Safe Harbors. Each party to this Agreement acknowledges that:
(i) This Agreement, including any Credit Support Document, is a “master netting agreement” as defined in the U.S. Bankruptcy Code (the “Code”), and a “netting contract” as defined in the netting provisions of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”), and this Agreement, including any Credit Support Document, and each Transaction hereunder is of a type set forth in Section 561(a)(1)-(5) of the Code;
(ii) Party A is a “master netting agreement participant,” a “financial institution,” a “financial participant,” a “forward contract merchant” and a “swap participant” as defined in the Code, and a “financial institution” as defined in the netting provisions of FDICIA;
(iii) The remedies provided herein, and in any Credit Support Document, are the remedies referred to in Section 561(a), Sections 362(b)(6), (7), (17) and (27), and Section 362(o) of the Code, and in Section 11(e)(8)(A) and (C) of the Federal Deposit Insurance Act;
(iv) All transfers of cash, securities or other property under or in connection with this Agreement, any Credit Support Document or any Transaction hereunder are “margin payments,” “settlement payments” and “transfers” under Sections 546(e), (f), (g) or (j), and under Section 548(d)(2) of the Code; and
(v) Each obligation under this Agreement, any Credit Support Document or any Transaction hereunder is an obligation to make a “margin payment,” “settlement payment” and “payment” within the meaning of Sections 362, 560 and 561 of the Code.
Safe Harbors. Each party to this Agreement acknowledges that:
(i) This Agreement, including any Credit Support Document, is a "master netting agreement" as defined in the U.S. Bankruptcy Code (the "Code"), and this Agreement, including any Credit Support Document, and each Transaction hereunder is of a type set forth in Section 561(a)(1)-(5) of the Code;
(ii) Party A is a "master netting agreement participant" and a "swap participant" as defined in the Code;
(iii) The remedies provided herein, and in any Credit Support Document, are the remedies referred to in Section 561(a), Sections 362(b)(6), (7), (17) and (27), and Section 362(o) of the Code;
(iv) All transfers of cash, securities or other property under or in connection with this Agreement, any Credit Support Document or any Transaction hereunder are "margin payments," "settlement payments" and/or "transfers" under Sections 546(e), (f), (g) or (j), and under Section 548(d)(2) of the Code; and
(v) Each obligation under this Agreement, any Credit Support Document or any Transaction hereunder is an obligation to make a "margin payment," "settlement payment" and/or "payment" within the meaning of Sections 362, 560 and 561 of the Code. [remainder of page intentionally left blank]
Safe Harbors. If in any calendar year, MedImmune or its Affiliates and/or any other MedImmune’s Sublicensee, and/or any other Person performing work for or on behalf of or pursuant to an agreement with MedImmune or its Affiliates and/or a Sublicensee alone or together, has performed any one of the following with respect to a Product, then MedImmune will be deemed to have complied with MedImmune’s diligence obligations with respect to Products for such Calendar Year:
(a) is actively conducting a Phase I Clinical Study with respect to a Product;
(b) is actively conducting a Phase II Clinical Study with respect to a Product;
(c) is actively conducting a Phase III Clinical Study with respect to a Product;
(d) is preparing documents for Regulatory Approval in the United States or Europe or Japan or actively making a filing for Regulatory Approval in the United States or Europe or Japan with respect to Product;
(e) has filed for Regulatory Approval for a Product in the United States or Europe or Japan or is actively attending to a pending application for Regulatory Approval in such jurisdictions; or
(f) has received Regulatory Approval in the United States or Europe or Japan for a Licensed Product. If, in a Calendar Year, MedImmune and/or its Affiliates and/or Sublicensee(s), and/or a Person performing work for or on behalf of or pursuant to an agreement with MedImmune and/or its Affiliates and/or Sublicensee(s) alone or together has not met any one or more of the events described in Section 5.7.1 (a) through f) with respect to Licensed Product, the failure to meet such obligation will not alone establish that MedImmune has not met MedImmune’s diligence obligation under with respect to a Product.
Safe Harbors. Each party to this Agreement acknowledges that:
(i) [This Agreement, including any Credit Support Document, is a “master netting agreement” and a “swap agreement” as defined in the U.S. Bankruptcy Code (the “Code”), a “netting contract” as defined in Section 402 of the Federal Deposit Insurance Corporation Improvement Act of 1991, as amended (“FDICIA”) and a “swap agreement” as defined in Section 11(e)(8)(D) of the Federal Deposit Insurance Act, as amended (“FDIA”);
Safe Harbors. (i) The parties hereto intend (but Pledgor does not represent or warrant or covenant) that (A) Secured Party is a “financial institution,” “swap participant” and “financial participant” within the meaning of Sections 101(22), 101(53C) and 101(22A) of the Bankruptcy Code, (B) the Collar Confirmation is a “securities contract,” as such term is defined in Section 741(7) of the Bankruptcy Code, with respect to which each payment and delivery thereunder or in connection therewith is a “settlement payment” and/or “margin payment” and a “transfer” within the meaning of Sections 546(e) and 548(d) of the Bankruptcy Code, (C) the Collar Confirmation is a “swap agreement,” as such term is defined in Section 101(53B) of the Bankruptcy Code, with respect to which each payment and delivery thereunder or in connection therewith is a “transfer” within the meaning of Section 546(g) of the Bankruptcy Code, (D) this Pledge Agreement is a “security agreement or arrangement” or other “credit enhancement” that forms a part of and is related to such “securities contract” and such “swap agreement,” within the meaning of Section 362(b) of the Bankruptcy Code, (E) the rights given to Secured Party hereunder and under the Collar Confirmation and the Master Agreement upon the occurrence of an Event of Default with respect to the other party constitute “contractual rights” to cause the liquidation, termination or acceleration of, and to offset or net out termination values, payment amounts and other transfer obligations under or in connection with a “securities contract” and a “swap agreement” and “contractual rights” under a security agreement or arrangement forming a part of or related to a “securities contract” and a “swap agreement,” as such terms are used in Sections 555, 560, 561, 362(b)(6) and 362(b)(17) of the Bankruptcy Code, and (F) Secured Party is entitled to the protections afforded by, among other sections, Sections 362(b)(6), 362(b)(17), 362(o), 546(e), 546(g), 548(d)(2), 555, 560 and 561 of the Bankruptcy Code.
(ii) The parties hereto intend (but neither Secured Party nor Pledgor represent or warrant or covenant) that this Pledge Agreement, together with the Custodial Services Agreement and the Account Control Agreement, shall constitute a “security financial collateral agreement” for purposes of the Financial Collateral Arrangements (No. 2) Regulations 2003 (as amended) and Section 17 thereof shall apply to the Section 7 hereof.
Safe Harbors. Each party to this Agreement acknowledges that:
Safe Harbors. Each Party acknowledges that:
(a) This Agreement is a “master netting agreement” as defined in the Bankruptcy Code, and this Agreement and each transaction hereunder is of a type set forth in Section 561(a)(l)-(5) of the Bankruptcy Code;
(b) MLC is a “master netting agreement participant,” a “financial institution,” a “financial participant,” a “forward contract merchant” and a “swap participant” as defined in the Bankruptcy Code;
(c) All transfers of cash, securities or other property under or in connection with this Agreement or any transaction hereunder are “margin payments,” “settlement payments” and “transfers” under Sections 546(e), (f), (g) or j), and under Section 548(d)(2) of the Bankruptcy Code; and
(d) Each obligation under this Agreement or any transaction hereunder is an obligation to make a “margin payment,” “settlement payment” and “payment” within the meaning of Sections 362, 560 and 561 of the Bankruptcy Code.
Safe Harbors. Prior to the date hereof, neither the Company nor any of the Guarantors has (i) taken any action that is designed to or that has constituted or that could be expected to cause or result in stabilization or manipulation of the price of the Securities, (ii) issued any press release or other public announcement referring to the proposed offering of the Securities that does not adequately disclose the fact that stabilizing action may take place with respect to the Securities or (iii) taken any action or omitted to take any action that would result in the loss by the Underwriters of the ability to rely on any stabilization safe harbor provided by the Securities Act or by the UK Financial Services and Markets Xxx 0000.
Safe Harbors. Each party to this Agreement acknowledges that:
(i) This Agreement, including any Credit Support Document, is a "master netting agreement" as defined in the U.S. Bankruptcy Code (the "CODE"), and a "netting contract" as defined in the netting provisions of the Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA"), and this Agreement, including any Credit Support Document, and each Transaction hereunder is of a type set forth in Section 561(a)(1)-(5) of the Code;
(ii) Party A is a "master netting agreement participant," a "financial institution," a "financial participant," a "forward contract merchant" and a "swap participant" as defined in the Code, and a "financial institution" as defined in the netting provisions of FDICIA;
Safe Harbors. The Borrower and the Lender agree that (a) this Agreement, together with the Collar Transaction, is a “securities contract” (as defined in Section 741(7) of the Bankruptcy Code), (b) the Pledge Agreement and the Parent Guarantee are being entered into in connection with the Collar Transaction Documents and are or will be a “security agreement or arrangement” or other “credit enhancement” that forms a part of such “securities contract” within the meaning of Section 362 of the Bankruptcy Code and (c) all transfers of cash, securities or other property under or in connection with this Agreement or the Collar Transaction (including all pledges under the Pledge Agreement) to the Lender are “transfers” made “by or to (or for the benefit of)” the Lender as a “financial institution” or a “financial participant” (each as defined in the Bankruptcy Code) within the meaning of Section 546(e) of the Bankruptcy Code and are “in connection with” a “securities contract” within the meaning of Section 546(e) and 548(d)(2) of the Bankruptcy Code.
