Subject to Sections 6. 1 and 6.2, the Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions for the Code, and that it will maintain such treatment, and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis of believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company will bear all costs, expenses (including but not limited to legal fees) in connection with any issue arising under this Section 6.3.
Subject to Sections 6. 1 and 6.2, the Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Code, and that it will maintain such treatment, and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.
Subject to Sections 6. 4.1 and 6.4.2, any Party may pursue any remedy available at law or equity with respect to any dispute or breach under this Agreement. Nothing in this Agreement shall expand or reduce the jurisdiction of any Govemmental Authority.
Subject to Sections 6. 2 and 6.5(a), and other provisions hereof, in any Insolvency Proceeding involving a Grantor, (i) Notes Agent and the other Notes Claimholders may seek, without objection from ABL Claimholders, adequate protection with respect to their rights in the Notes Priority Collateral, and (ii) ABL Agent and the other ABL Claimholders may seek, without objection from Notes Claimholders, adequate protection with respect to their rights in the ABL Priority Collateral; provided that if any of Notes Agent, the Notes Claimholders, ABL Agent or the ABL Claimholders are granted adequate protection in the form of a replacement or additional Lien (on existing or future assets of Grantors), claim, payment or otherwise, such replacement or additional Lien or other adequate protection shall be subject to the terms of this Agreement.
Subject to Sections 6. 03 and 9.17(f), the Swingline Lender may at any time assign all its rights and obligations hereunder and under the Series 2018-1 Class A-1 Swingline Note, in whole but not in part, with the prior written consent of the Co-Issuers and the Administrative Agent, which consent shall not be unreasonably withheld or delayed, to a financial institution pursuant to an agreement with, and in form and substance reasonably satisfactory to, the Administrative Agent and the Co-Issuers, whereupon the assignor shall be released from its obligations hereunder; provided that no consent of the Co-Issuers shall be required if a Rapid Amortization Event or an Event of Default has occurred and is continuing; provided, further, that the prior written consent of each Funding Agent (other than any Funding Agent with respect to which all of the Committed Note Purchasers in such Funding Agent’s Investor Group are Defaulting Investors), which consent shall not be unreasonably withheld or delayed, shall be required if such financial institution is not a Committed Note Purchaser.
Subject to Sections 6. 2.3 and 9.9, the Parties agree that the material financial terms of the Prior Agreement or this Agreement will be considered Confidential Information of both Parties. Notwithstanding the foregoing, (a) either Party may disclose the terms of this Agreement to bona fide potential or actual sublicensees, as reasonably necessary in connection with a permitted sublicense under the licenses granted in this Agreement, and (b) either Party may disclose the material financial terms of this Agreement to bona fide potential or actual investors, lenders, investment bankers, acquirors, acquirees, merger partners or other potential financial partners (including pharmaceutical and biotechnology companies, as long as such company owns at least fifty percent (50%) of the disclosing Party), and to such Party’s consultants and advisors, as reasonably necessary in connection with a proposed equity or debt financing of such Party or as reasonably necessary in connection with a proposed acquisition or business combination. In connection with any permitted disclosure of Confidential Information pursuant to this Section 6.2.2, each Party agrees to use all reasonable efforts to inform each disclosee of the confidential nature of such information and cause each disclosee to treat such information as confidential.
Subject to Sections 6. 1 and 6.2, the Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Code, and that it will maintain such treatment, and that it will notify the Fund and the Adviser immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Code (or any successor or similar provision), shall identify such contract as a modified endowment contract. In addition, the Company represents and warrants that the Account is a "segregated asset account" and that interests in the Account are offered exclusively through the purchase of or transfer into a "variable contract" within the meaning of such terms under Section 817 of the Code and the regulations thereunder. The Company will use every effort to continue to meet such definitional requirements, and it will notify the Fund and the Adviser immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. The Company represents and warrants that it will not purchase Fund shares with assets derived from tax-qualified retirement plans except, indirectly, through Contracts purchased in connection with such plans.
Subject to Sections 6. 2.3 and 6.2.5, this Agreement and the rights, duties and obligations of a Holder hereunder may be assigned in whole or in part to such Holder’s Permitted Transferees upon transfer thereto of any or all of such Holder’s Registrable Securities; provided, that, with respect to the Blade Holders and the Sponsor Holders, the rights hereunder that are personal to such Holders may not be assigned or delegated in whole or in part, except that (x) each of the Blade Holders shall be permitted to transfer its rights hereunder as the Blade Holders, including rights that are personal to such Blade Holders, to one or more affiliates or any direct or indirect partners, members or equity holders of such Blade Holder (it being understood that no such transfer shall reduce any rights of such Blade Holder or such transferees) and (y) each of the Sponsor Holders shall be permitted to transfer its rights hereunder as the Sponsor Holders to one or more affiliates or any direct or indirect partners, members or equity holders of such Sponsor Holder (it being understood that no such transfer shall reduce any rights of the Sponsor or such transferees).
Subject to Sections 6. 1 and 6.2, Consultant will provide the Company with prior written notice if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any invention, discovery, idea, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consulant or in which Consultant has an interest, prior to, or separate from, performing the Services under this Agreement (“Prior Inventions”), and the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. Consultant will not incorporate any invention, discovery, idea, original work of authorship, development, improvement, trade secret, concept, or other proprietary information or intellectual property right owned by any third party into any Invention without Company’s prior written permission.
Subject to Sections 6. 9.2 and 6.9.3, each Member, each Manager and each of their respective Affiliates (excluding, in each case, the Founder Manager) (each, together with his or her respective Affiliates, an “Unrestricted Person” and, collectively, together with their respective Affiliates, the “Unrestricted Persons”) may engage or invest in, and devote its and their time to, any other business venture or activity of any nature and description, whether or not such activities are considered competitive with the Company, and neither the Company nor any Member shall have any right by virtue of this Agreement or the relationship created hereby in or to such other venture or activity of any Unrestricted Person (or to the income or proceeds derived therefrom), and the pursuit of such other venture or activity shall not be deemed wrongful or improper. In connection with the foregoing, subject to Section 6.9.2, no Unrestricted Person shall be required to provide any notice to, or receive any approval from, or effect any sharing with, any of the other Managers or Members or the Company. The legal doctrines of “corporate opportunity,” “business opportunity” and similar doctrines shall not be applied to any such competitive venture or activity of an Unrestricted Person. Subject to Section 6.9.2, no Unrestricted Person shall have any obligation to the Company or its Managers or Members with respect to any opportunity. Without limiting the foregoing, subject to Section 6.9.2, the Unrestricted Persons shall to the fullest extent permitted by law have no duty to refrain from investing in any Person which is engaged in the same or similar business as the Company or any of its Affiliates. None of the Unrestricted Persons shall (to the fullest extent permitted by law and subject to Section 6.9.2) be deemed to have breached their fiduciary duties, if any, to the Company by reason of engaging in any such activity. For the avoidance of doubt, nothing set forth in this Section 6.9.1 shall apply to the Founder Manager; provided, that the Board shall consider reasonably and in good faith any request by the Founder Manager for a waiver of Section 6.10.2 with respect to the Founder Manager to the extent that the Founder Manager would be in breach of any fiduciary duty to the Company or any Member as a result of taking any action on behalf of a Platform Company in compliance with the fiduciary duty he owes to such Platform Company. Notwithstanding anything to the contrary herein, this Section 6.9.1 shall...
