Fiduciaire definition
Examples of Fiduciaire in a sentence
Issuer shall, and shall use its commercially reasonable efforts to cause each of Fiduciaire and Trust to, (a) preserve and maintain its corporate or legal existence and (b) comply with its Organizational Documents.
Following such consultation, Issuer may, and, if reasonably requested by Subscriber Representative within [***] Business Days after Subscriber Representative’s receipt of notice of such breach pursuant to Section 5.7(a), shall, proceed to enforce compliance by Licensee with the relevant provisions of the License Agreement and to exercise such rights and remedies relating to such breach as shall be available to Issuer, Trust and Fiduciaire, whether under the License Agreement or by operation of Law.
If any amount that is set off pursuant to this Section 5.3(b) is subsequently repaid or reimbursed by Licensee, such repaid or reimbursed amount shall not be payable to Fiduciaire and shall be retained by Issuer.
For clarity, any reimbursement from Licensee of such costs pursuant to Section 4.6.2(c) of the License Agreement (whether directly or through Issuer or Fiduciaire) shall not be counted in calculating the Fixed Amount.
The Receivables to be delivered to Fiduciaire have not been pledged, sold, contributed, assigned, transferred or conveyed by Issuer to any other Person, except as set forth in the Transaction Documents.
Issuer will place the Receivables in trust (within the French legal meaning of fiducie gestion) with Fiduciaire for the benefit of Subscribers, Issuer and the European Investment Bank, according to their respective interests in the Fiduciary Assets (as defined below).
On or prior to the Closing Date, Issuer will have assigned, transferred and delivered the Receivables to Fiduciaire, to be held in trust for the benefit of Subscribers and Issuer, according to their respective interests in the Fiduciary Assets, and Fiduciaire will have good and valid title as a fiduciaire to the Receivables, free and clear of all Adverse Claims, subject to the terms and conditions set forth in the License Agreement.
For the avoidance of doubt, no Subscriber Indemnified Party shall have recourse to any Remaining Payments that are being held in trust by Fiduciaire, including amounts held in trust for the European Investment Bank under the EIB Facility.
Prior to the end of the Royalty Period, Issuer shall not, and shall cause Fiduciaire not to, in each case without Subscriber Representative’s prior written consent, deliver any further directions to Licensee regarding the payment of the Receivables.
This Support Agreement is for the sole benefit of Issuer, Subscriber Representative and Subscribers and their permitted successors and assigns, and nothing herein expressed or implied shall give or be construed to give to any Person (including Trust or Fiduciaire), other than the parties and such successors and assigns, any legal or equitable rights hereunder.