Pursuant to Sections 6. 1(a) and (b) of the Merger Agreement, HOL was obligated to, and Times Mirror was obligated to cause HOL to, deliver Audited Financial Statements and Work Papers (each as defined in the Agreement) to Big on or before January 31, 1999. HOL and Times Mirror seek to obtain a waiver of HOL's failure to, and Times Mirror's failure to cause HOL to, deliver Audited Financial Statements and Work Papers to Big on or before January 31, 1999 as required by Sections 6.1(a) and (b) of the Merger Agreement. HOL shall, and Times Mirror shall cause HOL to, deliver Audited Financial Statements and Work Papers to Big on or before April 30, 1999, and Big acknowledges and consents that the failure of HOL to, and the failure of Times Mirror to cause HOL to, deliver Audited Financial Statements and Work Papers on or before January 31, 1999 shall not constitute a breach of or a default under the Merger Agreement by Times Mirror or HOL.
Pursuant to Sections 6. 7 and 10.6 of the Indenture, the Depositor, as borrower, agrees:
Pursuant to Sections 6. 02 (k) of the General Conditions, the following additional events are specified:
Pursuant to Sections 6. 3(d) and 9.7 of the Sale Agreement and Section 11(a) of the TAA, the Managing Agents acknowledge and consent to the Assumption.
Pursuant to Sections 6. 01 (a) and 6.02 (a) of this Agreement, the Borrower may, after consultations with the Association, remove all responsibility for project implementation from ANPIP in the event of ANPIP’s failure to comply with any of the commitments set forth in this Agreement, the Project Agreement and the Subsidiary Financing Agreement and thereupon entrust such responsibility with another private sector entity, without prejudice to this Agreement.
Pursuant to Sections 6. 02(a) and (c), the Seller shall assume (and indemnify the Company in respect of), pursuant to an assumption agreement in form and substance reasonably acceptable to the Purchaser, certain post-retirement medical and life insurance liability obligations and pension liability obligations for certain Acquired Employees.
Pursuant to Sections 6. 1 and 6.2 above, Licensee may file an action to stop alleged infringement of the Proprietary Rights by third parties, such actions including, by way of example and not limitation, litigation, arbitration, or other non-judicial dispute resolution activities (collectively referred to hereinafter as "Dispute Resolution"). The provisions of this Article 6 shall not apply, however, in the case of customary sublicense negotiations; they shall only apply after a formal filing has been made seeking third party Dispute Resolution of the matter. Licensee may deduct all costs and expenses for Dispute Resolution, including but not limited to fees of attorneys, experts, arbitrators and other third parties, taken against alleged infringers of the Proprietary Rights or challengers to the validity of the Proprietary Rights from any royalties (including sublicense royalties) that Licensee may owe to UT-Battelle during the term of Dispute Resolution or thereafter. Licensee shall only be permitted to retain all or a portion of a deduction as described in this Section upon conclusion of the Dispute Resolution if: (1) upon such conclusion Licensee receives a settlement, judgment, or compensatory recovery ("J" below), if any, that does not exceed the sum of said costs and expenses ("C(L)" below) plus Licensee's damages plead and proved ("D(PP)" below); and (2) Licensee either provides UT-Battelle with, or makes available to UT-Battelle upon request, verified bills of said costs and expenses that are actually incurred in accordance with the Records and Reports Section of this Agreement. Licensee shall deposit any royalties that Licensee may owe UT-Battelle during the term of Dispute Resolution in an interest-bearing escrow account and shall provide UT-Battelle with quarterly statements of said escrow account in accordance with the Records and Reports Section of this Agreement. Upon conclusion of Dispute Resolution, the amount that shall immediately become due and payable to UT-Battelle by Licensee shall be calculated as follows: [*] wherein: R(UTB) = Amount owed to UT-Battelle;
