PTC Sample Clauses
The PTC (Project Termination Clause) establishes the conditions under which a project or agreement may be terminated before its completion. Typically, this clause outlines the specific events or breaches that can trigger termination, such as failure to meet milestones, insolvency, or mutual agreement between parties. It may also detail the notice requirements and any financial or legal consequences of early termination. The core function of the PTC is to provide a clear and structured process for ending a project, thereby reducing uncertainty and protecting the interests of all parties involved.
PTC. The licenses and resale rights of PTC and its Affiliates under the OEM Agreement and Reseller Agreement are non-exclusive. The licenses and resale rights of PTC and its Affiliates under the OEM Agreement and Reseller Agreement are limited by the restrictions set forth in agreements to which RA or its Affiliates are a party as of the Original Effective Date, all of which are listed on Exhibit B under the heading “Restrictions on PTC’s Distribution of RA Products.”
PTC. PTC shall, as soon as practicable, duly call, give notice of, convene and hold a meeting of its shareholders (the "PTC Shareholders Meeting") for the purpose of voting upon the approval of this Agreement and the transactions contemplated hereby. Subject to Section 7.1(e), PTC shall, through its Board of Directors, recommend to its shareholders approval of this Agreement and the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, PTC agrees that its obligations pursuant to the first sentence of this Section 5.3(b) shall not be altered by the commencement, public proposal, public disclosure or communication to PTC of any takeover proposal. PTC shall coordinate and cooperate with IUB with respect to the timing of such meeting and shall use its best efforts to hold such meeting within one day of the date on which IUB shall hold a meeting of its shareholders pursuant to Section 5.3(a), and as soon as practicable after the date on which the S-4 becomes effective.
PTC. The term “
PTC. PTC shall indemnify, defend and hold harmless Schering, its Affiliates, and each of their respective directors, officers, employees and agents (each a "Schering Indemnitee") from and against any and all liabilities, damages, losses, costs and expenses (including reasonable attorneys' and professional fees and other expenses of litigation and/or arbitration) (a "Liability") resulting from a claim, suit or proceeding made or brought by a Third Party against a Schering Indemnitee arising from or occurring as a result of (i) any breach of the representations and warranties of PTC set forth in Article 8, (ii) the practice by PTC of any rights granted pursuant to Section 5.4(b) or 11.7(b) (including, without limitation, claims arising from or occurring as a result of PTC's or any Third Party's Development, testing, Manufacture, importation, use, offer for sale, sale or other distribution of a PTC Product or a Schering Viral Product pursuant to the exercise of such licenses), (iii) the use by PTC or any of its Affiliates of any Materials provided by Schering, or (iv) the negligence or willful misconduct of PTC, except, (A) in the case of Subsections 10.1(i) and 10.1(iv), to the extent such Liability results from the negligence or willful misconduct of Schering, and (B) in the case of Subsection 10.1(iii), to the extent such Liability results from the breach of any warranty provided by Schering pursuant to Section 2.9.
PTC. PTC represents and warrants that: (i) it is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; (ii) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of PTC; (iii) it has the right to grant the rights and licenses granted to Schering herein (including without limitation the Schering Licenses); (iv) none of the execution, delivery or performance of this Agreement will conflict with, or result in a breach under any agreement, instrument or understanding, oral or written, to which it or its Affiliates is a party or by which it or its Affiliates may be bound; (v) this Agreement constitutes a legal, valid and binding obligation of PTC, enforceable in accordance with its terms; and (vi) PTC has obtained all necessary consents, approvals and authorizations of all government authorities and other Third Parties required to be obtained by PTC or its Affiliates in connection with the execution, delivery and performance of this Agreement.
PTC. (a) Section 4.26(a) of the Company Disclosure Letter sets forth, as of the dates stated therein, a list of all outstanding Partnership Interests (as defined in the PTC Partnership Agreement) of the PTC Partnership, including the identity of the Partner (as defined in the PTC Partnership Agreement) holding such Partnership Interest, the class thereof and the Percentage Interest (as defined in the PTC Partnership Agreement) represented thereby, and except as set forth thereon, to the Knowledge of the Company no Partnership Interests in the PTC Partnership, or options, warrants or other rights to acquire any such Partnership Interests, are outstanding as of such dates.
(b) Section 4.26 (b) of the Company Disclosure Letter sets forth as of the dates stated therein, a list of all outstanding Units (as defined in the PTC GP LLCA) of the PTC GP, including the identity of the Member (as defined in the PTC GP LLCA) holding such Units, the class thereof and the Percentage Interest (as defined in the PTC GP LLCA) represented thereby, and except as set forth thereon, to the Knowledge of the Company no Units in the PTC GP, or options, warrant or other rights to acquire any Units, are outstanding.
(c) The Company owns all of the right, title and interest in and to the PTC Interests, free and clear of all Liens, and none of the Company or any of its Subsidiaries has sold, assigned, transferred or otherwise disposed of, or entered into any agreement or arrangement to sell, assign, transfer or otherwise dispose of the PTC Interests, in whole or in part. The Company has timely made all capital contributions required of it in respect of (i) its LP Units pursuant to the PTC Partnership Agreement and (ii) its Units pursuant to the PTC GP LLCA, and except as set forth in the PTC Partnership Agreement or PTC GP LLCA none of the Company or any of its Subsidiaries is party to any Contract that requires the Company or any Subsidiary thereof to make any further capital contribution to the PTC Partnership or to the PTC GP, whether currently or upon the occurrence of any future event.
(d) The Company has made available to Parent true, correct and complete copies of the PTC Partnership Agreement and the PTC GP LLCA, in each case, as amended and in effect as of the date hereof (together, the “PTC Agreements”), and none of the Company or any of its Subsidiaries is a party to any other Contract relating to the PTC Interests. The PTC Agreements are the legal, valid and binding obligation o...