SPV2 Assignment Sample Clauses

SPV2 Assignment. (a) In repayment in full of the Obligations under the Loan Agreement (other than indemnification obligations and other obligations that survive the repayment of the Obligations), which is hereby acknowledged by R-Bridge, SPV2 hereby assigns and transfers to R-Bridge all of SPV2’s right, title, and interest in and to the China License Agreement without royalty or any other consideration and R-Bridge shall assume all of SPV2's obligations and liabilities arising under the China License Agreement on and after the Effective Date to the extent that such obligations and liabilities (i) arise or are to be performed or completed by R-Bridge on and after the Effective Date, and (ii) do not arise from any facts or occurrences existing on or prior to the Effective Date, including any breach default, or violation of the China License Agreement by T▇▇▇▇▇▇ or SPV2 or any facts or occurrences existing on or prior to Effective Date. R-Bridge hereby acknowledge and confirm that from and after the Effective Date, R-Bridge shall be bound by the China License Agreement. For clarity, SPV2 shall remain liable for all obligations and liabilities arising from the China License Agreement existing on or prior to the Effective Date. (b) Nhwa hereby consents to the assignment as set forth in this Section 2.1 and agrees that this Agreement satisfies any notice, consent or other procedural requirements under the China License Agreement. Nhwa hereby acknowledges and confirms that from and after the Effective Date, R-Bridge shall have assumed all of SPV2’s right, title, and interest in and to the China License Agreement. (c) Unless and until Nhwa is otherwise directed in writing by R-Bridge after the date hereof by an instruction executed by R-Bridge, Nhwa shall pay all payments that are due and payable under the China License Agreement, together with any interest on late payments due thereon, to the following account (or other account designated by R-Bridge in writing) by wire transfer of immediately available funds in United States dollars: Beneficiary Bank Name DBS Bank Ltd Beneficiary SWIFT Code D▇▇▇▇▇▇▇ Beneficiary Name R-BRIDGE HEALTHCARE FUND, L.P. Beneficiary Bank Account Number 0720387899 Agent Bank JPMorgan Chase Bank, N.A. Agent Bank SWIFT Code: C▇▇▇▇▇▇▇ Bank Address : 1▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇-▇▇ DBS Asia Central MBFC Tower 3 SGP Notwithstanding the foregoing, the Parties acknowledge that the right and interest on receiving Commercialization Milestone payments in accordance with...