After the Effective Date Sample Clauses

After the Effective Date. The Committee shall establish procedures for the receipt of notices that a dispute exists concerning the Agreement and review of such disputes, pursuant to Section XIV of the Agreement. Members may engage with Allergan, Settling States, and Participating Subdivisions attempting to resolve any dispute without further action by the Committee. The Committee may request additional information from Allergan, Settling States, and Participating Subdivisions to the extent the Committee believes such information is necessary to understand, resolve, or provide advice related to a dispute. The Committee shall endeavor to provide advice relative to the dispute no later than 60 days after receipt of notice.
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After the Effective Date. Reinsurer agrees to provide the following services on behalf of and in the name of the Ceding Company at its own expense:
After the Effective Date the Corporation shall employ the Executive to, and the Executive shall, exercise such authority and perform such executive duties as are commensurate with the authority being exercised and performed by the Executive during the ninety-day period immediately prior to the Effective Date, which services shall be performed at the location where the Executive was employed immediately prior to the Effective Date. The Executive shall also continue to serve as a member of the Board of Directors of the Corporation, if serving as such as of the Effective Date. The Executive shall devote substantially his entire time during reasonable business hours (reasonable sick leave and vacations excepted) and reasonable best efforts to fulfill faithfully and responsibly his duties hereunder. During the period of employment after the Effective Date, it shall not be a violation of this Agreement for the Executive to serve on corporate, civic or charitable boards or committees, or be involved in civic, charitable or educational endeavors, or manage personal investments, so long as such activities do not significantly interfere with the performance of Executive’s responsibilities as an employee of the Corporation hereunder. It is expressly agreed and understood that to the extent any such activities were conducted by the Executive prior to the Effective Date, the continued conduct of such or similar activities subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Corporation.
After the Effective Date. The El Paso Settling Parties, at the sole and absolute discretion of the Designated Representative, may if El Paso Corporation is then Investment Grade prepay the Deferred Payments in full at any time after the Effective Date, but before the second anniversary of the Effective Date, by paying the Discounted Amount then due. The El Paso Settling Parties may, if El Paso Corporation is not then Investment Grade, prepay the Deferred Payments at any time after the Effective Date, but before the second anniversary of the Effective Date, by prepaying the full Discounted Amount then due, or any lesser desired amount. Prepayments made after the Effective Date shall be without premium; provided, however, that if one or more Monetizations have been completed prior to the date of prepayment, then the Deferred Payment payoff with respect to such Monetizations shall equal one hundred two percent (102%) of the Monetization Amount reduced by all principal payments made in respect thereof as of the prepayment date. If El Paso Corporation becomes Investment Grade within forty-five (45) days after prepaying the Deferred Payments after the Effective Date, then the El Paso Settling Parties shall, within ten (10) Business Days after the Investment Grade upgrade, make an additional payment to the Settlement Fund in immediately available funds in an amount equal to the difference at the time of prepayment between (i) the Investment Grade Discounted Amount and the Non-Investment Grade Discounted Amount, if paid in full, and (ii) the prorated Investment Grade Discounted Amount and the prorated Non-Investment Grade Discounted Amount, if paid in part, in each case less any prepayment premium paid by El Paso in connection with payoff of a Monetization. If El Paso Corporation becomes Investment Grade following a merger or acquisition announcement with respect to El Paso Corporation within one hundred twenty (120) days after prepaying the Deferred Payments after the Effective Date, and the merger or acquisition transaction has directly resulted in the upgrade to Investment Grade, then the El Paso Settling Parties shall, within ten (10) Business Days after closing of the announced merger or acquisition, make an additional payment to the Settlement Fund in immediately available funds in an amount equal to the difference at the time of prepayment between (y) the Investment Grade Discounted Amount and the Non-Investment Grade Discounted Amount, if paid in full, and (z) the prorated Investme...
After the Effective Date. If Entasis Controls any Patent, Know-How or other intellectual property right after the Effective Date through a license from a Third Party (“Third Party IP”) that would be included in the definition of Licensed Technology, then Entasis shall promptly inform Zai of the terms of such license and such Third Party IP, and Zai shall inform Entasis within [*] after receipt of such notice whether Zai wishes to include such Third Party IP in the Licensed Technology. If Zai so elects, then such Third Party IP will be included in the Licensed Technology, and (i) if such Third Party IP [*], then Zai shall reimburse Entasis for [*] of the [*] payable by Entasis to such Third Party directly as a result of the Development, Manufacture, and Commercialization of Licensed Products by or on behalf of Zai in the Territory and (ii) for all other Third Party IP, then Zai shall reimburse Entasis for [*] of the [*] payable by Entasis to such Third Party directly as a result of the Development, Manufacture, and Commercialization of Licensed Products by or on behalf of Zai in the Territory; provided that, [*]. For any payment that is due to such Third Party partially due to the Development, Manufacture, and Commercialization of Licensed Products by or on behalf of Zai in the Territory (e.g., sales-based milestones), the Parties shall negotiate and agree in good faith on an allocation for which Zai shall reimburse Entasis. [ ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
After the Effective Date. Seller agrees not to permit or consent to any new leases, amendments, extensions, renewals (other than pursuant to tenant renewal options, if any), assignments of Leases or subleases without first submitting them to Purchaser for Purchaser's approval, which approval Purchaser agrees not to unreasonably withhold or delay. Purchaser will have five (5) business days to notify Seller of its disapproval of such leases, amendments, extensions, renewals, assignments or subleases, and in the event that Purchaser does not so notify Seller, the leases, amendments, extensions, renewals, assignments or subleases, as the case may be, will be deemed approved. Notwithstanding the foregoing, Seller may continue its ongoing operations with respect to seasonal cart and kiosk rentals and promotions without Purchaser's approval.
After the Effective Date and before Supplier delivers the train-the-trainer courses to Lucent, Supplier acknowledges that Lucent may not be prepared to provide any requested training to Lucent's customers. Therefore, Supplier will assist Lucent in providing customer training until the delivery of the first train-the-trainer course referenced in Section 2.6.1 above. The Parties agree that if Supplier considers the amount of training support it provides pursuant to this Section 2.6.2 to be excessive, the Parties will review the training schedule and mutually agree to terms and conditions under which further training support will be provided to satisfy any remaining obligations of this Section 2.6.2.
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After the Effective Date. With respect to third party patent or copyright infringement claims or trade secret misappropriation claims regarding the Products as they are sold after the Effective Date, Purchaser and Seller shall jointly defend such action but only to the extent that such claim involves Assigned IP or Licensed IP (as such terms are defined in the Stock Contribution Agreement and the IP License Agreement). If a third party patent or copyright infringement claim or trade secret misappropriation claim is made against Seller for a new product design that is developed after the Effective Date, Purchaser shall be responsible for the settlement amount of any such claim (provided that prior written approval is obtained) or the resulting liability of any such claim only to the extent such claim results from a product design sold by the Business (as defined in the Stock Contribution Agreement) as of the Effective Date, Assigned IP or Licensed IP, while Seller shall be responsible for the settlement amount of any such claim (provided that prior written approval is obtained) or the resulting liability of any such claim only to the extent that it is caused by the product design introduced by Seller after the Effective Date irrespective of whether such product design is covered by Assigned IP or Licensed IP. To the extent there is a dispute regarding the allocation of the parties’ liabilities under this subsection, the parties shall negotiate in good faith what the allocation of liability should be. If the parties are unable to agree even after good faith negotiations, the parties shall submit the issue to arbitration pursuant to the terms pursuant to the arbitration procedures set forth in Section 19 and Exhibit A hereto. In the event that either party submits the matter to arbitration both parties shall cooperate in such binding arbitration in accordance with Exhibit A.
After the Effective Date. Subject to the provisions of Article 7 below, COMPANY shall reimburse EMORY for all reasonably and actually incurred external out-of- pocket fees, costs and expenses paid by EMORY after the Effective Date, during the Term of this Agreement, in filing, prosecuting, and maintaining the Licensed Patents in the Licensed Territory. COMPANY shall reimburse EMORY within sixty (60) days after EMORY, from time to time, notifies COMPANY in writing of the amount of such fees, costs, and expenses paid by EMORY and provides COMPANY with copies of any and all invoices, with backup supporting documentation.
After the Effective Date. Subject to at least two Business Days' prior written notice to Administrative Secured Party of its intention to do so (unless otherwise agreed by the Administrative Secured Party after consultation with EFC), CompuCom may effect a change in the RPA Interest Percentage and the CompuCom Interest Percentage, for purposes of this Agreement, by delivering to Administrative Secured Party an Ownership Certification, dated as of a Business Day subsequent to expiration of such notice period, therein certifying the RPA Interest Percentage and the CompuCom Interest Percentage, respectively, as of such day. Provided that no Event of Default is then in existence and PROVIDED FURTHER, that any such change in the CompuCom Interest Percentage and the RPA Interest Percentage to be effected thereby does not create an Event of Default, such Ownership Certification shall become effective as of the day in the future specified therein (which shall be on or after the beginning of the third Business Day following the Business Day of Administrative Secured Party's receipt of the foregoing notice), whereupon the RPA Interest Percentage and the CompuCom Interest Percentage each shall be deemed to be as specified therein, and Administrative Secured Party shall be entitled to rely thereon in connection with its administration of this Agreement until such time, if any, as any subsequent Ownership Certification is actually delivered to Administrative Secured Party and becomes effective as provided in this paragraph 2.2(b).
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