Inclusion Process Clause Samples
Inclusion Process. (a) Subject to the other provisions of this clause 5.1, the Borrower may include in the Portfolio (for their full principal amount, and not partially) loans that:
(i) are SME Loans and comply with other relevant provisions of this Agreement; and
(ii) are entered into during the Inclusion Period.
(b) The Borrower shall submit an Inclusion Notice by each Quarterly Report Date in respect of SME Loans entered into in the Calculation Period preceding the date of delivery of the relevant Inclusion Notice provided that the last Inclusion Notice shall not be sent later than on the date falling one month after the Inclusion Period End Date.
(c) If no SME Loan(s) are to be included in the Portfolio during a particular Calculation Period, an Inclusion Notice stating that no SME Loans are to be included shall be sent to the Lender within one month of the end of that Calculation Period.
(d) The Borrower shall promptly after the end of the Availability Period deliver to the Lender a notice in the form of appendix 2 (Form of Approval at the end of the Availability Period) of schedule 4 (Form of Notices) including the required information on any SME Loans approved before the end of the Availability Period that may be included in the Portfolio after such date.
(e) Upon receipt by the Lender of the signed Inclusion Notice, the SME Loan(s) referred to therein shall be included in the Portfolio. For the avoidance of doubt, SME Loans so included in the Portfolio shall be included in the Portfolio from the date on which such SME Loans shall have been entered into.
(f) Each Inclusion Notice shall be sent by the Borrower to the Lender together with the Quarterly Report (in excel format) via email and no later than on the relevant Quarterly Report Date.
(g) No SME Loan(s) shall be included in the Portfolio if an Event of Default related to the Borrower has occurred and is continuing.
Inclusion Process. If, after the Effective Date, a Party wishes to acquire rights under any New Technology that would be Sage Licensed Technology or Biogen Licensed Technology, as applicable, then such Party will so notify the JSC and provide the JSC with a summary of the terms of any license or agreement, including any Third Party Payments owed to a Third Party as a result of the grant to the other Party of rights with respect to such New Technology or a Party’s practice or use of any such New Technology in the performance of activities under this Agreement, under which such Party would acquire the rights to such subject matter in accordance with Section 8.3.2.1 (New Technology) (such applicable terms, the “New Technology Terms”). In connection with the discussion of the New Technology Terms, the JSC may also discuss [**]. In the event the JSC agrees to include such New Technology under this Agreement for the Profit-Share Territory, then such New Technology will be included in the Sage Licensed Technology or the Biogen Licensed Technology, as applicable and will be subject to the terms and conditions of this Agreement, and the Parties will be bound by such New Technology Terms. If the JSC does not agree to include such New Technology under this Agreement for the Profit-Share Territory as Sage Licensed Technology or Biogen Licensed Technology, as applicable, and one Party believes that such New Technology is [**], then the resolution procedure of Section 8.3.2.4 (New Technology Disputes) will apply. For clarity, with respect to New Technology other than [**], the Party proposing to acquire rights to such New Technology will have the right to obtain a license to such New Technology, but the other Party will not be bound by any agreement related to such New Technology or have any rights under, or cost-sharing obligations with respect to, such new Technology, unless such other Party agrees to include such New Technology under this Agreement.
Inclusion Process. If, after the Effective Date, a Party wishes to include [***] “New Technology”) [***], then such Party shall so notify the other Party and provide the other Party with a summary of the terms of any license or agreement under which such Party acquired such subject matter prior to the Effective Date or, if after the Effective Date, would acquire or has acquired such subject matter in accordance with Section 6.5.2(a) (Acquisition) (such applicable terms, “New Technology Terms”). In the event the Parties agree in writing to include [***], then [***] shall be included in Denali IP or Biogen IP, as the case may be, and subject to the terms and conditions of this Definitive LRRK2 Agreement and the Parties shall be [***].[***]
Inclusion Process. (a) Subject to the other provisions of this Clause 6.1, the Intermediary may include in the Portfolio (for their full original principal amount, and not partially) SME Transactions that:
(i) comply with the Eligibility Criteria and all other relevant provisions of this Agreement; and
(ii) are entered into during a period (the “Inclusion Period”) commencing on (and including) the first day of the Availability Period and ending on: