Schedule 10. 3.1 may be revised or supplemented from time to time to include those additional services that CBT may, to the extent permitted by Applicable Law, classify as Grandfathered Services. CBT agrees to make Grandfathered Services available to CLEC for resale to any Customer of CBT that subscribes to a Grandfathered Service from CBT at the time of its selection of CLEC as its primary local exchange carrier; provided, however, that if such Grandfathered Services are provided under a Shared Tenant Service Agreement, such Grandfathered Services shall be available for resale by CLEC pursuant to the terms and conditions of such Shared Tenant Service Agreement to all tenants, existing or in the future, in the specific facility subject to such Shared Tenant Service Agreement. If a local Telecommunications Service is subsequently classified as a Grandfathered Service by CBT, CBT agrees to continue to sell such Grandfathered Service (subject to the terms of Section 10.3.2) to CLEC for resale to CLEC's Customers that subscribe to such Grandfathered Service at the time it is so classified by CBT. Grandfathered Services shall be made available to CLEC at wholesale rates determined in accordance with the Act. Nothing in this Section 10.3.1 shall prevent CLEC from taking a position before any regulatory body or court of law in opposition to any classification of a service by CBT as a Grandfathered Service.
Schedule 10. 3.2 may be revised or supplemented from time to time to include those additional Telecommunications Services that CBT may, to the extent permitted by Applicable Law, classify as Withdrawn Services. CBT agrees to make Withdrawn Services available to CLEC for resale to CLEC's Customers who are subscribers to the Withdrawn Service either from CBT or CLEC at the time so classified (subject to the provisions of Section 10.3.1 if such Withdrawn Service was previously classified as a Grandfathered Service) until the date such service is discontinued. Nothing in this Section 10.3.2 shall prevent CLEC from taking a position before any regulatory body or court of law in opposition to any such withdrawal of service by CBT.
Schedule 10. 1.5 contains a complete list of all Patent Rights Controlled by ACI, as of the Effective Date, that claim Products or processes for making or using, or compositions containing, the same. CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. [*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.
Schedule 10. 3.2 may be revised or supplemented from time to time to include those additional Telecommunications Services that CBT may, to the extent permitted by Applicable Law, classify as Withdrawn Services. CBT agrees to make Withdrawn Services available to CLEC for resale to CLEC's Customers who are subscribers to the Withdrawn Service either from CBT or CLEC at the time so classified (subject to the provisions of Section
Schedule 10. Special Provisions for Rail
Schedule 10. 10(a) contains a true and complete list of each Assumed Contract to which any Asset Selling Affiliate is a party or otherwise bound, and each contract, agreement or similar commitment or obligation (“Contract”) to which a Sold Entity or JV Majority Participation is a party or is otherwise bound, as of the Signing Date which meets any of the following criteria (the “Material Agreements”), which Material Agreements are in full force and effect, have not been cancelled or terminated and are fully enforceable in accordance with their terms:
Schedule 10. 2.6 contains a complete and correct list of (i) the Licensed Patents and applicable Onyx Manufacturing Patents, that are Controlled by Onyx (or its Affiliates), and (ii) the New Licensed Patents that are Controlled by Onyx (or its Affiliates) as of the 2013 Effective Date.
Schedule 10. 2.4 (Existing Esperion Patent Rights) sets forth a complete and accurate list of the Esperion Patent Rights owned, either solely or jointly, by Esperion, (b) to Esperion’s knowledge, the Esperion Patent Rights are, or, upon issuance, will be, valid and enforceable patents and no Third Party has challenged or threatened to challenge the scope, validity or enforceability of any Esperion Patent Rights (including, by way of example, through opposition or the institution or written threat of institution of interference, nullity or similar invalidity proceedings before the United States Patent and Trademark Office or any analogous foreign Governmental Authority), and (c) Esperion or its Affiliates have timely paid all filing and renewal fees payable with respect to such Esperion Patent Rights for which Esperion controls prosecution and maintenance.
Schedule 10. 2.3a) contains copies of a current extract from the commercial register of the Company and its Subsidiaries and the current articles of association of the Company and its Subsidiaries. As of the date of this Agreement and as of Closing Date no shareholders’ resolution has been adopted to amend the articles of association as attached hereto and no applications to the commercial register are pending in respect to the Company or its Subsidiaries.
Schedule 10. 1.12 is a list of all franchise agreements ---------------- which the Company has executed and is true and complete list indicating for each such franchise agreement (a) the location of such Franchise; (b) whether the Company has a management agreement with the Franchisee; (c) if the Franchisee is a related party, the nature of such relationship to the Company. Except as provided on Schedule 10.1.12, all franchise ---------------- agreements (a) are in full force and effect; (b) have not been mended; (c) are not in default; and (d) may be transferred or assigned without the consent of the Franchisee or any other party other than the Company. There are no such franchise agreements other than the Existing Franchise Agreements for the Existing Franchises. Except as provided on Schedule 10.1.12, there ---------------- has not been any waiver, amendment, or other reduction of any royalties, management fees, or other payments of any kind with respect to the franchise agreements, below the level of such fees as set forth in the respective disclosure documents for such Franchise. A true, correct and complete copy of each of the Existing Franchise Agreements set forth on Schedule 10.1.12 has been provided to Newco. -----------------
