Subject to Section 11 Sample Clauses

Subject to Section 11. 07(c)(ii), Borrower and Guarantors agree that each Participant shall be entitled to the benefits of Section 3.01,
AutoNDA by SimpleDocs
Subject to Section 11. 8(1) above, the Lead Arranger may syndicate the Loan and the other Obligations held by the Lenders hereunder before or after the Closing Date, and the Lead Arranger (or its designated Affiliates) shall manage all aspects of such syndication, including the number and identity of the potential Lenders participating in the syndication and the Loan amounts and compensation offered in connection therewith. Each Borrower Party agrees to take all actions as the Lead Arranger (or its designated Affiliates) may reasonably request to assist in the syndication, including: (i) making its senior management and representatives available to participate in informational meetings with potential Lenders at such times and places as the Lead Arranger (or its designated Affiliates) may reasonably request; (ii) using its reasonable efforts to ensure that the syndication efforts benefit from such Borrower Party’s lending relationships; and (iii) providing the Lead Arranger (or its designated Affiliates) with all information reasonably deemed necessary to successfully complete the syndication.
Subject to Section 11. 3.2, GSK will pay Vir a one-time milestone payment of $200 Million USD ($200,000,000) upon [***] (the “Milestone Payment”). GSK shall make the Milestone Payment (or where applicable pursuant to Section 11.3.2, each applicable milestone payment) in accordance with [***].
Subject to Section 11. 1.2, as between the Parties, each Party shall own and retain all right, title, and interest in and to any and all Intellectual Property Rights and Know-How that is conceived, reduced to practice, discovered, developed, or otherwise made solely by or on behalf such Party (or its Affiliates or Sublicensees). Subject to Section 11.1.2, the Parties shall jointly own, on an equal and undivided basis any Intellectual Property Rights and Know-How that is conceived, reduced to practice, discovered, developed, or otherwise made jointly by both (i) Context, its Affiliates or Third Parties acting on Context’s behalf and (ii) BioAtla, its Affiliates or Third Parties acting on BioAtla’s behalf (“Joint Intellectual Property Rights” and “Joint Know-How”, as applicable). Except as expressly provided in this Agreement, neither Party will have any obligation to account to the other Party for profits with respect to, or to obtain any consent of the other Party to license or exploit any such jointly owned Intellectual Property Rights or Know-How by reason of joint ownership thereof, and each Party hereby waives any right it may have under the laws of any jurisdiction to require any such consent or accounting.
Subject to Section 11. 6, the Parties acknowledge and agree that from and after the Closing their sole and exclusive remedy with respect to any and all claims for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement (other than with respect to the Transition Services Agreement, Maumee Office License Agreement, Fleet Management Agreement and the Railcar Repair Services Agreement), shall be pursuant to the indemnification provisions set forth in this ARTICLE 10, and except as otherwise expressly provided in this Agreement, from and after the Closing, none of the Parties hereto shall be liable or responsible in any manner whatsoever to any other Party or other Person within the definition of a Buyer Indemnified Party or a Seller Indemnified Party, whether for indemnification or otherwise, with respect to any and all claims relating to the subject matter of this Agreement, regardless of whether such claims arise in contract, tort, breach of warranty or any other legal or equitable theory, including any type of fraud not meeting the definition of Fraud herein. In furtherance of the foregoing, each Party hereby waives, to the fullest extent permitted under any Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other Parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this ARTICLE 10, provided however, that nothing in this Section 10.2(c) shall limit or apply: (i) in the event of Fraud, (ii) to any claim under the R&W Insurance Policy or against the insurer thereunder, (iii) to any Action to obtain specific enforcement of the covenants in this Agreement, or (iv) to any remedies in connection with or arising out of the other Transaction Agreements.
Subject to Section 11. 1(l), the issuance of common stock (or common partnership interests) upon conversion of any Preferred Equity Interests;
Subject to Section 11. 1(a) of this Agree- ment, no provision of this Agreement or any Supplement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that: (i) the Trustee shall not be personally liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascer- taining the pertinent facts; (ii) the Trustee shall not be personally liable with respect to any action taken, suf- fered or omitted to be taken by it in good faith in accordance with the direction of the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Invested Amount of any Series adversely affected thereby relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Agreement or any Supplement; (iii) the Trustee shall not be charged with knowledge of any failure by the Servicer (other than the Trustee, in its capacity as Successor Servicer) to comply with the obli- gations of the Servicer referred to in clauses (a), (b) and (c) of Section 10.1 unless a Re- sponsible Officer of the Trustee obtains actual knowledge of such failure (it being understood that knowledge of the Servicer, in its capacity as agent for the Trustee, is not attributable to the Trustee) or the Trustee receives written notice of such failure from the Servicer, any Holders of Investor Certificates evidencing Undivided Interests aggregating more than 10% of the Invested Amount of any Series adversely affected thereby or any Enhancement Provider; (iv) in making a determination of any material and adverse effect upon Certificate- holders, the Trustee may, as to matters of law, rely exclusively upon an Opinion of Counsel.
AutoNDA by SimpleDocs
Subject to Section 11. 2, the Partnership may merge with, or consolidate into, any Person or Entity in accordance with Section 17-211 of the Act.
Subject to Section 11. 2.1, Accenture shall have full ownership of deliverables and work product (of whatever nature) developed or contributed to by MAXIMUS, in connection with the Project (“Project Work”), excluding, however, any source or reference materials, computer programs, documentation and similar information proprietary to MAXIMUS that are used to produce Project Work (“Source Materials”). No Source Material shall be incorporated into any Project Work except as Accenture expressly agrees in advance in a work statement or otherwise in writing, and in such event MAXIMUS hereby grants to Accenture a paid-up, non-exclusive, worldwide, irrevocable, unlimited license to use, copy, and redistribute such Source Material in connection with the Project Work in satisfaction of its obligations under the Prime Contract. All Project Work is work made for hire on behalf of Accenture, and MAXIMUS hereby assigns to Accenture all of its right, title and interest in and to the Project Work, including but not limited to all copyrights and patent rights. To the extent required for Accenture’s performance of the Prime Contract, MAXIMUS shall deliver any Source Material to Accenture upon request and hereby grants to Accenture a perpetual, worldwide, and royalty-free license to use the Source Materials and to sublicense and deliver the Source Materials to the State in satisfaction of its obligations under the Prime Contract.
Subject to Section 11. 4 but notwithstanding any other provision of this Agreement to the contrary, if the obligations with respect to any Portfolio Segment are validly terminated pursuant to Section 10.1(b) by the Purchaser as a result of a breach by the Seller, the Purchaser shall be entitled to all rights and remedies available to it.
Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!