date hereof or (Y) be distributed to a Credit Party.
(e) Permit any amendment to the organizational documents of any of the Special Purpose Subsidiaries or any amendment to the terms and provisions of the CMBS Transaction in any case, which amendment would be materially adverse to any Credit Party or the Lenders."
(L) Article 7 of the Credit Agreement is hereby amended as of the Effective Date by adding the following new paragraph (s) immediately after paragraph (r) appearing therein:
(i) trial court judgment(s) for the payment of money in excess of $5,000,000 in the aggregate shall be obtained by the advisor, the lender(s), trustee or any other Person under or in connection with the CMBS Transaction or any transaction permitted by Section 6.27 hereof t...