Brandeis Sample Clauses

Brandeis. Subject to the limitations set forth in Section 6.4, Brandeis shall indemnify and hold harmless the Parent Indemnified Parties from and against any and all Losses to the extent resulting from or arising out of (a) (i) any misrepresentation or breach of warranty made by Brandeis pursuant to the provisions of this Agreement (other than Special Representations), the Ancillary Agreements or any certificate or other writing delivered pursuant hereto or thereto and (ii) any misrepresentation or breach of any Special Representation made by Brandeis, or (b) any breach or nonperformance of any covenant or agreement of Brandeis contained herein or the Transaction Documents to which it is or will be a party; provided that no Parent Indemnified Party shall be entitled to any duplicative recovery for the same Loss under this Section 6.3.2 to the extent that any Parent Indemnified Party has been actually compensated for such Loss. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by MeiraGTx Holdings plc
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Brandeis. Solely with respect to the transfer of the License Agreement in connection with the Merger, Brandeis agrees to waive application of the higher license maintenance fees for a Change of Control set forth in Section A.2 of Exhibit A of the License Agreement and that the license maintenance fees set forth in column captioned “Amount due from Licensee prior to Change of Control” shall remain in effect immediately following the consummation of the Merger. Neither Parent nor any Person that is an Affiliate of Parent (which shall include the Licensee) shall be bound to issue or otherwise deliver to Brandeis by virtue of the Merger at any time from and after the completion of the Merger any equity other than the Parent Shares allocated to Brandeis on Schedule 2.1.5 to the Merger Agreement. Notwithstanding anything to the contrary in the License Agreement, Brandeis hereby consents to the Merger. Brandeis further acknowledges and agrees that from and after the completion of the Merger, the License Agreement, as amended by this Amendment, shall remain and continue in full force and effect.
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  • Sincerely, s/ Xxxx Xxxxx ---------------------------------------- Xxxx Xxxxx Senior Vice President ING Investors Trust ING Mutual Funds ING Variable Insurance Trust ACCEPTED AND AGREED TO: The Bank of New York By: /s/ Xxxxxx X. XxXxxx --------------------------------- Name: Xxxxxx X. XxXxxx Title: Managing Director, Duly Authorized 0000 X. Xxxxxxxxxx Xxxxx Xx. 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ING VP Global Science and Technology Portfolio July 7, 2003 ING VP Growth Portfolio July 7, 2003 ING VP Index Plus LargeCap Portfolio July 7, 2003 ING VP Index Plus MidCap Portfolio July 7, 2003 ING VP Index Plus SmallCap Portfolio July 7, 2003 ING VP International Equity Portfolio November 3, 2003 ING VP Small Company Portfolio July 7, 2003 ING VP Value Opportunity Portfolio July 7, 2003 ING VARIABLE PRODUCTS TRUST ING VP Financial Services Portfolio May 1, 2004 ING VP High Yield Bond Portfolio October 6, 2003 ING VP International Value Portfolio November 3, 2003 ING VP LargeCap Growth Portfolio October 6, 2003 ING XX XxxXxx Opportunities Portfolio October 6, 2003 ING VP Real Estate Portfolio May 1, 2004 ING VP SmallCap Opportunities Portfolio October 6, 2003 ING VP BALANCED PORTFOLIO, INC. July 7, 2003 ING VP INTERMEDIATE BOND PORTFOLIO July 7, 2003 ING VP MONEY MARKET PORTFOLIO July 7, 2003 ING VP NATURAL RESOURCES TRUST October 6, 2003

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