Schedules 1. 3-A to 1.3-C sets forth a true, correct and complete list of Ablynx Patent Rights and such schedule contains all application numbers and filing dates, registration numbers and dates, jurisdictions and owners. To the best of Ablynx’s knowledge, the Ablynx Patent Rights and the Ablynx Know-How constitute all intellectual property owned or otherwise Controlled (through license or otherwise) by Ablynx (or any of its Affiliates) that are necessary or useful to Research, Develop or Commercialize the Program Nanobodies, Compounds and/or Products against: (i) in case of Schedule 1.3-A: the Target […***…] or are otherwise related to the Target […***…] or the performance of the […***…] Research Program; (ii) in case of Schedule 1.3-B: the […***…] Target Combinations (as envisaged under Work Plan 2 as of the Effective Date) or are otherwise related to the […***…] Target Combinations (as envisaged under Work Plan 2 as of the Effective Date) or the performance of the PD1 Research Program (as envisaged under Work Plan 2 as of the Effective Date); (iii) in case of Schedule 1.3-C: the Selected Multispecific Target Combinations (as envisaged under Work Plan 3 as of the Effective Date) or are otherwise related to the Selected Multispecific Target Combinations (as envisaged under Work Plan 3 as of the Effective Date) or the performance of the Multispecific Research Program (as envisaged under Work Plan 3 as of the Effective Date). In case of any updates of Work Plan 2 after the Effective Date, Schedule 1.3-B will be updated to reflect any changes to the […***…] Target Combinations under Work Plan 2 and Schedule 1.3-B will be updated to reflect any changes to the Selected Multispecific Target Combinations under Work Plan 3.
Schedules 1. 1.1.1, 1.1.1.2, 3.4.3, 10.1.3 and Appendices 6.1, 8.1, 8.2, l2.1, 12.2, 12.3, 12.5, 12.6, 17, 18.1 indicating changes in the subject matter thereof. If the aforesaid updates reflect changes in the ordinary course of business which are consistent with past practice and may not individually or in the aggregate have a material adverse effect on the Cable Business, they shall be deemed incorporated in the respective Schedules and Appendices.
Schedules 1. 2 - 7.3 to the Loan Agreement are hereby deleted and replaced with Schedules 1.2 - 7.3 hereto (collectively, the “Updated Schedules”). Each reference in Article V of the Loan Agreement to the “Closing Date” shall be deemed to be a reference to the date of this Amendment. Exhibit 2.1(a) to the Loan Agreement is hereby deleted and replaced with Exhibit 2.1(a) hereto.
Schedules 1. 01C and 2.01 to the Credit Agreement are hereby amended and restated in their entireties in the form of Annex B attached hereto (the “Revised Existing Letters of Credit Schedule” and the “Revised Commitment Schedule”, respectively).
Schedules 1. 1.6 and 1.1.71 correctly and completely set forth, as of the date hereof, the names of all Subsidiaries and Affiliates and the names and respective ownership interests of all Persons, directly or indirectly, having ownership interests in each of the Subsidiaries and Affiliates. In addition: (a) Arvida's sole general partner is Arvida/JMB Managers, Inc., a Delaware corporation (the "Arvida General Partner"), (b) Northbrook Corporation, a Delaware corporation ("Northbrook") owns and controls not less than fifty-one percent (51%) of the outstanding capital stock of the Arvida General Partner, (c) the Malkin Group (as defined in Section 7.8), the Xxxxx Group (as defined in Section 7.8), JMB Realty (as defined in Section 7.8) and the Director Group (as defined in Section 7.8), together own and control not less than fifty-one percent (51%) of the outstanding capital stock of Northbrook, and (d) the Malkin Group, the Xxxxx Group and the Director Group together own and control not less than fifty-one percent (51%) of the outstanding capital stock of JMB Realty.
Schedules 1. 1(i) and 1.1(iii). Schedules 1.1(i) and 1.1(iii) are hereby deleted and replaced with Schedules 1.1(i) and 1.1(iii) attached to this Amendment.
Schedules 1. 2.2 and 1.2.9 together constitute a complete and accurate list of all written and oral contracts, agreements, leases, or other commitments (including the Franchise Agreement, the Leases, and the Assumed Contracts) relating to the Franchised Businesses as of the date of this Agreement (the "Contracts"), other than the contracts described in clause (ii) of Section 1.2.9. All of the Contracts have been entered into in the ordinary course of business. Except as
Schedules 1. 1.1 and 1.1.2 set forth a complete and accurate legal description of each parcel of real property owned by AMP and used in connection with activities of Qualitronix. Except as set forth in Schedule 3.2.14, all real property, buildings and structures owned or used by AMP in connection with the activities of Qualitronix and material to such activities is suitable for the purpose or purposes for which it is being used, and to the best of the knowledge of AMP is in such condition and repair as to permit the continued operation of said activities. To the best of the knowledge of AMP, and except as set forth in Schedule 3.2.14, none of such real property, buildings or structures is in need of maintenance or repairs except for ordinary; routine maintenance and repairs. To the best of AMP's knowledge, and except as set forth in Schedule 3.2.14, there are no material structural defects in the exterior walls or the interior bearing walls, the foundation or the roof of any plant, building, garage or other such structure owned, leased or used by AMP, and except as set forth in Schedule 3.2.14, in connection with the activities of Qualitronix and the electrical, plumbing and heating systems, and the air conditioning system, if any, of any such plant, building, garage or structure are in reasonable operating condition in light of their age and prior use. To the best of the knowledge of AMP, and except as set forth in Schedule 3.2.14, the utilities servicing the real property owned, leased or used in connection therewith are adequate to permit the continued activities of Qualitronix and there are no pending or threatened zoning, condemnation or eminent domain proceedings, building, utility or other moratoria, or injunctions or court orders which would materially effect such continued operation. Schedule 3.2.14 lists, and AMP has furnished or made available to DAH copies of, all engineering, geologic and environmental reports prepared by or for either AMP or Qualitronix with respect to the Real Property and the real property leased pursuant to the Real Property Leases.
Schedules 1. 2.2 and 1.2.9 together constitute a complete and accurate list of all written and oral contracts, agreements, leases, or other commitments (including the Franchise Agreement, the Leases, and the Assumed Contracts) relating to the Franchised Businesses as of the date of this Agreement (the "Contracts"), other than the contracts described in clause (ii) of Section 1.2.9. All of the Contracts have been entered into in the ordinary course of business. Except as otherwise disclosed in Schedules 1.22 and 1.2.9, each of the Contracts: (i) constitutes a valid and binding obligation of Seller and, to the best of Seller's and each Stockholder's knowledge, of the other parties thereto (subject to bankruptcy, insolvency, reorganization or other similar laws relating to or affecting the enforcement of creditors' rights generally); (ii) is in full force and effect; and (iii) will remain in effect until the Closing Date, except for those Contracts which by their terms will expire prior to the Closing Date. Seller has performed its obligations under each of the Contracts, and to the best of Seller's and each Stockholder's knowledge, no other party to any of the Contracts has breached or defaulted thereunder, and no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by Seller or, to the best of Seller's and each Stockholder's knowledge, by any such other party. Complete and correct copies of each of the Contracts, together with all amendments thereto, have been made available to Buyer for its due diligence review.
Schedules 1. 1(A) and 1.1(B) to the Credit Agreement are hereby deleted in their entirety and SCHEDULES 1.1(A) and 1.1(B), respectively, annexed hereto are hereby substituted therefor.
