ORGANOGENESIS INC Sample Clauses

ORGANOGENESIS INC. This Assignment and Assumption Agreement (the “Assignment Agreement”) is dated as of the Assignment Effective Date set forth below and is entered into by and between the Assignor identified in item 1 below (the “Assignor”) and the Assignee identified in item 2 below (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment Agreement as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Assignment Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including without limitation any letter of credit deposits, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by the Assignor to the Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). ...
Sample 1
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ORGANOGENESIS INC. Confidential materials omitted and filed separately with the Securities and Exchange Commission. Triple asterisks [***] denote omissions. [Page Intentionally Omitted] Confidential materials omitted and filed separately with the Securities and Exchange Commission. Triple asterisks [***] denote omissions. EXHIBIT B: on following page Confidential materials omitted and filed separately with the Securities and Exchange Commission. Triple asterisks [***] denote omissions. Release of Organogenesis Inc. by RESORBA Medical GmbH For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Resorba Medical GmbH, its directors, officers, employees, agents, attorneys, insurers, Affiliates, successors, and assigns (“Releasors”) hereby release each of Organogenesis Inc., its directors, officers, employees, agents, attorneys, insurers, Affiliates, successors, and assigns, and any purchasers, suppliers, or manufacturers of PuraPly™ Antimicrobial (each and all referred to as “Releasees”), from any and all claims, counterclaims, causes of action, actions and demands, liabilities, losses, payments, obligations, costs and expenses (including, without limitation, attorneys’ fees and costs) of any kind or nature whether asserted or unasserted, known or unknown, relating to the ‘816 Patent Family accruing on or before the Effective Date of the Agreement and that were brought or could have been brought by Releasors in Resorba Medical GmbH v. Organogenesis, Inc., a civil action in the United States District Court for the District of Massachusetts, Civil Action No. 1:16-cv-12173-GAO. Releasors will bring no further claims or actions against Releasees on account of anything that has occurred in respect of or in connection with such claims on or before the date this release is signed. Releasors acknowledge and assume all risk that the claims hereby released may be or might become greater or more extensive than are now known or expected. The foregoing release shall not apply to each Party’s obligations required to be performed under this Agreement. RESORBA Medical GmbH By: /s/ Xxxxx Xxxxxxxx Position: CEO Dated: 25th October 2017 By: /s/ Xxxx Xxxxxxx Position: CFO Dated: 25th October 2017 Confidential materials omitted and filed separately with the Securities and Exchange Commission. Triple asterisks [***] denote omissions. EXHIBIT C: on following page Confidential materials omitted and filed separately with the Securities and Exchange Commission. T...
Sample 1
ORGANOGENESIS INC. By: ----------------------------------- Title: ----------------------------------- Address: 000 Xxx Xxxx Canton, MA 02021 Date of Original Grant: April 7, 1987 EMPLOYEE'S ACCEPTANCE The undersigned hereby accepts the foregoing Agreement and agrees to the terms and conditions thereof.
Sample 1

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