Subject to Section 6. 9.1.3, Developer shall manage, treat, handle, store, remediate, remove, transport (where applicable) and dispose of all Hazardous Materials and Recognized Environmental Conditions, including contaminated groundwater, in accordance with applicable Law, Governmental Approvals, the Hazardous Materials Management Plan, and all applicable provisions of the Contract Documents. If during the course of the Work, Developer encounters Hazardous Materials or a Recognized Environmental Condition in connection with the Project, Project ROW or Work, in an amount, type, quality or location that would require reporting or notification to any Governmental Entity or other Person or taking any preventive or remedial action, in each case under applicable Law, Governmental Approvals, the Hazardous Materials Management Plan or any applicable provision of the Contract Documents, Developer shall:
(a) promptly notify TxDOT in writing and advise TxDOT of any obligation to notify Governmental Entities under applicable Law; and (b) take reasonable steps, including design modifications and/or construction techniques, to avoid excavation or dewatering in areas with Hazardous Materials or Recognized Environmental Conditions. If during the performance of the Work XxXXX discovers Hazardous Materials or a Recognized Environmental Condition in connection with the Project, Project ROW or Work, TxDOT shall promptly notify Developer in writing of such fact. Where excavation or dewatering of Hazardous Materials or Recognized Environmental Conditions is unavoidable, Developer shall utilize appropriately trained personnel and shall select the most cost-effective approach to Hazardous Materials Management, unless otherwise directed by TxDOT. Wherever feasible and consistent with the Contract Documents, applicable Law and Good Industry Practice, contaminated soil and groundwater shall not be disposed off-site.
Subject to Section 6. 9(a), the Trustee may not resign except upon (i) the Trustee’s determination that (A) the performance of its duties hereunder is or becomes impermissible under applicable law and (B) there is no reasonable action that the Trustee could take to make the performance of its duties hereunder permissible under applicable law or (ii) obtaining the prior written consent of the Collateral Manager prior to an Event of Default or the prior written consent of a Majority of the Controlling Class after an Event of Default (in each case, such consent shall not be unreasonably withheld); provided, however, in the case of any resignation pursuant to clause (i) or (ii) above, the Trustee shall give prompt notice of such resignation to the Issuer, the Collateral Manager, the Holders of the Notes, the holders of the Interests, and each Rating Agency. Any such determination permitting the resignation of the Trustee shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Collateral Manager and each Lender. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee or trustees satisfying the requirements of Section 6.8 by written instrument, in duplicate, executed by a Responsible Officer of the Issuer, one copy of which shall be delivered to the Trustee so resigning and one copy to the successor Trustee or Trustees, together with a copy to each Holder of the Notes, each holder of the Interests and the Collateral Manager; provided that such successor Trustee shall be appointed only upon the Act of a Majority of the Notes of each Class or, at any time when an Event of Default shall have occurred and be continuing, by an Act of a Majority of the Controlling Class. If no successor Trustee shall have been appointed and an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 60 days after the giving of such notice of resignation, the resigning Trustee or any Holder, on behalf of itself and all others similarly situated, may petition any court of competent jurisdiction for the appointment of a successor Trustee satisfying the requirements of Section 6.8.
Subject to Section 6. 8.3, the Partnership shall be liable for, and shall reimburse the General Partner on an after-tax basis at such intervals as the General Partner may determine, for all (i) overhead, administrative expenses, insurance and reasonable legal, accounting and other professional fees and expenses of the General Partner, (ii) franchise and similar taxes of the General Partner and other fees and expenses in connection with the maintenance of the existence of the General Partner, and (iii) reasonable expenses paid by the General Partner on behalf of the Partnership. Such reimbursements shall be in addition to any reimbursement of the General Partner as a result of indemnification pursuant to Section 6.3.
Subject to Section 6. 1(i), the Executive hereby covenants and agrees that during the Employment Term and for one year thereafter the Executive will not attempt to influence, persuade or induce, or assist any other person in so persuading or inducing, any employee of the Company or a Subsidiary to give up, or to not commence, employment or a business relationship with the Company or a Subsidiary.
Subject to Section 6. 2.1, the Contract shall become binding and effective upon execution by the University and the DB.
6.2.2.1 If the DB is a joint venture, (1) each individual joint venturer shall (a) sign the Agreement in its own name and (b) be a party to the Contract, and (2) the Contract, Performance Bond, and Payment Bond shall be binding on and apply to all joint venturers jointly and severally.
6.2.2.2 If the DB is a limited liability company, which the Contracting Authority reasonably believes to be a special purpose or similar entity, the Contracting Authority may in its discretion require the limited liability company and each member of the limited liability company to (1) sign the Agreement in its own name and (2) be a party to the Contract. In that case, the Contract, Performance Bond, and Payment Bond shall be binding on and apply to the limited liability company and to all of its members jointly and severally.
Subject to Section 6. 12, the Enterprise Corporate Liability Percentage of any Corporate Liabilities; and
Subject to Section 6. 2.1, this Agreement may be terminated by the Corporation or the Depositary only if (i) all outstanding Depositary Shares have been redeemed pursuant to Section 2.8; (ii) there shall have been made a final distribution in respect of Preferred Stock in connection with any liquidation, dissolution or winding up of the Corporation and such distribution shall have been distributed to the Holders of Receipts representing Depositary Shares pursuant to Section 4.1 or 4.2, as applicable; or (iii) upon the consent of Holders of Receipts representing in the aggregate not less than two-thirds of the Depositary Shares outstanding.
Subject to Section 6. 9.4, with respect to the Properties where the Borrower or, as applicable, any Property Owner, holds a fee interest, the Borrower or, as applicable, such Property Owner, is the record owner thereof has good and clear record and marketable fee title to such Property, free and clear of all Liens or claims, except for Liens permitted pursuant to Section 7.2.3, in each case except which could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Subject to Section 6. 2.1, Licensee shall have the first right, but not the obligation, to Prosecute Product-Specific Patents in the Territory at its own cost and expense. Notwithstanding the foregoing, (i) if Inhibrx has not filed a Binder Patent with claims specifically covering such Binder then Inhibrx will coordinate filing of the Binder Patent with Licensee’s filing of a Product-Specific Patent with respect to the Binder; (ii) Licensee may file a Product-Specific Patent with respect to a Binder if Inhibrx has previously filed a Binder Patent with claims specifically covering such Binder, if approved in writing by Inhibrx on a case-by-case basis, and (ii) Licensee shall use Commercially Reasonable Efforts to Prosecute each Product-Specific Patent with the goal of securing and maintaining the broadest reasonable protection available for such Product-Specific Patents in countries where it is commercially reasonable to do so (including, at a minimum, in the United States, China, Japan, the United Kingdom, Germany, Italy, Spain and France).
(a) At Licensee’s expense, Inhibrx shall cooperate with Licensee in its Prosecution of any Product-Specific Patent, including by providing Licensee with data and other information as appropriate (but for avoidance of doubt, Inhibrx shall not be obligated to generate any additional data) and executing all necessary affidavits, assignments and other paperwork. Within [***] ([***]) [***] after the Effective Date, Inhibrx shall provide to Licensee any copies of patent filings and correspondence between Inhibrx and patent authorities within the Territory regarding the Binder Patents existing as of the Effective Date.
(b) Licensee shall copy Inhibrx on all correspondence from and to any patent office relating to the Product-Specific Patents in a timely manner, and Licensee shall provide Inhibrx with drafts of all filings and correspondence relating to the Prosecution of Product-Specific Patents in reasonably adequate time before filing or submission of such materials, for Inhibrx’s review and comment. Licensee will take into good faith consideration Inhibrx’s comments prior to submitting such filings and correspondences to the extent such comments are timely provided and it is practicable to do so. If there is a disagreement between the Parties with respect to the Prosecution (other than the initial preparation and filing) of Product-Specific Patents, then Licensee shall have the right to make the final decision. Licensee shall provide Inhibrx an ...
Subject to Section 6. 3.4, for the duration of the license granted to Owner, Owner shall keep confidential and not disclose to any Third Party any of the Operator Intellectual Property that is licensed to Owner by Operator pursuant to Section 6.3.4 (the “Licensed Intellectual Property”), except:
(a) to the extent such Licensed Intellectual Property is required to be disclosed in compliance with applicable Law, or pursuant to any legal proceedings or because of any order of any Governmental Authority that is binding upon Owner (provided that (i) Owner shall give written notice to Operator of any such actual or anticipated disclosure requirement as soon as reasonably possible with sufficient details to allow Operator to contest any such disclosure requirement and (ii) Owner shall take such steps as may be reasonably necessary, upon Operator’s instruction and that are consistent with applicable Law, to protect the confidentiality of such Licensed Intellectual Property);
(b) to prospective or actual attorneys engaged by Owner where disclosure of such Licensed Intellectual Property is essential to such attorney’s work for Owner;
(c) to prospective or actual contractors and consultants engaged by Owner (including any sublicensee contemplated by Section 6.3.4) where disclosure of such Confidential Information is essential to such contractor’s or consultant’s work for Owner; and
(d) to a bank or other financial institution to the extent appropriate to a Party arranging for financing.
