Common use of thereto Clause in Contracts

thereto. The Cidara IND shall be filed and held in Cidara’s name and shall be solely owned by Cidara, subject to Section 5.5(b) hereof. Cidara shall promptly provide to Xxxxxxx true and complete copies of the filed Cidara IND, any amendment thereto, and all material correspondence to and from the FDA with respect thereto. Cidara shall take all actions reasonably necessary to maintain the Cidara IND during the conduct of the Research Plan Trials. Cidara shall be responsible for all regulatory responsibilities relating to the Development Candidate and Product containing the Development Candidate during the conduct of the Research Plan Trials as required by Applicable Laws, including safety reporting obligations to Regulatory Authorities, institutional review boards or ethics committees (each, an “IRB/EC”) and investigators, and submission of all other reporting and publication requirements under Applicable Law. Subject to the terms of this Section 4.4, Cidara shall have the sole responsibility for, and sole authority with respect to, communications with Regulatory Authorities regarding the Development Candidate and Product containing the Development Candidate during the conduct of the Research Plan Trials, provided that Xxxxxxx shall have the right to participate in all scheduled meetings between Cidara and Regulatory Authorities pertaining to the Development Candidate and Product containing the Development Candidate, unless the Parties have agreed otherwise in advance of such meeting. Cidara shall provide Xxxxxxx with reasonable advance notice of all scheduled meetings with Regulatory Authorities regarding the Development Candidate or Product containing the Development Candidate and, as available, advance copies of documents relating to such meetings. In addition, in the event that Cidara is notified of any material inquiries from Regulatory Authorities that relate to the Development Candidate and Product containing the Development Candidate during the conduct of the Research Plan, Cidara shall promptly notify Xxxxxxx of such inquiries. Cidara will (i) provide Xxxxxxx for review and comment at least 10 Business Days in advance of any deadline for comments (or if any Regulatory Authority deadline is sooner, as reasonably in advance as possible), copies of all Regulatory Documentation with respect to the Development Candidate or Product containing the Development Candidate to be submitted by or on behalf of Cidara prior to the relevant submission during the Research Program Term; (ii) incorporate reasonable comments thereto provided by Xxxxxxx; and (iii) promptly notify and provide Xxxxxxx any Regulatory Documentation received from any Regulatory Authority with respect to the Development Candidate or Product containing the Development Candidate.

thereto. The Cidara IND shall be filed and held in Cidara’s name Each Holder of this Security, by accepting the same, (a) agrees to and shall be solely owned bound by Cidarasuch provisions, (b) authorizes and directs the Trustee on his behalf to take action as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. [If applicable, insert — The Indenture contains provisions for defeasance at any time of [(1) the entire indebtedness of this Security or (2)] certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.] [If the Security is not an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] [If the Security is an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to — insert formula for determining the amount. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest all of the Company’s obligations in respect of the payment of the principal of and interest, if any, on the Securities of this series shall terminate.] The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to Section 5.5(b) hereof. Cidara shall promptly provide to Xxxxxxx true and complete copies the provisions of the filed Cidara INDIndenture, the Holder of this Security shall not have the right to institute any amendment theretoproceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity against the costs, expenses and liabilities to be incurred in compliance with such request and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and all material correspondence shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and from offer of indemnity. The foregoing shall not apply to any suit instituted by the FDA with respect thereto. Cidara shall take all actions reasonably necessary to maintain Holder of this Security for the Cidara IND during enforcement of any payment of principal hereof or any premium or interest hereon on or after the conduct of the Research Plan Trials. Cidara shall be responsible for all regulatory responsibilities relating to the Development Candidate and Product containing the Development Candidate during the conduct of the Research Plan Trials as required by Applicable Laws, including safety reporting obligations to Regulatory Authorities, institutional review boards or ethics committees (each, an “IRB/EC”) and investigators, and submission of all other reporting and publication requirements under Applicable Lawrespective due dates expressed herein. Subject to the terms rights of holders of Senior Indebtedness, as set forth in the Indenture, no other reference herein to the Indenture and no other provision of this Section 4.4Security or of the Indenture shall alter or impair the obligation of the Company, Cidara which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any Place of Payment, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company or the Security Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. All terms used in this Security which are defined in the Indenture shall have the sole responsibility for, and sole authority with respect to, communications with Regulatory Authorities regarding the Development Candidate and Product containing the Development Candidate during the conduct of the Research Plan Trials, provided that Xxxxxxx shall have the right meanings assigned to participate in all scheduled meetings between Cidara and Regulatory Authorities pertaining to the Development Candidate and Product containing the Development Candidate, unless the Parties have agreed otherwise in advance of such meeting. Cidara shall provide Xxxxxxx with reasonable advance notice of all scheduled meetings with Regulatory Authorities regarding the Development Candidate or Product containing the Development Candidate and, as available, advance copies of documents relating to such meetings. In addition, them in the event that Cidara is notified of any material inquiries from Regulatory Authorities that relate to the Development Candidate and Product containing the Development Candidate during the conduct of the Research Plan, Cidara shall promptly notify Xxxxxxx of such inquiries. Cidara will (i) provide Xxxxxxx for review and comment at least 10 Business Days in advance of any deadline for comments (or if any Regulatory Authority deadline is sooner, as reasonably in advance as possible), copies of all Regulatory Documentation with respect to the Development Candidate or Product containing the Development Candidate to be submitted by or on behalf of Cidara prior to the relevant submission during the Research Program Term; (ii) incorporate reasonable comments thereto provided by Xxxxxxx; and (iii) promptly notify and provide Xxxxxxx any Regulatory Documentation received from any Regulatory Authority with respect to the Development Candidate or Product containing the Development CandidateIndenture.

thereto. The Cidara IND Seller shall be filed and held in Cidara’s name and shall be solely owned by Cidara, subject to Section 5.5(b) hereof. Cidara shall promptly provide to Xxxxxxx true and complete copies comply with all requirements of the filed Cidara INDapplicable Custodial Agreement to which it is a party with respect to each Subject Mortgage Loan, including the delivery to Custodian of all required Mortgage Files. Seller shall (a) not assign, sell, transfer, pledge, hypothecate, grant, create, incur, assume or suffer or permit to exist any security interest in or Lien (other than Permitted Liens) on any Purchased Asset to or in favor of any Person other than Buyer, (b) defend such Purchased Asset against, and take such action as is necessary to remove, any amendment theretosuch Lien, and (c) defend the right, title and interest of Buyer in and to all material correspondence to Purchased Assets against the claims and from the FDA with respect thereto. Cidara shall take all actions reasonably necessary to maintain the Cidara IND during the conduct of the Research Plan Trials. Cidara shall be responsible for all regulatory responsibilities relating to the Development Candidate and Product containing the Development Candidate during the conduct of the Research Plan Trials as required by Applicable Laws, including safety reporting obligations to Regulatory Authorities, institutional review boards or ethics committees (each, an “IRB/EC”) and investigators, and submission demands of all other reporting and publication requirements under Applicable LawPersons whomsoever. Subject to Notwithstanding the terms foregoing, if Seller grants a Lien on any Purchased Asset in violation of this Section 4.412(gg) or any other Program Document, Cidara Seller shall be deemed to have the sole responsibility for, simultaneously granted an equal and sole authority with respect to, communications with Regulatory Authorities regarding the Development Candidate and Product containing the Development Candidate during the conduct ratable Lien on such Purchased Asset in favor of the Research Plan Trials, provided that Xxxxxxx shall have the right to participate in all scheduled meetings between Cidara and Regulatory Authorities pertaining Buyer to the Development Candidate extent such Lien has not already been granted to Buyer; provided, that such equitable and Product containing ratable Lien shall not cure any resulting Event of Default. Seller shall not amend, modify, waive or terminate any provision of any Underlying Participation Interest Document in a manner affecting the Development Candidate, unless Underlying Participation Interests without the Parties have agreed otherwise in advance Buyer’s prior written consent and shall submit any proposed UPI Modification no less than [*] prior to the proposed effective date of such meetingUPI Modification for such review and consent. Cidara Seller shall provide Xxxxxxx with reasonable advance notice of all scheduled meetings with Regulatory Authorities regarding mark its respective computer records and tapes to evidence the Development Candidate interests granted to Buyer hereunder. Seller shall not take any action to cause any Purchased Asset that is not evidenced by an instrument or Product containing the Development Candidate and, chattel paper (as available, advance copies of documents relating to such meetings. In addition, defined in the event that Cidara is notified of any material inquiries from Regulatory Authorities that relate to the Development Candidate and Product containing the Development Candidate during the conduct of the Research Plan, Cidara shall promptly notify Xxxxxxx of such inquiries. Cidara will (iUCC) provide Xxxxxxx for review and comment at least 10 Business Days in advance of any deadline for comments (or if any Regulatory Authority deadline is sooner, as reasonably in advance as possible), copies of all Regulatory Documentation with respect to the Development Candidate or Product containing the Development Candidate to be submitted so evidenced. If a Purchased Asset becomes evidenced by an instrument or chattel paper, the same shall be immediately delivered to Buyer, or Custodian on behalf of Cidara prior to the relevant submission during the Research Program Term; (ii) incorporate reasonable comments thereto provided Buyer, together with any endorsements required by Xxxxxxx; and (iii) promptly notify and provide Xxxxxxx any Regulatory Documentation received from any Regulatory Authority with respect to the Development Candidate or Product containing the Development CandidateXxxxx.

thereto. The Cidara IND Each such notice shall specify the proposed date of such prepayment and the aggregate principal amount and the Types of the Loans to be filed and held prepaid (and, in Cidara’s name the case of LIBOR Loans, the Interest Period of the Borrowing pursuant to which made), and shall be solely owned irrevocable and shall bind the Borrower to make such prepayment on the terms specified therein. During the continuance of any Event of Default, all prepayments pursuant to this subsection (A) shall be applied, first, to the Swingline Loans, and second, after payment in full of the Swingline Loans, to the Revolving Credit Loans as determined by Cidarathe Agent. Each prepayment of the Revolving Credit Loans made pursuant to this subsection (A) shall be applied to reduce the aggregate outstanding principal amount of the Revolving Credit Loans ratably among the Lenders holding Revolving Credit Loans in proportion to the principal amount held by each. In the absence of an Event of Default, voluntary prepayments pursuant to this subsection (A) shall be applied as specified by the Borrower in the applicable prepayment notice. Loans prepaid pursuant to this subsection (A) may be reborrowed, subject to Section 5.5(bthe terms and conditions of this Agreement. (b) hereof. Cidara shall promptly provide Except to Xxxxxxx true and complete copies the extent due or made sooner pursuant to the provisions of this Agreement, the Borrower will repay the aggregate outstanding principal amount of the filed Cidara INDRevolving Credit Loans in full on the Revolving Credit Facility Maturity Date. Except to the extent due or made sooner pursuant to the provisions of this Agreement, any amendment thereto, and all material correspondence to and from the FDA with respect thereto. Cidara shall take all actions reasonably necessary to maintain Borrower will repay the Cidara IND during the conduct aggregate outstanding principal amount of the Research Plan Trials. Cidara shall be responsible for all regulatory responsibilities relating to Swingline Loans in full on the Development Candidate and Product containing Swingline Maturity Date. (c) In the Development Candidate during the conduct of the Research Plan Trials as required by Applicable Lawsevent that, at any time (including safety reporting obligations to Regulatory Authorities, institutional review boards or ethics committees (each, an “IRB/EC”) and investigators, and submission of all other reporting and publication requirements under Applicable Law. Subject to the terms of this Section 4.4, Cidara shall have the sole responsibility for, and sole authority with respect to, communications with Regulatory Authorities regarding the Development Candidate and Product containing the Development Candidate during the conduct of the Research Plan Trials, provided that Xxxxxxx shall have the right to participate in all scheduled meetings between Cidara and Regulatory Authorities pertaining to the Development Candidate and Product containing the Development Candidate, unless the Parties have agreed otherwise in advance of such meeting. Cidara shall provide Xxxxxxx with reasonable advance notice of all scheduled meetings with Regulatory Authorities regarding the Development Candidate or Product containing the Development Candidate and, as available, advance copies of documents relating to such meetings. In addition, on any date set forth in the event that Cidara is notified table in SECTION 2.4(c)), the sum of any material inquiries from Regulatory Authorities that relate to the Development Candidate and Product containing the Development Candidate during the conduct of the Research Plan, Cidara shall promptly notify Xxxxxxx of such inquiries. Cidara will (i) provide Xxxxxxx for review and comment at least 10 Business Days in advance the aggregate principal amount of the Revolving Credit Loans outstanding on any deadline for comments date (or if any Regulatory Authority deadline is sooner, as reasonably in advance as possibleafter giving effect to all repayments thereof on such date), copies of all Regulatory Documentation with respect to the Development Candidate or Product containing the Development Candidate to be submitted by or on behalf of Cidara prior to the relevant submission during the Research Program Term; (ii) incorporate reasonable comments thereto provided by Xxxxxxx; the aggregate Letter of Credit Outstandings at such time (after giving effect to all repayments thereof on such date), and (iii) promptly notify the aggregate Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Credit Loans made on the date of determination after giving effect to all repayments on such date) at such time exceeds the lesser of the Total Revolving Credit Commitment at such time (after giving effect to any termination or reduction thereof as of such date), the Borrower will immediately repay the principal amount of the Swingline Loans in the amount of such excess and, to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans, the Borrower will immediately prepay the outstanding principal amount of the Revolving Credit Loans in the amount of such excess; provided, however, such payment shall be accompanied by all amounts required under SECTION 2.13 if applied to a LIBOR Loan and provide Xxxxxxx such payment is not made on the last day of the Interest Period applicable thereto, and (B) to the extent such excess amount required to be repaid is greater than the aggregate principal amount of the Swingline Loans and Revolving Credit Loans outstanding immediately prior to the application of such repayment, the amount so repaid shall be retained by the Agent and held in the Cash Collateral Account as security for the Borrower's Credit Obligations, as more particularly described in SECTION 2.18(I), and thereupon such cash shall be deemed to reduce the aggregate Reimbursement Obligations by an equivalent amount. (d) On the date of receipt by the Borrower or any Regulatory Documentation received of its Subsidiaries of any net cash proceeds from any Regulatory Authority issuance of equity securities (other than an immaterial amount of equity securities issued pursuant to employee benefit and deferred compensation plans of the Borrower or any of its Subsidiaries) or debt securities (other than Debt expressly permitted by SECTION 6.2 hereof or for which consent of the Required Lenders was obtained), the Borrower shall make a mandatory repayment of principal of the Revolving Credit Loans (as set forth in subsection (G) below) in an amount equal to seventy-five percent (75%) of net proceeds from the issuance of equity securities and one hundred percent (100%) of net cash proceeds from the issuance of debt securities (in each case, net of any underwriting discounts and commissions and other reasonable costs associated with respect such issuance). (e) On the date of receipt by the Borrower or any of its Subsidiaries of any net cash proceeds from any sale or disposition of assets in any transaction or series of related transactions causing receipt of net cash proceeds in excess of $1,000,000 per sale or disposition or $5,000,000 in the aggregate, other than sales or dispositions permitted under clauses (i), (ii), (iv) (subject to the Development Candidate above-mentioned $1,000,000 per sale limitation) and (v) of Section 6.5 or Product containing the Development Candidatesale of permitted temporary overnight investments or any other investment products sold to the Borrower by any Lender or any Affiliate thereof, the Borrower shall make a mandatory repayment of principal of the Revolving Credit Loans (as set forth in subsection (G) below) in an amount equal to one-hundred percent (100%) of such net cash proceeds. (f) On the date of receipt by the Borrower or any of its Subsidiaries of any cash prepayment received in reduction of the principal balance of the Palestine Limited Partnership Note, the Borrower shall make a mandatory repayment of principal of the Revolving Credit Loans (as set forth in subsection (g) below) in an amount equal to one hundred percent (100%) of such payment. (g) Each prepayment of the Loans made pursuant to subsections (d), (E) and (F) above shall be applied to reduce the aggregate outstanding principal amount of the Revolving Credit Loans, ratably among the Lenders holding Revolving Credit Loans in proportion to the principal amount held by each. Each payment or prepayment of a LIBOR Loan made pursuant to the provisions of this SECTION 2.5 on a day other than the last day of the Interest Period applicable thereto shall be made together with all amounts required under SECTION 2.13 to be paid as a consequence thereof.