U.S. Bankruptcy Code. All rights granted under or pursuant to this Agreement by the Company are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, if applicable, grants of rights in and to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that Transferee, as grantee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against the Company under the U.S. Bankruptcy Code, Transferee shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, which, if not already in Transferee’s possession, shall be promptly delivered to it (or its designee) (a) upon any such commencement of a bankruptcy proceeding upon Transferee’s written request thereof, or (b) if not delivered under clause (a), following the rejection of this Agreement by the Company upon written request thereof by Transferee.
U.S. Bankruptcy Code. The parties acknowledge that this Agreement is an “executory contract” as provided in Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “U.S. Bankruptcy Code”) and may contain licenses to “intellectual property,” as provided in Section 365(n) thereof. Each party acknowledges that if it as a debtor in possession or a trustee in bankruptcy in a case under the Bankruptcy Code rejects this Agreement, the other party may elect to retain its rights under this Agreement as provided in Section 365(n) of the U.S. Bankruptcy Code to the fullest extent permitted by law, subject to all of such party’s obligations and restrictions hereunder. Upon written request of one party to the other party or to an applicable bankruptcy trustee, the other party or such bankruptcy trustee shall not interfere with the rights of the requesting party as provided in this Agreement, except as otherwise provided by law or equity.
U.S. Bankruptcy Code. The Parties expressly acknowledge and agree that the subject matter of this Agreement, including the rights licensed to Licensees hereunder, are unique and irreplaceable, and that the loss thereof cannot adequately be remedied by an award of monetary compensation or damages. In the event that this Agreement or the Licenses granted hereunder should ever become subject to United States bankruptcy proceedings, all rights and Licenses granted pursuant to this Agreement are, and shall otherwise be deemed to be, licenses of rights to and respecting “intellectual property” and “embodiment[s]” of “intellectual property” for purposes of Section 365(n) and as defined in Section 101(35A) of the U.S. Bankruptcy Code (11 U.S.C. Section 101 et seq., as amended) (the “Bankruptcy Code”), and to the extent necessary to preserve the rights of each Party hereunder, including the license rights herein granted to such Party, this Section 3 shall be treated as supplementary to this Agreement pursuant to Section 365(n) of the Bankruptcy Code. Licensees, as licensees of such rights, may elect to retain and fully exercise all of its rights and elections under Section 365(n) of the Bankruptcy Code, including their retention of all their rights as licensee hereunder, notwithstanding the rejection of this Agreement by CIT as debtor in possession, or a trustee or similar functionary in bankruptcy acting on behalf of the debtor’s estate. The Parties acknowledge that the licenses granted hereunder are executory contracts subject to the provisions of Section 365 of the Bankruptcy Code.
U.S. Bankruptcy Code. Notwithstanding Clause 8 (Prepayment and Cancellation), upon the actual or deemed entry of an order for relief under the US Bankruptcy Code with respect to any US Additional Obligor, the Facility shall cease to be available to such US Additional Obligor, all Advances outstanding to such US Additional Obligor shall become immediately due and payable.
U.S. Bankruptcy Code. The rights granted herein are and will be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, a grant of rights to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that a reasonable amount of time within which to accept or reject this Agreement is within 90 days after the filing date of any bankruptcy petition.
U.S. Bankruptcy Code. All rights and licenses granted under or pursuant to this Stand-by License Agreement by ABT are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. The parties agree that Pfizer, as licensee of intellectual property under this Stand-by License Agreement or the Pfizer License Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The parties further agree that in the event of a rejection of this Stand-by License Agreement or the Pfizer License Agreement by ABT in any bankruptcy proceeding by or against ABT under the U.S. Bankruptcy Code, (i) Pfizer shall be entitled to receive from the University, to the extent in its possession or control, or otherwise from ABT a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, which, if not already in Pfizer’s possession, shall be promptly delivered to it upon Pfizer’s written request therefore, and (ii) ABT shall not interfere with Pfizer’s rights to intellectual property and all embodiments of intellectual property, and ABT shall assist and not interfere with Pfizer in obtaining intellectual property and all embodiments of intellectual property from the University. The term “embodiments” of intellectual property includes all tangible, intangible, electronic or other embodiments of rights and licenses hereunder, including all compounds and products embodying intellectual property, Licensed Products, filings with Regulatory Authorities and related rights and technology.
U.S. Bankruptcy Code. The Parties agree that, as a licensee of such rights under this Agreement, the other Party (the "Licensee") shall retain and may fully exercise all of their rights and elections under the U.S. Bankruptcy Code, however nothing herein shall be deemed to constitute a present exercise of such rights and elections. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against the other Party (the "Bankrupt Party") under the U.S. Bankruptcy Code, the Licensee shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and same, if not already in its possession, shall be promptly delivered to the Licensee (a) upon any such commencement of a bankruptcy proceeding upon their written request therefore, unless the Bankrupt Party elects to continue to perform all of its obligations under this Agreement, or (b) if not delivered under (a) above, upon rejection of this Agreement by or on behalf of the Bankrupt Party upon written request therefor by the Licensee.
U.S. Bankruptcy Code. Chapter 11 of the United States Bankruptcy Code (11 U.S.C. §§101-1532, as amended. U.S. Base Rate: for any day, a per annum rate equal to the greater of (a) the U.S. Prime Rate for such day; (b) the Federal Funds Rate for such day, plus 0.50%; or (c) LIBOR for a thirty (30) day interest period as of such day, plus 1.0%. U.S. Base Rate Loan: any Loan that bears interest based on the U.S. Base Rate. U.S. Borrower: as defined in the preamble to this Agreement. U.S. Borrowing Base: on any date of determination, an amount equal to the lesser of (a) the Maximum U.S./European Facility Amount minus (x) the Canadian Overadvance Loan Balance, if any, outstanding on such date minus (y) the U.S./European LC Reserve minus (z) the European Revolver Exposure (calculated without duplication of any amounts reserved under the U.S./European LC Reserve) on such date of determination; and (b) (1) the sum of (x) 85% of the Value of Eligible Accounts of the U.S. Borrower; plus (y) the lesser of (i) 70% of the Value of Eligible Inventory of the U.S. Borrower; and (ii) 85% of the NOLV Percentage of the Value of Eligible Inventory of the U.S. Borrower, minus (2) the U.S./European Availability Reserve. U.S. Cash Collateral Account: a demand deposit, money market or other account established by Agent at Bank of America or such other financial institution as Agent may select in its discretion, which account shall be for the benefit of the Secured Parties and shall be subject to Agent’s Liens securing the Obligations.
U.S. Bankruptcy Code. It intends and acknowledges that this Agreement, including all Transactions hereunder, shall constitute a “swap agreement” as defined in 11 U.S.C. §101(53B) as in effect on the date of this Agreement (or any successor provision of similar import).
U.S. Bankruptcy Code. To the extent that the provisions of Section 1110 of Title 11 of the United States Code may at any time be applicable hereto, any right of Lessor to take possession of the Aircraft or any Engine shall not be affected by the power of the courts to enjoin such taking of possession.
