Common use of Assigned Agreements Clause in Contracts

Assigned Agreements. (a) Upon or after the occurrence of an Acceleration Event which is continuing, following a written request by the Security Agent, each Chargor will, within 10 Business Days of the date of such request, give notice to the other party to each Insurance Policy and Assigned Agreement that it has assigned or charged its right under the relevant policy or agreement to the Security Agent under this Debenture. Such notice will be a Counterparty Notice, except in the case of the Insurance Policies where it will be an Insurance Notice. Each relevant Chargor will use commercially reasonable endeavours (not involving the payment of money or incurrence of any external expenses) to procure that the relevant counterparty or insurer signs and delivers to the Security Agent an acknowledgement substantially in the form of that set out in the schedule to the relevant notice (or such other form as the Security Agent may agree in its reasonable discretion) within 20 Business Days of service of such notice to the relevant counterparty or insurer (or such later date as the Security Agent may agree in its reasonable discretion) provided that, if the relevant Chargor has been unable to procure such acknowledgment within the relevant time period, its obligation to use commercially reasonable endeavours to procure such acknowledgment shall cease at the end of such period. (b) Notwithstanding anything in this Debenture to the contrary, until an Acceleration Event has occurred which is continuing, each Chargor shall be entitled to continue to operate and transact business in relation to the Insurance Policies (including exercising or waiving any of its rights under such policies and agreements or permitting any Insurance Policy to lapse) and the Assigned Agreements to the extent not expressly prohibited by the Secured Debt Documents. (c) No Chargor shall be required to procure that any Secured Party is entered as a loss payee on any Insurance Policy. (d) Upon or after the occurrence of an Acceleration Event which is continuing: (i) the Security Agent may exercise (without any further consent or authority on the part of any Chargor and irrespective of any direction given by any Chargor) any Chargor’s rights (including direction of any payments to the Security Agent) under any of its Insurance Policies or under or in respect of any Assigned Agreement to which that Chargor is a party; and (ii) each Chargor shall hold any payment that it receives in respect of its Insurance Policies or any Assigned Agreement to which it is a party on trust for the Security Agent, pending payment to the Security Agent for application in accordance with Clause 14 (Application of proceeds).

Assigned Agreements. (a) Upon The list of material Third Party contracts to which GSK or after its Affiliates is a party with respect to the occurrence Compound or Products, including use of an Acceleration Event which is continuingsuch Compound or Products in the conduct of a clinical trial, following a written request by the Security Agent, each Chargor will, within 10 Business Days as of the date Second Restated Effective Date is set forth on Exhibit B, attached hereto (the “Assigned Agreements”). To the extent that GSK has a right to do so, and GSK shall use Commercially Reasonable Efforts to obtain such right to do so, GSK will provide true and complete copies of such request, give notice to the other party to each Insurance Policy and Assigned Agreement that it has assigned or charged its right under the relevant policy or agreement to the Security Agent under this Debenture. Such notice will be a Counterparty Notice, except in the case of the Insurance Policies where it will be an Insurance Notice. Each relevant Chargor will use commercially reasonable endeavours (not involving the payment of money or incurrence of any external expenses) to procure that the relevant counterparty or insurer signs and delivers to the Security Agent an acknowledgement substantially in the form of that set out in the schedule to the relevant notice (or such other form as the Security Agent may agree in its reasonable discretion) within 20 Business Days of service of such notice to the relevant counterparty or insurer (or such later date as the Security Agent may agree in its reasonable discretion) provided that, if the relevant Chargor has been unable to procure such acknowledgment within the relevant time period, its obligation to use commercially reasonable endeavours to procure such acknowledgment shall cease at the end of such period. (b) Notwithstanding anything in this Debenture to the contrary, until an Acceleration Event has occurred which is continuing, each Chargor shall be entitled to continue to operate and transact business in relation to the Insurance Policies (including exercising or waiving any of its rights under such policies and agreements or permitting any Insurance Policy to lapse) and the Assigned Agreements to Amicus within a reasonable period of time after the extent not expressly prohibited by the Secured Debt Documents. (c) No Chargor shall be required Second Restated Effective Date. Amicus may request that GSK assign its rights in such Assigned Agreements to procure that any Secured Party is entered as a loss payee Amicus on any Insurance Policy. (d) Upon or after the occurrence Second Restated Effective Date and, to the extent that GSK has a right to make such assignment and solely to the extent that such Assigned Agreement relates solely to Compound or Products, GSK will assign, and hereby assigns, to Amicus, and Amicus will assume, and hereby assumes, all of GSK’s rights and obligations under such Assigned Agreement, including all claims for damages by reason of past, present or future breach of such Assigned Agreement; provided, however, that Amicus shall not assume and shall not be liable for any obligations or liabilities of any nature whatsoever of GSK, whether known or unknown, accrued or not accrued, fixed or contingent, arising prior to the effective date of assignment of such Assigned Agreement. In the event such assignment is not requested by Amicus within thirty (30) days following Amicus’ receipt of a true and complete copy of an Acceleration Event which is continuing: Assigned Agreement, or GSK does not have the right to make such assignment (i) after GSK has used Commercially Reasonable Efforts to obtain such right to assign by requesting consent of the Security Agent may exercise (without any further consent or authority on the part of any Chargor and irrespective of any direction given by any Chargor) any Chargor’s rights (including direction of any payments counterparty to the Security Agent) under any of its Insurance Policies or under or in respect of any such Assigned Agreement), then GSK will terminate such Assigned Agreement to which that Chargor is a party; and (ii) each Chargor shall hold any payment that it receives in respect of its Insurance Policies or any the extent such Assigned Agreement relates to Compound or Products. In addition, GSK shall promptly provide notice of termination and terminate any contract to which it GSK or its Affiliates is a party on trust for the Security Agent, pending payment with respect to the Security Agent for application Compound or Products that is not otherwise listed in Exhibit B (as may be amended by the Parties in accordance with Clause 14 Section 3.1) solely to the extent such contract relates to Compound or Products (Application “Terminated Agreements”). Upon termination of proceeds)an Assigned Agreement or termination of a Terminated Agreement, GSK shall ensure that its Affiliates and Third Parties with whom GSK or its Affiliates have contracted under such Assigned Agreement (if not assigned to Amicus pursuant to this Section 4.4) or such Terminated Agreement shall transition all Products back to Amicus in the manner set forth herein as if such Affiliate or other Third Party were named herein.

Assigned Agreements. (a) Upon or after On the occurrence Contribution Date, the HD-Parties shall assign the Assigned Agreements to HDMOA and HDMOA shall assume the post-Contribution Date obligations of an Acceleration Event which is continuingHD-Parties thereunder, following a written request by pursuant to the Security Agentterms and conditions set forth herein and in the Assignment and Assumption Agreement, each Chargor willand provided further that the Buyers shall provide the Guaranty as provided in Section 3 hereto. In connection with the Assigned Agreements, within 10 Business Days and in furtherance of the date parties’ agreement to not seek third party consents, the HD-Parties shall cooperate with HDMOA and the Buyers in any reasonable arrangement designed to provide for HDMOA and the Buyers the benefits of such requestAssigned Agreements, give notice to including enforcement of any and all rights of HD-Parties against the other party thereto arising out of a breach or cancellation thereof by such other party or otherwise, and the right to each Insurance Policy and Assigned Agreement that it has assigned or charged its right under purchase any of the relevant policy equipment at the end of the lease term or agreement to the Security Agent under this Debenture. Such notice will be a Counterparty Notice, except otherwise in the case of leased equipment. The Buyers shall perform all such obligations on each Assigned Agreement on the Insurance Policies where it will be an Insurance Notice. Each relevant Chargor will use commercially reasonable endeavours HD-Parties’ behalf or in the Buyers’ discretion otherwise reimburse the HD-Parties for payments made for the benefit of the Buyers (not involving the payment of money or incurrence of any external expenses) to procure provided, however, that the relevant counterparty or insurer signs and delivers HD-Parties shall first have provided the Buyers with written evidence to the Security Agent an acknowledgement substantially in Buyers’ reasonable satisfaction that the form of that set out in HD-Parties actually made the schedule payments for which they are being reimbursed). Notwithstanding anything to the relevant notice (or such other form as the Security Agent may agree in its reasonable discretion) within 20 Business Days of service of such notice to the relevant counterparty or insurer (or such later date as the Security Agent may agree in its reasonable discretion) provided that, if the relevant Chargor has been unable to procure such acknowledgment within the relevant time period, its obligation to use commercially reasonable endeavours to procure such acknowledgment shall cease at the end of such period. (b) Notwithstanding anything contrary in this Debenture Agreement, the HD-Parties’ obligations to HDMOA and the contrary, until an Acceleration Event has occurred which is continuing, each Chargor shall be entitled Buyers with respect to continue to operate and transact business in relation to the Insurance Policies (including exercising or waiving any of its rights under such policies and agreements or permitting any Insurance Policy to lapse) and the Assigned Agreements pursuant to this Section 8(e) shall expire upon fifteen (15) months following the extent not expressly prohibited Closing Date. In addition, neither the HD-Parties, nor their respective subsidiaries, or the successor of any of them, will intentionally take any action which would cause the New York MRI facilities managed by the Secured Debt Documents. (c) No Chargor shall be required to procure that them or any Secured Party is entered as a loss payee on any Insurance Policy. (d) Upon or of their respective subsidiaries, which after the occurrence of an Acceleration Event which is continuing: (i) the Security Agent may exercise (without any further consent or authority on the part of any Chargor and irrespective of any direction given Closing will be managed by any Chargor) any Chargor’s rights (including direction of any payments to the Security Agent) under any of its Insurance Policies or under or in respect of any Assigned Agreement to which that Chargor is a party; and (ii) each Chargor shall hold any payment that it receives in respect of its Insurance Policies Buyer or any Assigned Agreement subsidiary of a Buyer, to which it is a party on trust for lose the Security Agent, pending payment rights of such entities to participate in the Security Agent for application risk health plans and be parties to certain risk provider agreements in accordance with Clause 14 (Application of proceeds)the settlement agreement with CareCore National LLC and its affiliates.

Assigned Agreements. (a) Upon The list of material Third Party contracts to which GSK or after its Affiliates is a party with respect to the occurrence Compound or Products, including use of an Acceleration Event which is continuingsuch Compound or Products in the conduct of a clinical trial, following a written request by the Security Agent, each Chargor will, within 10 Business Days as of the date Second Restated Effective Date is set forth on Exhibit B, attached hereto (the “Assigned Agreements”). To the extent that GSK has a right to do so, and GSK shall use Commercially Reasonable Efforts to obtain such right to do so, GSK will provide true and complete copies of such request, give notice to the other party to each Insurance Policy and Assigned Agreement that it has assigned or charged its right under the relevant policy or agreement to the Security Agent under this Debenture. Such notice will be a Counterparty Notice, except in the case of the Insurance Policies where it will be an Insurance Notice. Each relevant Chargor will use commercially reasonable endeavours (not involving the payment of money or incurrence of any external expenses) to procure that the relevant counterparty or insurer signs and delivers to the Security Agent an acknowledgement substantially in the form of that set out in the schedule to the relevant notice (or such other form as the Security Agent may agree in its reasonable discretion) within 20 Business Days of service of such notice to the relevant counterparty or insurer (or such later date as the Security Agent may agree in its reasonable discretion) provided that, if the relevant Chargor has been unable to procure such acknowledgment within the relevant time period, its obligation to use commercially reasonable endeavours to procure such acknowledgment shall cease at the end of such period. (b) Notwithstanding anything in this Debenture to the contrary, until an Acceleration Event has occurred which is continuing, each Chargor shall be entitled to continue to operate and transact business in relation to the Insurance Policies (including exercising or waiving any of its rights under such policies and agreements or permitting any Insurance Policy to lapse) and the Assigned Agreements to Amicus within a reasonable period of time after the extent not expressly prohibited by the Secured Debt Documents. (c) No Chargor shall be required Second Restated Effective Date. Amicus may request that GSK assign its rights in such Assigned Agreements to procure that any Secured Party is entered as a loss payee Amicus on any Insurance Policy. (d) Upon or after the occurrence Second Restated Effective Date and, to the extent that GSK has a right to make such assignment and solely to the extent that such Assigned Agreement relates solely to Compound or Products, GSK will assign, and hereby assigns, to Amicus, and ▇▇▇▇▇▇ will assume, and hereby assumes, all of GSK’s rights and obligations under such Assigned Agreement, including all claims for damages by reason of past, present or future breach of such Assigned Agreement; provided, however, that Amicus shall not assume and shall not be liable for any obligations or liabilities of any nature whatsoever of GSK, whether known or unknown, accrued or not accrued, fixed or contingent, arising prior to the effective date of assignment of such Assigned Agreement. In the event such assignment is not requested by ▇▇▇▇▇▇ within thirty (30) days following ▇▇▇▇▇▇’ receipt of a true and complete copy of an Acceleration Event which is continuing: Assigned Agreement, or GSK does not have the right to make such assignment (i) after GSK has used Commercially Reasonable Efforts to obtain such right to assign by requesting consent of the Security Agent may exercise (without any further consent or authority on the part of any Chargor and irrespective of any direction given by any Chargor) any Chargor’s rights (including direction of any payments counterparty to the Security Agent) under any of its Insurance Policies or under or in respect of any such Assigned Agreement), then GSK will terminate such Assigned Agreement to which that Chargor is a party; and (ii) each Chargor shall hold any payment that it receives in respect of its Insurance Policies or any the extent such Assigned Agreement relates to Compound or Products. In addition, GSK shall promptly provide notice of termination and terminate any contract to which it GSK or its Affiliates is a party on trust for the Security Agent, pending payment with respect to the Security Agent for application Compound or Products that is not otherwise listed in Exhibit B (as may be amended by the Parties in accordance with Clause 14 Section 3.1) solely to the extent such contract relates to Compound or Products (Application “Terminated Agreements”). Upon termination of proceeds)an Assigned Agreement or termination of a Terminated Agreement, GSK shall ensure that its Affiliates and Third Parties with whom GSK or its Affiliates have contracted under such Assigned Agreements (if not assigned to Amicus pursuant to this Section 4.4) or such Terminated Agreement shall transition all Products back to Amicus in the manner set forth herein as if such Affiliate or other Third Party were named herein.

Assigned Agreements. (a) Upon or after the occurrence of The Parties shall execute an Acceleration Event which is continuing, following a written request by the Security Agent, each Chargor will, within 10 Business Days of the date of such request, give notice to the other party Assignment and Assumption Agreement applicable to each Insurance Policy and Assigned Agreement that it has assigned or charged its right under the relevant policy or agreement to the Security Agent under this Debenture. Such notice will be a Counterparty NoticeAgreement, except in the case of the Insurance Policies where it will be an Insurance Notice. Each relevant Chargor will use commercially reasonable endeavours (not involving the payment of money or incurrence of any external expenses) to procure that the relevant counterparty or insurer signs and delivers to the Security Agent an acknowledgement substantially in the form attached hereto as Appendix 9. Until WG obtains any required Consents and the Parties have executed an Assignment and Assumption Agreement in respect of that set out in the schedule to the relevant notice (or an Assigned Agreement, such other form as the Security Agent may agree in its reasonable discretion) within 20 Business Days of service of such notice to the relevant counterparty or insurer (or such later date as the Security Agent may agree in its reasonable discretion) provided that, if the relevant Chargor has been unable to procure such acknowledgment within the relevant time period, its obligation to use commercially reasonable endeavours to procure such acknowledgment shall cease at the end of such period. (b) Notwithstanding anything in this Debenture to the contrary, until an Acceleration Event has occurred which is continuing, each Chargor agreements shall be entitled considered a Service Provider Administered Agreement. Subject to continue to operate WG obtaining any required Consents, WG shall assign, and transact business in relation to the Insurance Policies (including exercising or waiving any Service Provider shall assume, all of its WG’s rights and obligations under such policies and agreements or permitting any Insurance Policy to lapse) and the Assigned Agreements to the extent not expressly prohibited by the Secured Debt Documents. (c) No Chargor shall be required to procure that any Secured Party is entered as a loss payee on any Insurance Policy. (d) Upon or after the occurrence of an Acceleration Event which is continuingdesignated as: (i) “Expected to be Assigned (Reviewed)” provided that full disclosure of the Security Agent may exercise (without any further consent or authority on terms of such Agreements have been made as of the part of any Chargor and irrespective of any direction given by any Chargor) any Chargor’s rights (including direction of any payments to the Security Agent) under any of its Insurance Policies or under or in respect of any Assigned Agreement to which that Chargor is a party; andEffective Date or (ii) each Chargor “Expected to be Assigned (Not Reviewed)”, 1. In the event that an Assigned Agreement designated as “Expected to be Assigned (Reviewed)” has not been fully disclosed as of the Effective Date, such Agreement shall hold any payment that it receives in be designated as “Expected to be Assigned (Not Reviewed).” Notwithstanding the foregoing, with respect of its Insurance Policies or to any Assigned Agreement designated as “Expected to which be Assigned (Not Reviewed)” in Exhibit I to Work Agreement No. 1, Service Provider shall decide before the applicable Services Commencement Date whether it is wishes to accept the assignment of such Assigned Agreement. If Service Provider wishes to accept assignment, and upon WG obtaining any required Consents, WG shall assign, and Service Provider shall assume, all of WG’s rights and obligations under such Assigned Agreements. If Service Provider wishes not to accept assignment, it shall notify WG prior to such Services Commencement Date, such agreement shall be considered a party on trust for Service Provider Administered Agreement and the Security Agent, pending payment Parties will agree to an equitable adjustment to the Security Agent Charges associated with such Assigned Agreement pursuant to Paragraph 13.1(a)(i) of Exhibit C to Work Agreement No. 1. With respect to any Service Provider Administered Agreement that is identified in Exhibit I to Work Agreement No. 1 as being subject to an “Agreed Termination Date,” the Party responsible for application in accordance with Clause 14 (Application of proceeds)any termination fees that would be required to terminate such Service Provider Administered Agreement is the Party so identified on Exhibit I to Work Agreement No. 1. WG shall have financial and administrative responsibility for Consents required to transfer or assign an Assigned Agreement or to allow Service Provider to manage or administer a Service Provider Administered Agreement.

Assigned Agreements. (a) Upon Each Grantor will use its best efforts to secure all consents and approvals necessary for the assignment to or for the benefit of the Agent of any Assigned Agreement held by such Grantor and to enforce the security interests granted hereunder. Each Grantor shall fully perform all of its obligations under each of the Assigned Agreements, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment; provided, however, that such Grantor shall not take any action or fail to take any action with respect to its Assigned Agreements that would cause the termination of an Assigned Agreement. Without limiting the generality of the foregoing, such Grantor shall take all action necessary to permit, and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under its Assigned Agreements. Each Grantor shall notify the Agent in writing, promptly after such Grantor becomes aware thereof, of any event or fact which could give rise to a material claim by it for indemnification under any of its Assigned Agreements, and shall diligently pursue such right and report to the Agent on all further developments with respect thereto. Each Grantor shall deposit into a Deposit Account at the Agent or subject to a Control Agreement for application to the Obligations, in accordance with the Credit Agreement, all amounts received by such Grantor as indemnification or otherwise pursuant to its Assigned Agreements. If any Grantor shall fail after the occurrence Agent’s demand to pursue diligently any right under its Assigned Agreements, or if an Event of an Acceleration Event which is continuingDefault then exists, following a written request the Agent may, and at the direction of the Required Lenders shall, directly enforce such right in its own or such Grantor’s name and may enter into such settlements or other agreements with respect thereto as the Agent or the Required Lenders, as applicable, shall determine. In any suit, proceeding or action brought by the Security AgentAgent for the benefit of the Lenders under any Assigned Agreement for any sum owing thereunder or to enforce any provision thereof, each Chargor willGrantor shall indemnify and hold the Agent and Lenders harmless from and against all expense, within 10 Business Days loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the date obligor thereunder arising out of a breach by any Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from such Grantor to or in favor of such request, give notice to obligor or its successors. All such obligations of each Grantor shall be and remain enforceable only against such Grantor and shall not be enforceable against the other party to each Insurance Policy and Assigned Agreement that it has assigned Agent or charged its right under the relevant policy or agreement to the Security Agent under this DebentureLenders. Such notice will be a Counterparty Notice, except in the case of the Insurance Policies where it will be an Insurance Notice. Each relevant Chargor will use commercially reasonable endeavours (not involving the payment of money or incurrence of Notwithstanding any external expenses) to procure that the relevant counterparty or insurer signs and delivers to the Security Agent an acknowledgement substantially in the form of that set out in the schedule to the relevant notice (or such other form as the Security Agent may agree in its reasonable discretion) within 20 Business Days of service of such notice to the relevant counterparty or insurer (or such later date as the Security Agent may agree in its reasonable discretion) provided that, if the relevant Chargor has been unable to procure such acknowledgment within the relevant time period, its obligation to use commercially reasonable endeavours to procure such acknowledgment shall cease at the end of such period. (b) Notwithstanding anything in this Debenture provision hereof to the contrary, until an Acceleration Event has occurred which is continuingeach Grantor shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Agreements, each Chargor and the Agent’s or any Lender’s exercise of any of their respective rights with respect to the Collateral shall not release any Grantor from any of such duties and obligations. Neither the Agent nor any Lender shall be entitled obligated to continue perform or fulfill any of any Grantor’s duties or obligations under its Assigned Agreements or to operate and transact business in relation make any payment thereunder, or to make any inquiry as to the Insurance Policies (including exercising nature or waiving any of its rights under such policies and agreements or permitting any Insurance Policy to lapse) and the Assigned Agreements to the extent not expressly prohibited by the Secured Debt Documents. (c) No Chargor shall be required to procure that any Secured Party is entered as a loss payee on any Insurance Policy. (d) Upon or after the occurrence of an Acceleration Event which is continuing: (i) the Security Agent may exercise (without any further consent or authority on the part sufficiency of any Chargor and irrespective payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any direction given by amounts, or any Chargor) any Chargor’s rights (including direction delivery of any payments to the Security Agent) under any of its Insurance Policies or under or in respect of any Assigned Agreement to which that Chargor is a party; and (ii) each Chargor shall hold any payment that it receives in respect of its Insurance Policies or any Assigned Agreement to which it is a party on trust for the Security Agent, pending payment to the Security Agent for application in accordance with Clause 14 (Application of proceeds)property.