Subject to Sections 2. 03(c) and 2.16, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.
Subject to Sections 2. 3 and 6.1 thereof, the Company represents that the Contracts are currently treated as endowment, annuity or life insurance contracts under applicable provisions of the Code and that it will make every effort to maintain such treatment and that it will notify the Trust and KFSC immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future.
Subject to Sections 2. 7.1 to 2.7.4, the Data Processor shall ensure that only those employees involved in delivery of the contracted service use or have access to Information on a strict ‘need to know’ basis and shall implement appropriate access controls to ensure this requirement is satisfied.
Subject to Sections 2. 5 and 2.7, Insurance Company represents and agrees that the Contracts are currently, and at the time of issuance will be, treated as life insurance policies or annuity contracts, whichever is appropriate, under applicable provisions of the Code, and that it will make every effort to maintain such treatment and that it will notify each Participating Fund and Dreyfus immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future. Insurance Company agrees that any prospectus offering a Contract that is a "modified endowment contract," as that term is defined in Section 7702A of the Code, will identify such Contract as a modified endowment contract (or policy).
Subject to Sections 2. 1 and 4 and upon the Payment in Full of the Term Loan Priority Debt, the Term Loan Agent hereby agrees to the extent permitted by applicable law, upon the written request of the ABL Agent (with all costs and expenses in connection therewith to be for the account of ABL Agent and to be paid by Grantors):
Subject to Sections 2. 2 and 2.3 Rutgers represents that as of the Effective Date of this Agreement it has not entered into any agreements or other arrangements to license the Rutgers’ Patent Rights to any third party in the Licensed Field, and warrants that to the extent Licensee is not in default of its obligations under this Agreement and retains an exclusive license in the Licensed Field to such provisional patent or U.S. or foreign patent applications corresponding thereto or patents issuing thereon, Rutgers shall not grant to a third party a license of such {00055541.1 / 002795} applications or patents in the Licensed Field or for any other polymer within the Licensed Field (for avoidance of doubt, as used solely in this instance “Licensed Field” shall exclude the “solely with respect to Licensed Polymers” language therein).
Subject to Sections 2. 1.11 and 2.2, at the Effective Time, each Innovations Share held by an Innovations Dissenting Shareholder shall be deemed to be transferred by the holder thereof, without any further act or formality on its part, free and clear of any Lien, to Amalco and Amalco shall thereupon be obliged to satisfy the consideration therefor determined and payable in accordance with Section 2.2, the name of such holder shall be removed from the central securities register as an Innovations Shareholder and such Innovations Dissenting Shareholder will cease to have any rights as an Innovations Shareholder other than the right to be paid the fair value of its Innovations Shares in accordance with Section 2.2.
Subject to Sections 2. 4 and 2.5, if at any time after one year has elapsed from the date the Company first consummates a Public Offering pursuant to a registration statement on Form S-1 or Form SB-2, the Company shall receive a written request therefor from the record holder or holders of an aggregate of at least 51% of the Registrable Securities, the Company shall prepare and file a registration statement under the Securities Act covering such number of Registrable Securities as are the subject of such request and shall use its best efforts to cause such registration statement to become effective. Upon the receipt of a registration request meeting the requirements of this Section 2.1, the Company shall promptly give written notice to all other record holders of Registrable Securities that such registration is to be effected. The Company shall include in such registration statement such additional Registrable Securities as such other record holders request in writing within thirty (30) days after the date of the Company's written notice to them. If (a) the holders of a majority of the Registrable Securities for which registration has been requested pursuant to this Section 2.1 determine for any reason not to proceed with the registration at any time before the related registration statement has been declared effective by the Commission, (b) such
Subject to Sections 2. 1.2 and 2.1.3, Borrower shall use the proceeds of the Committed Revolving Line to finance its working capital requirements.
Subject to Sections 2. 1(b) and 2.1(c), any Manager may resign at any time by giving written notice to the Company. Subject to Sections 2.1(b) and 2.1(c), the resignation of any Manager shall take effect upon receipt of such notice or at such later time as shall be specified in the notice; and, unless otherwise specified in the notice, the acceptance of the resignation by the Company, the Managing Member or the remaining Managers shall not be necessary to make it effective.
