Subject to Section 12. 04, if an employee is not scheduled to work on a statutory or paid holiday because it is her/his regular day off he/she shall be paid eight (8) hours straight time in addition to her/his monthly salary payable for time worked. If an employee is scheduled to work and actually works on a statutory or paid holiday, he/she shall be paid time and one-half in addition to her/his monthly salary payable for time worked. If an employee is required to work on Christmas or New Year's Day, he/she shall receive an additional four (4) hours pay.
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. 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. 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 order becomes final and effective 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 and the MOAs, or (iii) if the Closing has not occurred by the Outside Closing Date;
(c) by Buyer, (i) if Sellers shall have breached or failed to perform in any material respect any of their 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 and Section 9.2 to be satisfied, or (ii) if all of the conditions set forth in Section 9.1 and Section 9.2 have been satisfied or waived, as applicable, and Sellers nevertheless refuse or fail to Close the transactions contemplated in this Agreement; provided, Sellers shall first be entitled to ten (10) days’ prior notice and the opportunity to cure, and provided furthermore that Buyer shall not be in breach in any material respect of this Agreement at such time;
(d) by Sellers, (i) if Buyer shall have breached or failed to perform in any material respect 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 and 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 Close the transactions contemplated in this Agreement; provided, Buyer shall first be entitled to ten (10) days’ prior notice and the opportunity to cure, and provided furthermore that Buyer shall not be in breach in any material respect of this Agreement at such time;
(e) by Sellers if Sellers execute a definitive agreement with a third party for the acquisition of all or substantially all of the Acquired Assets (an “Alternate Transaction”); or
(f) by Sellers, if Sellers determine for any reason to terminate the sale of the Acquired Assets. The Party exercis...
Subject to Section 12. 11 (but excluding, in all events, any assignment consent or approval requirements (whether from the Borrower Parties 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 Xxxxxx (and/or against any recipient that receives funds on its respective behalf). For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender and such Commitments shall remain available in accordance with the terms of this Credit Agreement. In addition, each party hereto agrees that, except to the extent that the Administrative Agent has sold a Loan (or portion thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and irrespective of whether the Administrative Agent may be equitably subrogated, the Administrative Agent shall, be contractually subrogated to all the rights and interests of the applicable Lender under the Loan Documents with respect to each Erroneous Payment Return Deficiency (the “Erroneous Payment Subrogation Rights”).
(f) The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower Parties or any other Fund Party, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrower Parties or any other Fund Party for the purpose of making such Erroneous Payment.
(g) To the extent permitted by applicable Law, no Payment Recipient may assert any right or claim to the Erroneous Payment, and hereby waives, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payments received, including, without limitation, waiver of any defense based on “discharge for value” or any similar doctrine.
(h) Each party’s obligations under this Section 11.11 shall survive the resignation or replacement of the Administrative Agent, the termination of the Commitments or the repayment, satisfaction or d...
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.
Subject to Section 12. 9, XXXXXXXXX AGREE TO INDEMNIFY AND HOLD HARMLESS AGENT AND EACH LENDER FOR THE FULL AMOUNT OF INDEMNIFIED TAXES (INCLUDING ANY INDEMNIFIED TAXES ON AMOUNTS PAYABLE UNDER THIS SECTION) AND ANY INTEREST, PENALTIES OR ADDITIONS TO TAX PAID BY AGENT OR ANY LENDER AND ANY REASONABLE EXPENSES ARISING THEREFROM OR WITH RESPECT THERETO, WHETHER OR NOT SUCH INDEMNIFIED TAXES WERE CORRECTLY OR LEGALLY ASSERTED. PAYMENT UNDER THIS INDEMNIFICATION SHALL BE MADE WITHIN 10 DAYS AFTER THE DATE AGENT OR SUCH XXXXXX MAKES WRITTEN DEMAND THEREFOR. A CERTIFICATE AS TO THE AMOUNT OF SUCH PAYMENT OR LIABILITY DELIVERED TO THE BORROWER AGENT BY A LENDER (WITH A COPY TO AGENT), OR BY AGENT ON ITS OWN BEHALF OR ON BEHALF OF A LENDER, SHALL BE CONCLUSIVE ABSENT MANIFEST ERROR.
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.
