Xxxxx Engineering Waiver Sample Clauses

Xxxxx Engineering Waiver. Xxxxx Engineering Ltd. (“GEL”) shall have executed an agreement, in form and substance satisfactory to the parties hereto, pursuant to which GEL irrevocably agrees to waive (i) its right to receive any payment from Parent under that certain Engagement Agreement, dated April 12, 2002, by and among Parent and GEL (the “Engagement Agreement”), in the event GEL elects to terminate the Engagement Agreement during the six month period immediately following Closing and (ii) any payment from Parent or its affiliates otherwise related to any change in control or potential change in control in connection with the Mergers or the transactions contemplated hereby.
Sample 1
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Xxxxx Engineering Waiver. GEL shall have executed an agreement, in form and substance satisfactory to the parties hereto, pursuant to which GEL irrevocably agrees to waive (i) its right to receive any payment from Parent under the Engagement Agreement in the event GEL elects to terminate the Engagement Agreement during the six month period immediately following Closing and (ii) any payment from Parent or its affiliates otherwise related to any change in control or potential change in control in connection with the Mergers or the transactions contemplated hereby.
Sample 1

Related to Xxxxx Engineering Waiver

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  • Amendment, Etc. of Material Contracts Cancel or terminate any Material Contract or consent to or accept any cancellation or termination thereof, amend or otherwise modify any Material Contract or give any consent, waiver or approval thereunder, waive any default under or breach of any Material Contract, agree in any manner to any other amendment, modification or change of any term or condition of any Material Contract or take any other action in connection with any Material Contract that would impair in any material respect the value of the interest or rights of any Loan Party thereunder or that would impair or otherwise adversely affect in any material respect the interest or rights, if any, of any Agent or any Lender Party, or permit any of its Subsidiaries to do any of the foregoing, in each case in a manner that could reasonably be expected to have a Material Adverse Effect, in each case taking into account the effect of any agreements that supplement or serve to substitute for, in whole or in part, such Material Contract.

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  • Engineering Reports 45 Section 8.08

  • Manufacturing Agreement Each of the Sellers (as applicable) shall have executed and delivered to the Buyer the Manufacturing Agreement with respect to the portion of the Business conducted at the applicable Facility.

  • Manufacturing Technology Transfer With respect to each Technology Transfer Product, upon AbbVie’s written request after the Inclusion Date for the Included Target to which such Technology Transfer Product is Directed, Morphic shall effect a full transfer to AbbVie or its designee (which designee may be an Affiliate or a Third Party manufacturer) of all Morphic Know-How and Joint Know-How relating to the then-current process for the Manufacture of such Technology Transfer Product (the “Manufacturing Process”) and to implement the Manufacturing Process at facilities designated by AbbVie (such transfer and implementation, as more fully described in this Section 5.3, the “Manufacturing Technology Transfer”). To assist with the Manufacturing Technology Transfer, Morphic will make its personnel reasonably available to AbbVie during normal business hours for up to [***] FTE hours with respect to each Included Target (in each case, free of charge to AbbVie) to transfer and implement the Manufacturing Process under this Section 5.3. Thereafter, if requested by AbbVie, Morphic shall continue to perform such obligations; provided, that AbbVie will reimburse Morphic for its full-time equivalent (FTE) costs (for clarity, in excess of [***] FTE hours) and any reasonable and verifiable out-of-pocket costs incurred in providing such assistance. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.

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