Subject to Section 12 Sample Clauses

Subject to Section 12. 11 (but excluding, in all events, any assignment consent or approval requirements (whether from the Borrowers or otherwise)), the Administrative Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such ▇▇▇▇▇▇ (and/or against any recipient that receives funds on its respective behalf). In addition, an Erroneous Payment Return Deficiency owing by the applicable Lender (x) shall be reduced by the proceeds of prepayments or repayments of principal and interest, or other distribution in respect of principal and interest, received by the Administrative Agent on or with respect to any such Loans acquired from such Lender pursuant to an Erroneous Payment Deficiency Assignment (to the extent that any such Loans are then owned by the Administrative Agent) and (y) may, in the sole discretion of the Administrative Agent, be reduced by any amount specified by the Administrative Agent in writing to the applicable Lender from time to time. (e) The parties hereto agree that (x) irrespective of whether the Administrative Agent may be equitably subrogated, in the event that an Erroneous Payment (or portion thereof) is not recovered from any Payment Recipient that has received such Erroneous Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights and interests of such Payment Recipient (and, in the case of any Payment Recipient who has received funds on behalf of a Lender, Letter of Credit Issuer or Secured Party, to the rights and interests of such Lender, Letter of Credit Issuer or Secured Party, as the case may be) under the Loan Documents with respect to such amount (the “Erroneous Payment Subrogation Rights”) (provided that, the Credit Parties’ Obligations under the Loan Documents in respect of the Erroneous Payment Subrogation Rights shall not be duplicative of such Obligations in respect of Loans that have been assigned to the Administrative Agent under an Erroneous Payment Deficiency Assignment) and (y) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrowers or any other Credit Party; provided that, this Section ...

Subject to Section 12. 04(c)(ii), the Borrower agrees that each Participant shall be entitled to the benefits of Section 5.01,

Subject to Section 12. 9.3, Manager shall indemnify, defend and hold Owner and its Affiliates and their respective directors, officers, employees, agents and assigns (collectively, the "Owner Indemnified Parties") harmless from and against any and all Claims that any Owner Indemnified Party or Parties may incur, become responsible for, or pay out to the extent caused by Manager's Grossly Negligent or Willful Acts.

Subject to Section 12. 6.4, the Call Closing shall take place no later than sixty (60) Business Days following receipt by the Selling Stockholder or the Investor Stockholder of the notice under Section 12.6.1 on a date specified by the Purchasing Stockholder (the “Call Closing Date”); provided that the Purchasing Stockholder shall give the Selling Stockholders at least ten (10) Business Days’ written notice of the Call Closing Date.

Subject to Section 12. 3.1, the Company may, in its absolute discretion, remove the Trustee and discharge the Trustee from all further duties hereunder by giving the Trustee 30 days' notice in writing or such shorter notice as the Trustee may accept as sufficient at any time.

Subject to Section 12. 2, this Agreement may be terminated (except for the provisions referenced in Section 12.2) at any time prior to the Closing upon the occurrence of any one or more of the following: (a) by the mutual written agreement of the Parties; (b) by either Party, if (i) any Law or Final Order that prohibits and makes illegal the consummation of the transactions contemplated by this Agreement, upon notification to the non-terminating Party by the terminating Party, (ii) any Governmental Authority (other than the Bankruptcy Court) issues an order, decree or ruling prohibiting the transactions contemplated by this Agreement or (iii) if the Closing has not occurred by the Outside Closing Date; provided that if the Closing has not occurred by the Outside Closing Date due to a Material Breach of any representations, warranties, covenants or agreements contained in this Agreement by Buyer or Sellers, then the breaching party may not terminate this Agreement pursuant to this Section 12.1(b)(iii); (c) by Buyer, (i) upon a Material Breach by a Seller of any of its representations, warranties, covenants or other agreements contained in this Agreement, the result of which causes a failure of the conditions set forth in Section 9.1 or Section 9.2 to be satisfied or (ii) if all of the conditions set forth in Section 9.1 or Section 9.2 have been satisfied or waived, as applicable, and a Seller nevertheless refuses or fails to consummate the transactions contemplated in this Agreement; provided, in each case, such Seller shall first be entitled to the opportunity to cure by the earlier of (x) ten (10) Business Days after the giving of written notice by Buyer to Sellers and (y) the Outside Closing Date; (d) by Buyer, if the Sale Order is not entered on or before December 31, 2016 (or, if not that date due to the unavailability of the Bankruptcy Court, then the first available date thereafter) with any changes and/or modifications as to which Buyer may reasonably consent, unless otherwise agreed by Buyer in its reasonable discretion; (e) by Sellers, (i) upon a Material Breach by Buyer of any of its representations, warranties, covenants or other agreements contained in this Agreement, the result of which causes a failure of the conditions set forth in Section 9.1 or Section 9.3 to be satisfied, or (ii) if all of the conditions set forth in Section 9.1 and Section 9.3 have been satisfied or waived, as applicable, and Buyer nevertheless refuses or fails to consummate the transactions c...

Subject to Section 12. 11.1.3, the Parties agree to use Commercially Reasonable Efforts to use the trademark EMPRELVIA® (the “Existing Trademark”) with each Licensed Product being Commercialized in the Licensee Territory and the C▇▇▇▇▇ Territory. As between the Parties, C▇▇▇▇▇ will own all right, title, and interest in and to the Existing Trademark and all goodwill associated therewith worldwide. Further, as between the Parties, C▇▇▇▇▇ will own all rights to any Internet domain names incorporating the Existing Trademark or any variation or part of such Existing Trademark used as its URL address or any part of such address.

Subject to Section 12. 3.4, in the event that MedImmune fails to comply with the obligations of Section 12.3.1 with respect to any Contract Year and, in addition, has not achieved any of the milestones set forth in Sections 12.3.2(a) through 12.3.2(k) during such Contract Year, Avalon shall have the right, as the sole and exclusive remedy for MedImmune’s failure to comply therewith, to terminate this Agreement pursuant to Section 10.3.1 (a) by written notice to MedImmune within * after the end of the applicable Contract Year, unless MedImmune cures such failure prior to the expiration of * after such notice. If MedImmune provides to Avalon a notice that MedImmune has decided to discontinue Product development, then MedImmune shall be deemed to have terminated this Agreement pursuant to Section 10.3.2.

Subject to Section 12. 2, each Party shall treat as strictly confidential all information received or obtained as a result of entering into or performing this Agreement which relates to: (i) the specific economic and financial provisions of this Agreement; (ii) the negotiations relating to this Agreement; and (iii) the identity of the other Parties, and no Party shall make any public announcement or identify any Party by name without the prior written consent of such Party.