Pursuant to Section 16. 4 of the Company OP Agreement, the Class B Units are convertible automatically into Company OP Units at such time as the Advisor’s capital account with respect to a Class B Unit is equal to the average capital account balance attributable to an outstanding Company OP Unit (as determined on a unit-by-unit basis). Pursuant to subparagraph 1(c)(ii) of Exhibit B of the Company OP Agreement, the Advisor is entitled to special allocations of unrealized appreciation in the value of the Company OP’s assets. Furthermore, pursuant to Section 16.4(b) of the Company OP Agreement, the Advisor has the right up to twice per year to cause the Company OP to adjust the book value of its assets to fair market value, a “book-up”, by making a capital contribution of more than a de minimis amount to the Company OP in exchange for Company OP Units. The Advisor hereby elects to make such a capital contribution to the Company OP in exchange for Company OP Units prior to the consummation of the Transaction, if necessary to be effective, in order to cause such an adjustment and allow it to convert the maximum number of Class B Units to Company OP Units in connection with the consummation of the Transaction, and the Company and the Company OP hereby acknowledge and agree to allow the Advisor to make such capital contributions in order to effectuate a book-up prior to the Closing Date. The amount of the capital contribution, if any, and the number of Company OP Units issuable will be agreed to in good faith by the Company, the Company OP and the Advisor. Upon the consummation of the Transaction, each Company OP Unit will automatically be converted into 0.95 Parent OP Units as set forth in the Merger Agreement. The Advisor agrees that these Parent OP Units are subject to a minimum one-year holding period prior to being exchangeable into Parent Common Stock.
Pursuant to Section 16. 3.1 of this Agreement, on a Non-Exclusive Antigen-by-Non-Exclusive Antigen basis, Medarex has granted to Genmab option(s) to obtain one or more Exclusive Antibody License(s) under the Medarex Technology, in each case with respect to particular Antibodies raised against the particular Non-Exclusive Antigen. Subject to Section 20.3 of this Agreement, Medarex hereby grants to Genmab an option to expand the rights granted by Medarex to Genmab in the Exclusive Antibody License with respect to a particular Non-Exclusive Antigen to include rights with respect to the Additional Technology (each an “Additional Technology Exclusive Antibody Commercial Option”). It is hereby agreed that, once a particular antigen becomes a Non-Exclusive Antigen in accordance with Section 16.2, an Additional Technology Exclusive Antibody Commercial Option shall be kept available by Medarex for such Non-Exclusive Antigen for as long as (i) such antigen remains a Non-Exclusive Antigen, and (ii) the [***] has not expired or been terminated.
Pursuant to Section 16. 01 of the Motiva Agreement, Motiva granted Premcor Refining a non-exclusive, irrevocable (except as provided in Article XVI of the Motiva Agreement) royalty-free, paid-up license or sublicense (both without a right to sublicense or transfer except as noted below) “to Intellectual Property, which exists as of the Effective Time and which is or has been in Use in the Operations” (capitalized terms have the meanings assigned to them in the Motiva Agreement). Under the terms of said Section 16.01, Premcor Refining was required to assume the relevant duties and obligations of Motiva under the Technology Transfer Agreement attached as Exhibit “I” to the Motiva Agreement. Section 16.02 of the Motiva Agreement clarifies that for the purpose of the grant under Section 16.01(a) of the Motiva Agreement, sublicense of Intellectual Property by Motiva did not include any intellectual property outside the grant of Section 2 of the TTA. Pursuant to Section 16.03 of the Motiva Agreement, Premcor Refining is entitled to assign the foregoing-described license granted under Section 16.01 of the Motiva Agreement to Buyer, subject to “outstanding obligations to third parties and subject to an assumption in writing of the relevant duties and obligations under the applicable portions of Article XVI of the Motiva Agreement. As further provided in Section 8.10 of the Agreement, Premcor Refining’s transfer to Buyer of Intellectual Property rights granted under Section 16.01 of the Motiva Agreement is being made subject to the foregoing. Please refer to the full text of Article XVI of the Motiva Agreement for more details regarding the grant of Intellectual Property rights from Motiva to Premcor Refining.
Pursuant to Section 16. 1.2 of the Agreement, Spansion and FML hereby agree that the Term of the Agreement shall be extended to June 26, 2011 (the “Agreement Term”).
Pursuant to Section 16. 5 of Part A - General Terms and Conditions of the Interconnection Agreement, the Parties hereby agree to delete in its entirety Attachment 2 - Network Elements and Other Services, including the rate exhibits thereto, and replace same with Attachment 2 - Network Elements and Other Services from the Parties' February 19, 2001 Interconnection Agreement for the State of Alabama, including the corresponding rate exhibits applicable to the States of Florida, Georgia and Tennessee. Said replacement Attachment 2, including rate exhibits, is attached hereto as Exhibit "A".
Pursuant to Section 16. 6 of the Agreement, Section 1.9 of the Agreement shall be deleted in its entirety and replaced with the following paragraph, which shall become part of the Agreement:
Pursuant to Section 16. 1(a) of the Credit Agreement, the Borrower hereby designates [Name of Subsidiary] as a Restricted Subsidiary under and for the purposes of the Credit Agreement and the other Documents. Pursuant to Section 16.1(a) of the Credit Agreement, the Borrower hereby designates [Name of Subsidiary] (currently a Restricted Subsidiary) as a Non-Restricted Subsidiary under and for the purposes of the Credit Agreement and the other Documents.]
Pursuant to Section 16. 4 of the Agreement, all rights of Transave, Inc. and Transave, LLC into and under the Agreement, and all obligations and liabilities of Transave, Inc. and Transave, LLC thereunder, are hereby assigned to Insmed, and Insmed hereby accepts such assignment of rights and assumes such obligations and liabilities, and from and alter the date hereof Insmed shall be substituted for Transave Inc. as a party to the License Agreement.
Pursuant to Section 16. 1 of the Lease, Tenant is required to deliver to Landlord the Security Deposit in the form of a clean, unconditional, irrevocable letter of credit (a “Letter of Credit Security Deposit”) in the amount of [***] (the “Security Deposit Requirement”). The Parties hereto agree that in lieu of a Letter of Credit Security Deposit, Tenant’s Security Deposit Requirement may be fulfilled by a security deposit in the form of cash (the “Cash Security Deposit”). Landlord desires for Tenant and Tenant agrees to, concurrently with the execution of this Amendment, deliver to Landlord the Cash Security Deposit. So long as the Security Deposit is in the form of the Cash Security Deposit, the following conditions shall apply:
Pursuant to Section 16. 1.2 of the Agreement, Spansion and FML hereby agree that the Term of the Agreement shall be extended to December 31, 2010.
