Examples of Royalty Agent in a sentence
On the Effective Date, (i) the Debtors shall form Newco and contribute VI-0106 to Newco, (ii) the Liquidating Trustee shall execute the Liquidating Trust Agreement and form the Liquidating Trust in accordance with the Plan, (iii) Newco and the Royalty Agent shall enter into the Royalty Agreement, and (iv) the Debtors shall transfer the Liquidating Trust Initial Funding Amount to the Liquidating Trust.
The Royalty Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution hereof by the Royalty Agent); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement; nor shall it be responsible for the manner or method of calculation or amount of any Royalty or the ascertaining of the existence of facts that would require any such payment.
This Agreement shall terminate and be of no further force or effect, and the parties hereto shall have no liability hereunder, on the date upon which the Royalty Agent and the Company reasonably agree to terminate this Agreement as a result of the expectation that no additional Royalties will be required to be paid under this Agreement.
The Royalty Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and no implied duties, covenants or obligations shall be read into this Agreement against the Royalty Agent.
The Trust hereby appoints the Royalty Agent to act as agent for the Trust with respect to the rights of the Trust set forth in this Agreement, and the Royalty Agent hereby accepts such appointment.
In the event of any transaction contemplated by this Agreement (such as in this Section 2.6 or Article 6 or Article 7), VIVUS and the Company promptly shall provide to the Royalty Agent or its designee a true and complete copy of the relevant contractual arrangements and documentation of their compliance with this Agreement.
The rights of the Royalty Agent under this Agreement are being granted to the Royalty Agent as an agent on behalf of the holders of the Trust Interests.
All fees and expenses of the Royalty Agent shall be paid solely by the Trust and the Beneficiaries, and the Company Parties shall have no liability for such fees or expenses.
This Agreement may be amended, supplemented, or otherwise modified only by means of a written instrument signed by the Company and the Royalty Agent; provided, however, for the avoidance of doubt, the Royalty Agent need not execute any Assignment Agreement.
Any successor to the Royalty Agent so designated shall agree in writing to be bound by the terms of this Agreement and shall become the Royalty Agent hereunder.