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All costs and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the party incurring such cost or expense. | expenses | Given the provision, provide with the correct label for the given provision |
Executive will receive a lump-sum payment (less applicable withholding taxes) equal to seventy-five percent (75%) of Executive’s annual base salary as in effect immediately prior to Executive’s termination date. | severance payments | Given the provision, provide with the correct label for the given provision |
Nothing herein shall be deemed to prevent an Indemnified Party from making a claim hereunder, and an Indemnified Party may make a claim hereunder, for potential or contingent claims or demands, provided, however, that the notice of such claim shall set forth the basis for any such potential or contingent claim or demand to the extent then reasonably feasible. | indemnification procedures | Given the provision, provide with the correct label for the given provision |
In the absence of such a timely and proper election, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan pursuant to Section 2.02(e) . | continuation options | Given the provision, provide with the correct label for the given provision |
Delivery by telecopier or other electronic method of an executed counterpart of a signature page to this Incremental Amendment shall be effective as delivery of an original executed counterpart of this Incremental Amendment. | counterparts | Given the provision, provide with the correct label for the given provision |
This Third Amendment may be executed in two or more counterparts, each of which shall be deemed an original document, and all of which, together with this writing, shall be deemed one instrument. | counterparts | Given the provision, provide with the correct label for the given provision |
The Administrator need not reimburse any expense or indemnify against any loss, liability or expense incurred by any Indemnified Party through such Indemnified Party’s own willful misconduct, negligence or bad faith, or with respect to the Owner Trustee only, in the case of the inaccuracy of any representation or warranty of the Owner Trustee made in Section 7.03 . | indemnifications | Given the provision, provide with the correct label for the given provision |
THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THE PARTIES. | no oral agreements | Given the provision, provide with the correct label for the given provision |
The Fixed Charge Coverage Ratio of the Borrower and its Subsidiaries, measured on a trailing twelve-month basis for the period ending on the Reporting Date is :1.0, which ☐ satisfies ☐ does not satisfy the requirement set forth in Section 8.2 of the Credit Agreement that the Fixed Charge Coverage Ratio be not less than 1.10 to 1.00 as required during the trailing twelve-month period ending on the Reporting Date. | fixed charge coverage ratio | Given the provision, provide with the correct label for the given provision |
All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. | optional reductions | Given the provision, provide with the correct label for the given provision |
Executive shall be entitled to reimbursement for all reasonable and necessary out-of-pocket business, entertainment and travel expenses incurred by Executive in connection with the performance of Executive's duties hereunder in accordance with the Company's expense reimbursement policies and procedures. | expense reimbursements | Given the provision, provide with the correct label for the given provision |
The Term Loan may only be prepaid in accordance with Sections 2.2(c) and 2.2(d). | repayments | Given the provision, provide with the correct label for the given provision |
For the avoidance of doubt, no Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to this Section 2.4.2(c) . | condemnation or casualty | Given the provision, provide with the correct label for the given provision |
Form or acquire any Subsidiary after the Closing Date, except in accordance with Sections 10.1.9 , 10.2.4 and 10.2.8 . | subsidiaries | Given the provision, provide with the correct label for the given provision |
All unexercised Options shall expire as to all shares of Common Stock underlying the Options on [·], 20[·] (the " Expiration Date "), unless sooner terminated as provided in Section 4 hereof. | term of options | Given the provision, provide with the correct label for the given provision |
Participant’s interest in one-half of the earned TSR Performance Units shall become vested and non-forfeitable on the Award Date and will be paid as soon as practicable thereafter. | vesting | Given the provision, provide with the correct label for the given provision |
The Borrower will at such times and from time to time as shall be reasonably requested by the Collateral Agent, supply a list in form and detail reasonably satisfactory to the Collateral Agent setting forth the amount of the Secured Obligations held by each Secured Party (excluding, so long as ING is both the Collateral Agent and the Revolving Administrative Agent, the Revolving Credit Agreement Obligations) as at a date specified in such request. | information regarding secured parties | Given the provision, provide with the correct label for the given provision |
Maintain, with financially sound and reputable insurance companies, insurance (subject to customary deductibles and retentions) in such amounts and against such risks as are customarily maintained by similarly situated companies engaged in the same or similar businesses operating in the same or similar locations (as determined by the Borrower in good faith), and cause the Collateral Agent to be listed as a co-loss payee on property and casualty policies with respect to tangible personal property and assets constituting Collateral located in the United States of America and as an additional insured on all general liability policies. | insurances | Given the provision, provide with the correct label for the given provision |
The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. | designation of different lending office | Given the provision, provide with the correct label for the given provision |
The Company shall cause its counsel to issue a legal opinion to the Transfer Agent promptly after any of the events described in (i)-(iii) in the preceding sentence if required by the Transfer Agent to effect the removal of the legend hereunder (with a copy to the Holder and its broker). | certificates | Given the provision, provide with the correct label for the given provision |
pdf) of any executed signature page to this Amendment shall constitute effective delivery of such signature page. | counterparts | Given the provision, provide with the correct label for the given provision |
The Borrower agrees to pay to the Agent for the account of each applicable Lender a commitment fee on the aggregate amount of such Lender’s Unused Revolving Credit Commitment (without giving effect to such Lender’s Ratable Share of any outstanding Swingline Loans) from the Closing Date until the Termination Date calculated by multiplying such Lender’s Unused Revolving Credit Commitment by the Applicable Percentage in effect from time to time, payable in arrears monthly on the first day of each calendar month and on the Termination Date; provided , however , that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. | commitment fees | Given the provision, provide with the correct label for the given provision |
For each calendar year ending during the Employment Period, the Executive shall be eligible to receive an annual lump sum cash bonus (the “ Annual Bonus ”) to be based upon Company performance and other criteria for each such calendar year as determined by the Board pursuant to the Company’s annual incentive plan. | annual bonus | Given the provision, provide with the correct label for the given provision |
The Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account (this representation and warranty not limiting the Purchaser’s right to sell the Securities in compliance with applicable federal and state securities laws). | own account | Given the provision, provide with the correct label for the given provision |
Payment of interest on each Class of Secured Notes (and payments of available Interest Proceeds to the Holders of the Subordinated Notes) will be subordinated to the payment of interest on each related Priority Class as provided in Section 11.1 . | payment of principal | Given the provision, provide with the correct label for the given provision |
Seller shall receive a credit for all cash on hand or on deposit in any house bank at the Hotel as of the Cut-Off Time which shall remain on deposit for the benefit of Purchaser. | cash | Given the provision, provide with the correct label for the given provision |
Each Lender agrees for itself that it shall use reasonable efforts in accordance with its customary procedures to hold confidential all non-public information obtained from the Borrower or any Guarantor that has been identified in writing as confidential by any of them, and shall use reasonable efforts in accordance with its customary procedures to not disclose such information to any other Person, it being understood and agreed that, notwithstanding the foregoing, a Lender may make (a) disclosures to its participants (provided such Persons are advised of the provisions of this §18.7), (b) disclosures to its directors, officers, employees, Affiliates, accountants, appraisers, legal counsel and other professional advisors of such Lender (provided that such Persons who are not employees of such Lender are advised of the provision of this §18.7), (c) disclosures customarily provided or reasonably required by any potential or actual bona fide assignee, transferee or participant or their respective directors, officers, employees, Affiliates, accountants, appraisers, legal counsel and other professional advisors in connection with a potential or actual assignment or transfer by such Lender of any Loans or any participations therein (provided such Persons are advised of the provisions of this §18.7), (d) disclosures to bank regulatory authorities or self-regulatory bodies with jurisdiction over such Lender, or (e) disclosures required or requested by any other Governmental Authority or representative thereof or pursuant to legal process; provided that, unless specifically prohibited by Applicable Law or court order, each Lender shall notify the Borrower of any request by any Governmental Authority or representative thereof prior to disclosure (other than any such request in connection with any examination of such Lender by such Governmental Authority) for disclosure of any such non-public information prior to disclosure of such information. | disclosures | Given the provision, provide with the correct label for the given provision |
Any attempted assignment in violation of this Section 12 shall be null and void. | assignments | Given the provision, provide with the correct label for the given provision |
At any time and from time to time, upon not less than 10 Business Days prior Notice by either party, the party receiving such Notice shall furnish to the other a certificate certifying that this Lease is unmodified and in full force and effect (or that this Lease is in full force and effect as modified and setting forth the modifications), the date to which the Rent has been paid, that to its knowledge no Default or an Event of Default by the other party has occurred and is continuing or, if a Default or an Event of Default shall exist, specifying in reasonable detail the nature thereof, and the steps being taken to remedy the same, and such additional information as the requesting party may reasonably request. | estoppel certificates | Given the provision, provide with the correct label for the given provision |
On the Maturity Date, the participations in outstanding Fronted Letters of Credit shall be automatically adjusted to give effect to the revised Applicable Percentages of the respective Lenders. | maturity date for non-extending lenders | Given the provision, provide with the correct label for the given provision |
The Asset Representations Reviewer agrees that, with reasonable advance notice not more than once during any year, it will permit authorized representatives of the Issuer, the Servicer or the Administrator, during the Asset Representations Reviewer’s normal business hours, to examine and review its books of account, records, reports and other documents and materials relating to (a) the performance of its obligations under this Agreement, (b) payments of its fees and expenses for its performance of its obligations under this Agreement and (c) a claim made by it under this Agreement. | inspections of asset representations reviewer | Given the provision, provide with the correct label for the given provision |
All Confidential Information shall remain the exclusive property of the disclosing Party. | ownership of confidential information | Given the provision, provide with the correct label for the given provision |
The rights provided for herein and in the other Loan Documents are cumulative and are not exclusive of any other rights, powers, privileges or remedies provided by law or in equity, or under any other instrument, document or agreement now existing or hereafter arising. | rights not exclusive | Given the provision, provide with the correct label for the given provision |
To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swingline Lender in connection with such capacity. | reimbursement by lenders | Given the provision, provide with the correct label for the given provision |
The Optionee accepts the terms of those documents accordingly. | consent to receive information in english | Given the provision, provide with the correct label for the given provision |
The Administrative Agent shall not be responsible for the negligence or misconduct of any Person appointed by it to act on its behalf, except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of any such Person . | delegation of duties | Given the provision, provide with the correct label for the given provision |
Questions involving eligibility, benefits or the interpretation or operation of the Plan shall be referred to the Board. | boards | Given the provision, provide with the correct label for the given provision |
This governing law election has been made by the parties in reliance (at least in part) on Section 5–1401 of the General Obligations Law of the State of New York, as amended (as and to the extent applicable), and other applicable law. | general provisions | Given the provision, provide with the correct label for the given provision |
For the avoidance of doubt, in the event Holder seeks to obtain an injunction from a court or an arbitrator against Company or specific performance of any provision of any Exchange Document or Transaction Document, such action shall not be a waiver of any right of Holder under any Exchange Document or Transaction Document, at law, or in equity, including without limitation its rights to arbitrate any Claim pursuant to the terms of the Exchange Documents or Transaction Documents, nor shall Holder’s pursuit of an injunction prevent Holder, under the doctrines of claim preclusion, issues preclusion, res judicata or other similar legal doctrines, from pursuing other Claims in the future in a separate arbitration. | specific performance | Given the provision, provide with the correct label for the given provision |
A distribution may not be made to the extent that the Unforeseeable Emergency is or may be relieved through reimbursement or compensation from insurance or otherwise, by liquidation of the Participant's assets (to the extent the liquidation of such assets would not cause severe financial hardship) or by cessation of deferrals under the Plan. | unforeseeable emergency | Given the provision, provide with the correct label for the given provision |
No Obligor has (a) within the period of four months prior to the Restatement Effective Date (or, in the case of any Subsidiary Guarantor, within the period of four months prior to the date it becomes a party hereto pursuant to a Guarantee Assumption Agreement), changed its location (as defined in Section 9-307 of the NYUCC), (b) as of the Restatement Effective Date (or, with respect to any Subsidiary Guarantor, as of the date it becomes a party hereto pursuant to a Guarantee Assumption Agreement), changed its name or (c) as of the Restatement Effective Date (or, with respect to any Subsidiary Guarantor, as of the date it becomes a party hereto pursuant to a Guarantee Assumption Agreement), become a “new debtor” (as defined in Section 9-102(a)(56) of the NYUCC) with respect to a currently effective security agreement previously entered into by any other Person and binding upon such Obligor, in each case except as notified in writing to the Collateral Agent prior to the Restatement Effective Date (or, in the case of any Subsidiary Guarantor, prior to the date it becomes a party hereto pursuant to a Guarantee Assumption Agreement). | changes in circumstances | Given the provision, provide with the correct label for the given provision |
Subject to Section 2.08 , each such prepayment shall be applied to the Term Loan held by the Lenders in accordance with their respective Applicable Percentages. | voluntary prepayments | Given the provision, provide with the correct label for the given provision |
In the event that all or any portion of the Obligations is collected by or through an attorney-at-law, the Borrower shall pay all costs of collection including, but not limited to, reasonable attorney’s fees. | remedies | Given the provision, provide with the correct label for the given provision |
An annual interest rate of five percent (5%) (“ Interest Rate ”) shall accrue. | interests | Given the provision, provide with the correct label for the given provision |
The Borrower shall pay any and all Other Taxes that may be payable with respect to the issuance and delivery of Conversion Shares upon the conversion of any Loan, except to the extent the Other Tax is due because the Lender requests any such shares to be issued in a name other than the Lender’s name (other than due to a name change of Lender), in which case the Lender will pay such Other Tax (and the Borrower shall not be required to issue or deliver any such Conversion Shares unless and until the Lender shall have paid to the Borrower such Other Tax). | taxes | Given the provision, provide with the correct label for the given provision |
In the event of a Change of Control, Borrower shall immediately provide notice of such Change of Control to Administrative Agent and, if within 10 days of receipt of such notice Majority Lenders or Administrative Agent advise Borrower that the Majority Lenders require a prepayment pursuant to this Section 3.03(b)(ii) , Borrower shall prepay the aggregate outstanding principal amount of the Loans in an amount equal to the Redemption Price applicable on the date of such Change of Control and pay any fees payable pursuant to the Fee Letter. | change of control | Given the provision, provide with the correct label for the given provision |
This Agreement and the Employment Agreement or Offer Letter (whichever applies) set forth the entire agreement of the parties with respect to the subject matter hereof, and supersede all prior agreements, whether written or oral. | entire agreements | Given the provision, provide with the correct label for the given provision |
Originator will pay when due any taxes payable in connection with the Receivables, exclusive of taxes on or measured by income or gross receipts of Buyer and its assigns. | taxes | Given the provision, provide with the correct label for the given provision |
If, for any calendar quarter during the Term, the Average Daily Unpaid Balance for such calendar quarter does not equal the Maximum Revolving Advance Amount, then MPA shall pay to Agent, for the ratable benefit of Lenders holding the Revolving Commitments based on their Revolving Commitment Percentages, a fee at a rate equal to the rate per annum set forth in the definition of Applicable Facility Fee on the amount by which the Maximum Revolving Advance Amount exceeds such Average Daily Unpaid Balance (the “ Facility Fee ”). | facility fees | Given the provision, provide with the correct label for the given provision |
Except as otherwise expressly provided in this Agreement, all costs and expenses of Operating the Managed Facility shall be payable out of funds from the Operation of the Managed Facility, or which are otherwise provided by Tenant (or otherwise borne by Services Co in accordance with the Services Co LLC Agreement and the Omnibus Agreement). | general limitations | Given the provision, provide with the correct label for the given provision |
All notices pursuant to any of the provisions hereof shall not be effective until received. | notices | Given the provision, provide with the correct label for the given provision |
The Final Working Drawings shall be approved by Landlord (the "Approved Construction Documents") prior to the commencement of the construction of the Tenant Work. | permits | Given the provision, provide with the correct label for the given provision |
Upon submission of a Notice of Conversion by Investor, the shares covered thereby shall be deemed converted into shares of Common Stock and (ii) the Investor’s rights as an Investor of such converted portion of this Note shall cease and terminate, excepting only the right to receive certificates for such shares of Common Stock and to any remedies provided herein or otherwise available at law or in equity to such Investor because of a failure by the Company to comply with the terms of this Note. | status as shareholders | Given the provision, provide with the correct label for the given provision |
If requested by the Collateral Agent, such Debtor will (i) notify each bank or other financial institution in which it maintains a Deposit Account or other deposit (general or special, time or demand, provisional or final) of the security interest granted to the Collateral Agent hereunder and cause each such bank or other financial institution to acknowledge such notification in writing and (ii) subject to the Intercreditor Agreement, deliver to each such bank or other financial institution a letter, in form and substance acceptable to the Collateral Agent, transferring dominion and control over each such account to the Collateral Agent. | deposit accounts | Given the provision, provide with the correct label for the given provision |
It is understood that no person may be an Investor Nominee unless he or she (x) delivers to the Company an irrevocable resignation letter executed in accordance with paragraph 1(g) hereof and (y) enters into a confidentiality agreement having substantially the same terms as any confidentiality agreement entered into by the previous Investor Nominee. | vacancies | Given the provision, provide with the correct label for the given provision |
Section 6.4 shall not apply. | purchase prices | Given the provision, provide with the correct label for the given provision |
In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, facsimile number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. | change of address | Given the provision, provide with the correct label for the given provision |
IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL OF THE PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. | disclaimers | Given the provision, provide with the correct label for the given provision |
The Board may grant Awards entitling recipients to acquire shares of Common Stock (“Restricted Stock”), subject to the right of the Company to repurchase all or part of such shares at their issue price or other stated or formula price (or to require forfeiture of such shares if issued at no cost) from the recipient in the event that conditions specified by the Board in the applicable Award are not satisfied prior to the end of the applicable restriction period or periods established by the Board for such Award. | general | Given the provision, provide with the correct label for the given provision |
A Participant shall cease to be a Participant when the Participant incurs a Separation from Service, unless such Participant is then entitled to a Severance Benefit. | duration of participation | Given the provision, provide with the correct label for the given provision |
Employee acknowledges that any breach of his obligations under Sections 6 and 7 of this Agreement would cause irreparable harm to the Company, the exact amount of which would be difficult to determine, and that the remedies at law for any such breach would be inadequate. | injunctive relief | Given the provision, provide with the correct label for the given provision |
Subject to the provisions of Section 11.11(a) , (i)(A) no posting to any E-System shall be denied legal effect merely because it is made electronically, (B) each PDF or other digital signature on any such posting shall be deemed sufficient to satisfy any requirement for a “signature” and (C) each such posting shall be deemed sufficient to satisfy any requirement for a “writing”, in each case including pursuant to any Loan Document, any applicable provision of any UCC, the federal Uniform Electronic Transactions Act, the Electronic Signatures in Global and National Commerce Act and any substantive or procedural Requirement of Law governing such subject matter, (ii) each such posting that is not readily capable of bearing either a signature or a reproduction of a signature may be signed, and shall be deemed signed, by attaching to, or logically associating with such posting, a PDF or other digital signature, upon which each Secured Party and Loan Party may rely and assume the authenticity thereof, (iii) each such posting containing a signature, a reproduction of a signature or a PDF or other digital signature shall, for all intents and purposes, have the same effect and weight as a signed paper original and (iv) each party hereto or beneficiary hereto agrees not to contest the validity or enforceability of any posting on any E-System or PDF or other digital signature on any such posting under the provisions of any applicable Requirement of Law requiring certain documents to be in writing or signed; provided , however , that nothing herein shall limit such party’s or beneficiary’s right to contest whether any posting to any E-System or PDF or other digital signature has been altered after transmission. | signatures | Given the provision, provide with the correct label for the given provision |
Unless otherwise expressly provided herein or in any other Loan Document, references to agreements and other contractual instruments, including this Agreement and the other Loan Documents, shall be deemed to include all subsequent amendments thereto, restatements and substitutions thereof and other modifications and supplements thereto which are in effect from time to time, but only to the extent such amendments and other modifications are not prohibited by the terms of any Loan Document. | contracts | Given the provision, provide with the correct label for the given provision |
Every provision of this Agreement is intended to be severable, and, if any term or provision is determined to be illegal, invalid or unenforceable for any reason whatsoever, and cannot be reformed, such illegal, invalid or unenforceable provision shall be deemed severed herefrom and shall not affect the validity, legality or enforceability of the remainder of this Agreement. | severability | Given the provision, provide with the correct label for the given provision |
All Participants and Beneficiaries shall be bound by such amendment. | amendments | Given the provision, provide with the correct label for the given provision |
Unless the Administrative Agent shall have been notified by a Lender or the Borrower prior to the date on which such notifying party is scheduled to make payment to the Administrative Agent (in the case of a Lender) of the proceeds of a Loan or a payment under a Letter of Credit to be made by it hereunder or (in the case of the Borrower) a payment to the Administrative Agent for account of one or more of the Lenders hereunder (such payment being herein called the “ Required Payment ”), which notice shall be effective upon receipt, that it does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) on such date and, if such Lender or the Borrower (as the case may be) has not in fact made the Required Payment to the Administrative Agent, the recipient(s) of such payment shall, on demand, repay to the Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until but excluding the date the Administrative Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to the Federal Funds Rate, and for the Borrower as recipient, will be equal to the Base Rate plus the Applicable Margin. | non-receipt of funds by the administrative agent | Given the provision, provide with the correct label for the given provision |
The Escrow Agent shall not have any interest in the Escrow Property but shall serve as escrow holder only and have only possession thereof. | duties | Given the provision, provide with the correct label for the given provision |
2 shall become effective as of the date upon which the Administrative Agent shall have received counterparts of this Amendment No. | conditions of effectiveness | Given the provision, provide with the correct label for the given provision |
FLIC may terminate Executive’s employment upon his becoming “Totally Disabled,” in which event Executive shall be entitled to receive the compensation and vested benefits due Executive as of the date of Executive’s termination, and Executive shall have no right to receive any other compensation or benefits under this Agreement. | disability | Given the provision, provide with the correct label for the given provision |
Subject to the terms and conditions set forth in this Agreement, not later than 12:00 Noon, New York City time, on the Restatement Effective Date, each applicable Tranche B Term Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Tranche B Term Loan or Tranche B Term Loans to be made by such Lender. | procedure for term loan borrowings | Given the provision, provide with the correct label for the given provision |
Upon the receipt of the signatures of each of the Lenders party to this Amendment, each of the Lenders party hereto shall be deemed to have acknowledged receipt of, and consented to and approved the amendments and modifications to the Loan Documents set forth herein and hereby authorizes and directs the Administrative Agent to execute and deliver this Amendment and any other First Amendment Document to which the Administrative Agent is a party. | consents | Given the provision, provide with the correct label for the given provision |
The Company and Holder agree that each Holder will exchange the Note and the Warrant and will relinquish any and all other rights he may have under the Note or the Warrant in exchange for the New Note, in the form attached hereto as Exhibit A and the New Warrant in the form of Exhibit B , in amounts set forth on Schedule B (collectively, the “Securities”). | terms of the exchange | Given the provision, provide with the correct label for the given provision |
Indemnitee shall cooperate with the person or persons making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person or persons upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. | cooperation | Given the provision, provide with the correct label for the given provision |
Any such written waiver will be effective only with respect to the event or circumstance described therein and not with respect to any other event or circumstance, unless such waiver expressly provides to the contrary. | amendment or waiver | Given the provision, provide with the correct label for the given provision |
There shall be a single arbitrator, chosen in accordance with such rules, who shall be currently licensed to practice law. | dispute resolutions | Given the provision, provide with the correct label for the given provision |
Schedule 3.14 sets forth a description of all insurance maintained by or on behalf of the Loan Parties and their Subsidiaries as of the Effective Date. | insurances | Given the provision, provide with the correct label for the given provision |
Time is of the essence of each provision of this Agreement. | times | Given the provision, provide with the correct label for the given provision |
The Mortgage contains an enforceable provision for the acceleration of the payment of the unpaid principal balance of the Loan in the event that the Mortgaged Property is sold or transferred without the prior written consent of the mortgagee thereunder. | due-on-sale | Given the provision, provide with the correct label for the given provision |
Nothing in this Agreement or elsewhere shall prevent Executive from managing her personal investment and affairs, or from engaging in charitable and community affairs, so long as such activities do not either individually or in the aggregate interfere with the performance of her duties for the Company. | obligations | Given the provision, provide with the correct label for the given provision |
No Loan Party or Loan Party Subsidiary shall take any action to terminate or windup a Canadian Pension Plan that has a "defined benefit provision" as such term is defined in the Income Tax Act (Canada) without prior written consent by the Agent for and on behalf of the Required Lenders , which consent shall not be unreasonably withheld or delayed provided that such termination or wind-up would not give rise to a Material Adverse Effect. | canadian pension plans | Given the provision, provide with the correct label for the given provision |
If any Shelf Registration Statement ceases to be effective under the Securities Act for any reason at any time during the Effectiveness Period, the Company shall use its commercially reasonable efforts to as promptly as is reasonably practicable cause such Shelf Registration Statement to again become effective under the Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness of such Shelf Registration Statement), and shall use its commercially reasonable efforts to as promptly as is reasonably practicable amend such Shelf Registration Statement in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf Registration Statement or file an additional registration statement (a “ Subsequent Shelf Registration Statement ”) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time by the Holders thereof of all securities that are Registrable Securities as of the time of such filing. | subsequent | Given the provision, provide with the correct label for the given provision |
An Option is not subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution. | transferability of options | Given the provision, provide with the correct label for the given provision |
Each of the parties acknowledges that it has been represented by separate legal counsel in connection with this Agreement and the Transactions contemplated hereby. | mutual drafting | Given the provision, provide with the correct label for the given provision |
You acknowledge that, except as expressly provided in this Agreement, you will not receive any additional compensation, severance or benefits after the Separation Date. | other compensation or benefits | Given the provision, provide with the correct label for the given provision |
Executive further understands and acknowledges that Executive has been advised by this writing that: (a) Executive should consult with an attorney prior to executing this Agreement; (b) Executive has 21 days within which to consider this Agreement; (c) Executive has 7 days following Executive’s execution of this Agreement to revoke this Agreement pursuant to written notice to the Chief Executive Officer or General Counsel of the Company; (d) this Agreement shall not be effective until after the revocation period has expired; and (e) nothing in this Agreement prevents or precludes Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties, or costs for doing so, unless specifically authorized by federal law. | acknowledgment of waiver of claims under adea | Given the provision, provide with the correct label for the given provision |
If Executive commits a breach, or threatens to commit a breach, of any of the provisions of Section 5.2, the Company shall have the right and remedy to seek to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed by Executive that the services being rendered hereunder to the Company are of a special, unique and extraordinary character and that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company. | injunctive relief | Given the provision, provide with the correct label for the given provision |
Context:
Exhibit 4.36
DEVELOPMENT AGREEMENT
between
LEO PHARMA A/S of Industriparken 55, DK-2750 Ballerup, Denmark (hereinafter referred to as "LEO") ---
and
GALEN (CHEMICALS) LIMITED of 4 Adelaide Street, Dun Laoghaire, Co. Dublin, Ireland (hereinafter referred to as "GALEN").
Capitalized terms not otherwise defined herein shall have the meanings set forth in Article I of this Agreement.
WHEREAS Bristol-Myers Squibb Company (BMS) has entered into a co-promotion agreement with GALEN regarding Dovonex(R) Product in the Territory (the "Co-promotion Agreement").
WHEREAS GALEN and BMS have entered into an option agreement (the "Option Agreement") in which GALEN has options to acquire all of BMS's rights and to assume BMS's obligations (the "Option") under the agreement dated September 28, 1989 between BMS (as successor to E.R. Squibb & Sons Inc.) and LEO, as amended July 6, 1992 and April 8, 1993 and as of the date hereof and the Product Supply Agreement between Bristol-Myers Squibb Company and LEO dated as of April 8, 1993 (each as may be amended or supplemented by the parties in the future, collectively, the "BMS Agreements"); and
WHEREAS BMS has given up its rights under the BMS Agreements to a pharmaceutical preparation containing both the Compound and Betamethasone Dipropionate in an ointment (the "Combination Product") as of the date hereof; and
WHEREAS LEO has developed and owns proprietary information regarding the Combination Product, and has filed a patent application for the Combination Product; and
WHEREAS GALEN has marketing expertise within the dermatological field; and
WHEREAS LEO and GALEN have entered into a License and Supply Agreement dated as of even date herewith between LEO and GALEN regarding the Combination Product (the "Dovobet(R) Agreement") and subject to the coming into force of that Agreement under its terms, LEO has appointed GALEN as its exclusive distributor in the Territory of the Combination Product expected to be marketed under the trademark Dovobet(R); and
WHEREAS GALEN and LEO have entered into a License and Supply Agreement dated as of even date herewith pursuant to which GALEN will be the exclusive distributor of Dovonex(R) Product in the Territory subsequent to the exercise of the Option by GALEN and the acquisition of BMS's rights and assumption of BMS's obligations under the BMS Agreements by GALEN (the "Dovonex(R) Agreement"); and
WHEREAS GALEN, if the FDA mandates an additional pivotal phase III clinical trial for the Combination Product, will financially support LEO;
NOW THEREFORE the Parties hereby agree as follows:
I - DEFINITIONS
1.1 "AB rated" means, with respect to any Product (as defined in the Dovonex(R) Agreement), a pharmaceutical product which is an AB-rated equivalent to the Product, as defined in the 22nd edition of Approved Drug Products with Therapeutic Equivalence Evaluations issued by the United States Department of Health and Human Services.
1.2 "Action or Proceeding" means any action, suit, proceeding, arbitration or Governmental or Regulatory Authority action, notification, investigation or audit.
1.3 "Affiliate" means, with respect to any Person, any Person which, directly or indirectly, controls, is controlled by, or is under common control with, the specified Person. For purposes of this definition, the term "control" as applied to any Person, means the possession, directly or indirectly, of at least fifty-one per cent (51%) of the power to direct or cause the direction of the management of that Person, whether&sbsp;through ownership of voting securities or otherwise.
1.4 "Agreement" means this Development Agreement between LEO and GALEN.
1.5 "Compound" means the compound Calcipotriene, a vitamin D analogue with the formula C27H4003.
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1.6 "Dovonex(R) Product" means the Compound marketed in the Territory under the trademark Dovonex(R).
1.7 "FDA" means the United States Food and Drug Administration.
1.8 "GALEN Information" means any information (including, but not limited to, technical improvements, financial and marketing information) developed, made and/or generated by GALEN relating to and made as a
result of its work with the Combination Product.
1.9 "Governmental or Regulatory Authority" means any court, tribunal, arbitrator, agency, commission, official or other instrumentality of the United States or any relevant country, state, province, county, city or other political subdivision.
1.10 "IND" means the Investigational New Drug Application, as defined by the United States Federal Food, Drug and Cosmetic Act and applicable regulations promulgated thereunder as amended from time to time, filed in the United States, for the Combination Product.
1.11 "Laws" means all laws, statutes, rules, regulations, ordinances and other pronouncements having the effect of law of any relevant Governmental or Regulatory Authority.
1.12 "LEO Logo Guidelines" means the guidelines for use of the LEO name and the Assyrian Lion logo attached to the Dovobet(R) Agreement.
1.13 "LEO Product Branding" means the Trademark, the LEO name, the Assyrian Lion, the LEO Logo Guidelines, the LEO Product Concept and any domain names or websites related to the Combination Product in the Territory.
1.14 "LEO Product Concept" means the global design concept for packaging and promotional materials related to the Combination Product developed by LEO.
1.15 "Losses" means any and all damages, fines, fees, penalties, deficiencies, losses and expenses (including without limitation interest, court costs, reasonable fees of attorneys, accountants and other experts or other expenses of litigation or other proceedings or of any claim, default or assessment).
1.16 "Master Agreement" means the Master Agreement dated as of even date herewith between LEO and GALEN.
1.17 "NDA" means a New Drug Application filed with the FDA for the Combination Product, requesting permission to place a drug on the market in accordance with 21 C.F.R. Part 314 and all supplements filed pursuant to the requirements of the FDA, including all documents, data and other
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information concerning the Combination Product which are necessary for FDA approval to market a product in the United States.
1.18 "Party" means GALEN or LEO, as the case may be, and "Parties" means GALEN and LEO.
1.19 "Person" means any individual, firm, corporation, partnership, limited liability company, trust, joint venture, Governmental or Regulatory Authority or other entity or organization.
1.20 "Technical Information" means all information in the possession of LEO and/or its Affiliates, and any information transferred from BMS to GALEN, regarding preclinical, chemical-pharmaceutical and clinical data or other scientific information (including specifications, master batch records, analytical methods including validation protocol and the drug master file), or secret know-how about the Combination Product including, but not limited to marketing know-how and show-how or uses for the Combination Product in the possession of LEO regarding the Combination Product necessary for GALEN to fulfil its obligations under the Agreement.
1.21 "Territory" means the fifty (50) states of the United States of America, the District of Columbia, its territories and current possessions.
1.22 "Trademark" means the trademark Dovobet(R) or any other trademark LEO may select for the Combination Product.
II - WORK BY LEO
2.1 LEO has performed any and all preclinical, clinical and other studies necessary to obtain marketing approval for the Combination Product in Europe and has borne all costs and expenses associated therewith. Furthermore, LEO will perform any and all additional studies, required specifically by the FDA and will bear all costs and expenses associated therewith except for the obligation of GALEN described in Article 3.1.
A development plan is attached as Appendix I
2.2 LEO is responsible for obtaining approval of the NDA in the United States.
III - OBLIGATIONS OF GALEN
3.1 If the FDA mandates that a second pivotal phase III clinical trial for the Combination Product is required for registration in the United States, GALEN agrees to pay 50% of the reasonable costs for
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said study, such costs to be invoiced by LEO on a quarterly basis. The payments are non-refundable.
3.2 GALEN will provide reasonable assistance to LEO in its endeavours to obtain approval of the NDA in the United States.
3.3 Within thirty (30) days after the date hereof, GALEN will pay to LEO US$5,000,000 (five million United States dollars) to reimburse LEO for a portion of the actual development costs that have been incurred by LEO. This payment is non-refundable.
IV - INDEMNIFICATION
4.1 LEO shall indemnify and hold GALEN and its agents, directors, officers and employees and representatives harmless from and against any and all Losses which they may at any time incur by reason of any Action or Proceeding brought by any Governmental or Regulatory Authority or other third party against GALEN arising out of or resulting from (a) any misrepresentation, breach of warranty or non-fulfilment of or failure to perform any agreement or covenant made by LEO in this Agreement, (b) the use of the Combination Product in any clinical trial, or (c) any other negligent act or omission of LEO.
4.2 GALEN shall indemnify and hold LEO and its agents, directors, officers and employees and representatives harmless from and against any and all Losses which they may at any time incur by reason of any Action or Proceeding brought by any Governmental or Regulatory Authority or other third party against LEO arising out of or resulting from (a) any misrepresentation, breach of warranty or non-fulfilment of or failure to perform any agreement or covenant made by GALEN in this Agreement, or (b) any other negligent act or omission of GALEN.
4.3 The obligation of the Parties in this Article IV shall survive the expiration or earlier termination of this Agreement to the extent permitted by applicable Law.
4.4 In any case under this Article IV, where GALEN or LEO is to indemnify the other, the control of the defence of any Action or Proceeding and negotiations for settlement and compromise thereof, shall repose with the indemnifying Party, except that nothing in this paragraph shall be construed to relieve either Party hereto of the obligation to give the other all reasonable co-operation, assistance and authority necessary to permit full and complete defence of any Action or Proceeding; provided, however, that no Party will settle any of such claims without consent of the other Party; however, such consent shall not be unreasonably withheld. Both Parties shall, if desired, be allowed to participate, at their own expense, directly or through a representative e.g. their product liability insurers, in any Action or Proceeding.
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V - CONFIDENTIALITY
5.1 All Technical Information disclosed to GALEN and all GALEN Information disclosed to LEO shall be considered confidential regardless of designation, and shall not be disclosed by the receiving Party to any third party or used outside the scope of this Agreement without the prior written consent of the disclosing Party except to a duly authorised Governmental or Regulatory Authority in connection with the registration or regulation of the Combination Product or if otherwise required by Law. In the event that a Party is asked to disclose any confidential information to a Governmental or Regulatory Authority, such Party will - if possible - notify the nondisclosing Party sufficiently prior to making such disclosure so as to allow the nondisclosing Party adequate time to take whatever action it may deem to be appropriate to protect the confidentiality of the information. The obligation not to disclose Technical Information and GALEN Information shall not apply to (a) any information that it now or later becomes publicly available through no fault of the receiver, its officers, employees or agents; (b) any information that the receiver obtains from a third party not under a confidentiality obligation to the discloser with respect to such information; (c) any information that the receiver already has in its possession as indicated in its written records; and (d) any information that is independently developed or created by the receiver.
5.2 Each Party shall keep the terms of this Agreement confidential and shall not disclose the same&bbsp;to any third party other than (i) by agreement of the Parties hereto, or (ii) as required by Law or stock exchange regulation or an order of a competent Governmental or Regulatory Authority; provided that prior to disclosure pursuant to (ii) above, the disclosing Party shall - if possible - notify the nondisclosing Party sufficiently prior to making such disclosure so as to allow the nondisclosing Party adequate time to take whatever action it may deem to be appropriate to protect the confidentiality of the information.
5.3 Neither Party shall make any press release or other public announcement or other disclosure to third Parties relating to this Agreement without the prior consent of the other Party, which consent shall not be unreasonably withheld, except where required by applicable Law; provided that prior to disclosure, the disclosing Party shall notify the nondisclosing Party sufficiently prior to making such disclosure so as to allow the nondisclosing Party adequate time to take whatever action it may deem to be appropriate to protect the confidentiality of the information.
5.4 This Article V shall survive the termination of this Agreement for a period of ten (10) years, provided, however, that following the termination of this Agreement LEO shall be free to use all data, information or other confidential information relating to the Combination Product and following termination of this Agreement, GALEN shall be free to use all GALEN Information.
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VI - COMPLIANCE WITH LAWS
Both LEO and GALEN shall observe all applicable Laws in effect in fulfilling their obligations under this Agreement.
VII - TERM AND TERMINATION - CONSEQUENCES OF TERMINATION
7.1 This Agreement will be effective when signed by both Parties provided that the Co-promotion Agreement and the Option Agreement have been signed and have come into force and provided also that said agreements do not prohibit GALEN from entering into the Dovonex(R) Agreement and the Dovobet(R) Agreement.
7.2 This Agreement shall terminate if (a) the Dovonex(R) Agreement is terminated by LEO pursuant to Articles 15.4, 15.7 or 15.8 thereof or (b) the Dovonex(R) Agreement is terminated by LEO pursuant to Article 15.2 thereof in the event that GALEN has not exercised the Option for reasons not including that (i) the aggregate turnover of the Products in the U.S. during the period 1 July 2004 - 30 June 2005, as measured by IMSHealth, is equal to or less than US$50,000,000 (fifty million dollars) or (ii) on or prior to August 1, 2005 a generic product that is AB rated to any Product (as defined in the Dovonex(R) Agreement) is approved by the FDA and has become commercially available, provided, for purposes of this subclause (ii), that GALEN has not provided assistance to the holder of the registration for the AB rated product to obtain such registration, or (c) the Dovobet(R) Agreement comes into force and GALEN has fulfilled its obligations under this Agreement, unless prior terminated in accordance with any of the provisions hereof.
7.3 In the event that one of the Parties hereto materially defaults or breaches any of the provisions of this Agreement, the other Party shall have the right to terminate this Agreement upon sixty (60) days' written notice, provided, however, that if the Party in default, within the sixty day period referred to, remedies the said default or breach, the Agreement shall continue in full force and effect.
7.4 In the event of termination of this Agreement under the provisions of this Article VII GALEN shall not be relieved of the duty and obligations to pay in full, any payments due and unpaid at the effective date of such termination. In such event GALEN shall:
(a) return any and all Technical Information and any other information relating to the Combination Product provided to GALEN and shall make no further use thereof;
(b) cease to make use of the Trademark, the other LEO Product Branding and all other information related to the Combination Product, and all rights in the Trademark, the other
7
LEO Product Branding and all other information relating to the Combination Product will promptly revert to LEO and be transferred to LEO;
(c) if GALEN is then the owner of any patents specifically related to the Combination Product, GALEN shall transfer such ownership to LEO, except for LEO being in breach in which case GALEN will sell said patents and LEO will purchase said patents at a price equal to the expenses GALEN has borne in relation to developing, establishing and maintaining said patent rights;
(d) if GALEN is then the owner of any patents, which in part relates to the Combination Product then LEO, its Affiliates and partners shall have a royalty free license to such patents for the term of the patents;
(e) if GALEN is then the owner of any data related to the Combination Product, including, but not limited to, any data related to any study performed under this Agreement such data shall be transferred to LEO. At such time, LEO shall have the right, but not the obligation, to have assigned to LEO any third party clinical agreement then pending;
(f) GALEN shall transfer the NDA, the IND and any other relevant registrations related to the Combination Product held by GALEN, if any, to LEO or its designee.
In the event that LEO terminates this Agreement pursuant to Article 7.3 or Article 7.2(a) or (b), the transfers required under Article 7.4 (a), (b), (c), (e) and (f) shall be made free of charge to LEO. Otherwise, the costs of transfers shall be split evenly between the parties.
VIII - ASSIGNABILITY
This Agreement shall be binding upon, and shall inure to the benefit of successors of the Parties hereto, or to any assignee of all of the goodwill and entire business assets of a Party hereto relating to pharmaceuticals, but shall not otherwise be assignable without the prior written consent of the other Party.
For the avoidance of doubt, LEO agrees and acknowledges that GALEN may perform any or all of its obligations under this agreement through its U.S. Affiliates, Warner Chilcott, Inc..
IX - AMENDMENT OF AGREEMENT; WAIVER; SEVERABILITY
9.1 This Agreement shall not be changed or modified orally.
9.2 Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument
8
duly executed by or on behalf of the Party waiving such term or condition. No waiver by either Party of any term or condition of this Agreement, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of this Agreement on any future occasion. All remedies, either under this Agreement or by Law or otherwise afforded, will be cumulative and not alternative.
9.3 If any provision of this Agreement is held to be illegal, invalid or unenforceable under any applicable present or future Law, and if the rights or obligations of any Party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, the Parties will add as a part of this Agreement, a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
X - STATUS OF PRIOR AGREEMENTS
This Agreement together with the Master Agreement, the Dovonex(R) Agreement and the Dovobet(R) Agreement constitute the entire agreement between the Parties hereto with respect to the subject matter and supersede all previous agreements, whether written or oral.
XI - FORCE MAJEURE
The occurrence of an event which materially interferes with the ability of a Party to perform its obligations or duties hereunder which is not within the reasonable control of the Party affected, not due to malfeasance, and which could not with the exercise of due diligence have been avoided ("Force Majeure") including, but not limited to, fire, accident, labour difficulty, strike, riot, civil commotion, act of God, delay or errors by shipping companies or change in Law shall not excuse such Party from the performance of its obligations or duties under this Agreement, but shall merely suspend such performance during the continuation of Force Majeure. The Party prevented from performing its obligations or duties because of Force Majeure shall promptly notify the other Party hereto (the "Other Party") of the occurrence and particulars of such Force Majeure and shall provide the Other Party, from time to time, with its best estimate of the duration of such Force Majeure and with notice of the termination thereof. The Party so affected shall use its best efforts to avoid or remove such causes of non-performance. Upon termination of Force Majeure, the performance of any suspended obligation or duty shall promptly recommence. Neither Party shall be liable to the Other Party for any direct, indirect, consequential, incidental, special, punitive or exemplary damages arising out of or relating to the
9
suspension or termination of any of its obligations or duties under this Agreement by reason of the occurrence of Force Majeure. In the event that Force Majeure has occurred and is continuing for a period of at least six (6) months, the Other Party shall have the right to terminate this Agreement upon thirty (30) days' notice.
XII - PARTNERSHIP/AGENCY; THIRD PARTIES
12.1 None of the provisions of this Agreement shall be deemed to constitute the relationship of partnership or agency between the Parties, and neither Party shall have any authority to bind the other Party in any way except as provided in this Agreement.
12.2 The Parties agree that no third party which is not a Party to this Agreement is intended to benefit from or shall have any right to enforce any provision of this Agreement.
XIII - GOVERNING LAW
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES OF SUCH STATE OTHER THAN SECTIONS 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW.
Each Party irrevocably submits to the exclusive jurisdiction of (a) the Supreme Court of the State of New York, New York County, and (b) the United States District Court for the Southern District of New York, for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby or thereby. Each Party agrees to commence any such action, suit or proceeding either in the United States District Court for the Southern District of New York or if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in the Supreme Court of the State of New York, New York County. Each Party further agrees that service of any process, summons, notice or document by registered mail to such Party's respective address set forth above shall be effective service of process for any action, suit or proceeding in New York with respect to any matters to which it has submitted to jurisdiction in this Article XIII. Each Party irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby and thereby in (i) the Supreme Court of the State of New York, New York County or (ii) the United States District Court for the Southern District of New York, and hereby and thereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.
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Each Party hereto hereby waives to the fullest extent permitted by applicable Law, any right it may have to a trial by jury in respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement.
XIV - NOTICES
Any notice hereunder shall be deemed to be sufficiently given if sent by registered mail or by fax followed by mail to:
In the case of GALEN:
GALEN (CHEMICALS) LIMITED 4 Adelaide Street Dun Laoghaire, Co. Dublin Ireland
Fax: + 353 1 214 8477
With a copy to:
Galen Holdings PLC Att. Chief Executive Officer 100 Enterprise Drive, Suite 280 Rockaway, New Jersey 07866 USA
Fax: + 1 973 442 3362
In the case of LEO:
LEO PHARMA A/S
Att. CEO, President Industriparken 55 DK-2750 Ballerup Denmark
Fax: + 45 44 64 15 80
or such other address as the receiver shall have last furnished to the sender.
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IN WITNESS WHEREOF the Parties hereto have caused this Agreement to be duly executed in duplicate by their authorised officers as of the date last below written.
Rockaway, April ____, 2003 Ballerup, April ____, 2003
GALEN (CHEMICALS) LIMITED LEO Pharma A/S
------------------------------ ---------------------------- Name: Roger M. Boissonneault Name: Title: Director Title:
Question:
Highlight the parts (if any) of this contract related to "Parties" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract | GALEN | Given the context, answer the question that follows |
Seller and Buyer hereby consent and submit to the jurisdiction of any state court located within the County of Maricopa or federal court located within the State of Arizona. | governing laws | Given the provision, provide with the correct label for the given provision |
The Transferee further agrees to provide the Requisite Documentation and any other information or documentation as Transferor or the Company may reasonably request to ensure the transfer is compliant with the Jones Act or other applicable law. | representations | Given the provision, provide with the correct label for the given provision |
The legal persons for whom such personal data are intended are the Company and any third party providing services to the Company in connection with the administration of the Plan. | personal data | Given the provision, provide with the correct label for the given provision |
The Servicer shall also pay all fees and disbursements of the Indenture Trustee (in accordance with Section 6.7 of the Indenture), Owner Trustee (in accordance with Section 8.1 of the Trust Agreement) and Administrator and organizational expenses of the Issuer. | servicer expenses | Given the provision, provide with the correct label for the given provision |
The Issuer and the Purchaser agree to prepare their respective U.S. federal income tax returns, including statements and reports related thereto, as the case may be, in a manner consistent with the foregoing agreement, to the extent such returns, statements and reports are required to be filed. | allocation of purchase price | Given the provision, provide with the correct label for the given provision |
The rights of the Administrative Agent, each Lender and each Issuing Bank under this Section 8.08 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender and the Issuing Bank may have. | right of set-off | Given the provision, provide with the correct label for the given provision |
During the Term of this Agreement and any time thereafter, Executive shall not disclose, shall retain in strictest confidence, and shall not use for Executive’s direct or indirect benefit, or the direct or indirect benefit of any person not a party to this Agreement, any Confidential Information (as defined below), without the Company’s written consent, unless and to the extent that the Confidential Information is or becomes generally known to and available for use by the public other than as a result of Executive’s fault. | non-disclosure | Given the provision, provide with the correct label for the given provision |
In the event that the Special Limited Partner receives any payment or distribution of any kind or character with respect to the Subordinated Obligations, whether in cash, property or securities, after any payment of any of the Obligations that is subsequently avoided, rescinded or must otherwise be restored or returned by Agent or the Lenders as described in the preceding sentence, the Special Limited Partner shall promptly pay over such payment or distribution to, and for the account of, Agent (for the benefit of the Lenders). | revival | Given the provision, provide with the correct label for the given provision |
Any notice, request, consent, claim, demand, approval, waiver or other communication hereunder to Permitted Transferee shall be delivered or sent to Permitted Transferee at the address set forth on the signature page hereto in accordance with Section 7.1 of the Tax Receivable Agreement. | notices | Given the provision, provide with the correct label for the given provision |
If, in any jurisdiction, any term or provision hereof is determined to be invalid or unenforceable, (a) the remaining terms and provisions hereof shall be unimpaired, (b) any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such term or provision in any other jurisdiction, and (c) the invalid or unenforceable term or provision shall, for purposes of such jurisdiction, be deemed replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. | severability | Given the provision, provide with the correct label for the given provision |
Tenant shall, however, have the right to request changes in the Approved Working Drawings from time to time, and Landlord shall within three (3) business days after each such request, either approve such requested changes or reasonably disapprove such changes and deliver to Tenant written notice of the specific, reasonable modifications to Tenant’s proposed changes that Landlord requires for its reasonable approval. | permits | Given the provision, provide with the correct label for the given provision |
The date, amount, interest rate, Type and duration of Interest Periods (if applicable) of each Loan made by each Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by such Lender on its books and such entries shall be binding on the Borrower absent manifest error; provided , however, that (i) the failure of a Lender to make any such record shall not affect the obligations of the Borrower under any of the Loan Documents and (ii) if there is a discrepancy between such records of a Lender and the statements of accounts maintained by the Administrative Agent pursuant to Section 3.8., in the absence of manifest error, the statements of account maintained by the Administrative Agent pursuant to Section 3.8. shall be controlling. | records | Given the provision, provide with the correct label for the given provision |
Consultant acknowledges that he will be given access to confidential and proprietary information of the business of the Company. | non-disclosure | Given the provision, provide with the correct label for the given provision |