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):
(i) Term Loan Agent shall, without recourse or warranty, take commercially reasonable steps to transfer the possession of the Pledged Collateral, if any, then in its possession to ABL Agent, except in the event and to the extent (A) such Collateral is sold, liquidated, or otherwise disposed of by any of the Term Loan Claimholders or by a Grantor as provided herein in full or partial satisfaction of any of the Term Loan Priority Debt or (B) it is otherwise required by any order of any court or other governmental authority or applicable law; and
(ii) in connection with the terms of any collateral access agreement, whether with a landlord, processor, warehouseman, or other third party or any control agreement, Term Loan Agent shall notify the other parties thereto that it no longer has rights as secured party thereunder.
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. 6.2 and 2.7.2, (a) Acceleron shall be responsible for Commercialization activities relating to Sotatercept Licensed Compounds and Sotatercept Licensed Products in the PH Field in the Territory in accordance with the Commercialization Plan/Budget approved by the JCC and (b) Celgene shall be solely responsible for all other Commercialization activities relating to Licensed Compounds and Licensed Products in the Field in the Territory.
Subject to Sections 2. 4 and 6.1 hereof, the Buyer shall assume at its own cost complete responsibility for compliance with all Applicable Laws in connection with the Transaction and to the extent such laws apply to the Purchased Assets, or the use thereof by the Buyer, after the Closing Date.
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.
