As of the Effective Date. (a) Zymeworks has not received any written notice of any threatened claims or litigation seeking to invalidate or otherwise challenge the Zymeworks Patent Rights or Zymeworks’ rights therein; and (b) Zymeworks is not aware of any pending or threatened action, suit, proceeding or claim by a Third Party asserting that Zymeworks is infringing or has misappropriated or otherwise is violating any patent, trade secret or other proprietary right of any Third Party as would reasonably be expected to result in a material adverse effect upon the ability of Zymeworks to fulfill any of its obligations under this Agreement;
As of the Effective Date. Section 1.1 of the Original Agreement shall be deleted in its entirety and the following shall be inserted in its place and stead:
As of the Effective Date. Section 8.1 of the Credit Agreement is hereby amended by deleting subsection (p) in its entirety and replacing it with the following:
As of the Effective Date. A. The reference in the Table of Contents to Schedule G, Part II to “Daily Settlement Report” is deleted and “Weekly Settlement Report” is substituted therefor.
B. Section 1.1, Definitions. is amended as follows:
a. The following new definition is added to this Section:
As of the Effective Date. (a) NBDC Bank shall be merged into Xxxxx Bank and be continued in the Resulting Institution.
(b) In accordance with Sections 1606 of the Banking Code of 1965 of the Commonwealth of Pennsylvania, and Section 336 of the Associations Code of the Commonwealth of Pennsylvania, all of the property, assets and rights of every kind and character of NBDC Bank (including, without limitation, all real, personal or mixed property, all debts due on accounts, all other choses in action and all and every other interest of or belonging to or due NBDC Bank, whether tangible or intangible) shall be transferred to and vest in Xxxxx Bank, and Xxxxx Bank shall succeed to all the rights, privileges, immunities, powers, purposes and franchises of a public and private nature (including all trust and fiduciary properties, powers and rights) of NBDC Bank, all without conveyance, assignment or further act or deed; and Xxxxx Bank shall become responsible for all of the liabilities, duties and obligations of every kind and description (including duties as trustee or fiduciary) of NBDC Bank as of the Effective Date.
(c) The Resulting Institution shall be liable for all liabilities of every kind and description, including liabilities arising out of the operation of a trust department, of each of the Merging Banks existing immediately prior to the Effective Date, to the extent provided by law.
As of the Effective Date. The first WHEREAS clause of the Agreement is deleted and replaced in its entirety with the following clause: “WHEREAS, Manufacturer intends to manufacture and sell different types of tank railcars meeting the Product Specifications (the “Products”);”;
As of the Effective Date. Defendants shall cease reporting negative information regarding the Loan to the major credit reporting agencies (the “CRAs”). Plaintiff acknowledges that the Defendants have no obligation to delete or otherwise alter past reporting to CRAs. Defendants are not responsible for actions taken by the CRAs or the CRAs failure to timely or accurately report information regarding the Loan. Plaintiff expressly acknowledges that the Defendants do not own or control the CRAs (which are separate entities) and is not responsible for what actions or inactions they take regarding the Loan. Plaintiff agrees that it is Plaintiff’s responsibility to contact the CRAs to verify that they have accurately reported credit information regarding the Loan and that no cause of action can or will be stated, including any for breach of this Agreement, against Defendants in the event any CRA fails to accurately report Plaintiff’s credit history. Plaintiff expressly acknowledges that he understands the limitations of Defendants in this regard, and that any action, inaction, omission and/or error by the CRAs is not and shall not be attributable to Defendants in any way.
As of the Effective Date the Developer shall conduct an extensive analysis of the Public Facilities available to serve the Project. In the event that the Existing Zoning and/or the Comprehensive Plan require the Developer to provide Public Facilities to address any deficiencies in required levels of service occasioned by future development within the SAP Application Area or as a result of the development of the Project, the Developer shall provide such Public Facilities consistent with the timing requirements of Sections 163.3180, Florida Statutes (2014), or as otherwise required by Chapter 13 of the City Code, as amended from time to time, if applicable. The Developer shall be bound by the City impact fees and assessments in existence as of the Effective Date of this Agreement.
As of the Effective Date. As of the Effective Date, each of the Members hereby makes each of the representations, warranties and covenants applicable to such Member as set forth in this Section 5.15(a) (which shall survive the execution of this Agreement) which shall be for the benefit of the Company and other Members:
As of the Effective Date the Parties acknowledge that the Telephone Exchange Service Traffic exchanged between the Parties both directly and indirectly falls has already been established as falling within the Traffic Balance Threshold. Accordingly, each Party hereby consents that, notwithstanding the existence of a stated Telephone Exchange Service Rate in the Pricing Sheet to this Agreement, there will be no billing between the Parties for Telephone Exchange Service usage on a going forward basis unless otherwise agreed to by both Parties in writing.