Customary Advertising Material. The Loan Parties consent to the publication by the Administrative Agent or any Lender of customary advertising material relating to the transactions contemplated hereby using the name, product photographs, logo or trademark of the Loan Parties.

Customary Advertising Material. The Loan Parties consent to the publication by the [[Administrative Agent:Organization]] or any [[Organization A:Organization]] of customary advertising material relating to the transactions contemplated hereby using the name, product photographs, logo or trademark of the Loan Parties.

Customary Provisions. The Mortgage contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against the Mortgaged Property of the benefits of the security provided thereby, including, # in the case of a Mortgage designated as a deed of trust, by trustee’s sale, and # otherwise by judicial foreclosure. Upon default by a Mortgagor on a Mortgage Loan and foreclosure on, or trustee’s sale of, the Mortgaged Property pursuant to the proper procedures,

Customary Fringe Benefits. Executive will be eligible for all customary and usual fringe benefits generally available to Executives of the Company subject to the terms and conditions of the Company’s benefit plan documents. The Company reserves the right to change or eliminate the fringe benefits on a prospective basis, at any time, effective upon notice to Executive. Notwithstanding the foregoing, Executive shall be entitled to not less than one hundred twenty hours of personal time off during each 12-month period.

Advertising and Promotion. AYTU shall develop, subject to [Section 4.10] and the other provisions of this Agreement, the Trademarks with respect to the Products (which in accordance with, and subject to, [Section 4.10], will contain the name “Tuzistra”), website, and other Product positioning and supporting materials, including without limitation, physician education materials. All materials used by AYTU in Marketing the Products, including print advertising, brochures, leaflet, and similar materials, shall comply in all material respects with Applicable Laws and requirements of any applicable Regulatory Authority and the terms and provisions of [Section 4.10]. Prior to NDA Approval of the CCP-08 NDA, AYTU shall provide to TRIS copies of such materials used by or on behalf of AYTU in Marketing of the Product for submission to the FDA, at AYTU’s sole cost and expense. Copies of materials, whether or not required to be submitted to the FDA shall be provided to TRIS at least five (5) Business Days prior to their first intended use. AYTU shall not make any therapeutic claims or statements relating to the Product other than those authorized by the applicable Regulatory Authorities, and AYTU shall remain solely liable for all Marketing materials prepared by it or on its behalf.

CLIENT and OHL agree to only release a public announcement concerning this Agreement upon mutual agreement of the Parties. CLIENT consents to inclusion of its name and logo in customer listings that may be published as part of OHL’s ongoing marketing efforts.

correspondence and other usual and customary records, and advertising and promotional materials, studies and reports used in connection therewith;

Customary Terms and Conditions. All terms and conditions concerning the Acquisition will be stated in one or more definitive agreements, including but not limited to the Acquisition Agreement (and Schedules thereto), and the Employment Agreements (the “Acquisition Documents”) subject to the approval of the parties, acting on advice of counsel. The terms and conditions contained within the Acquisition Documents will be usual and customary in an Acquisition of this nature and mutually acceptable to the parties. The Acquisition Agreement will contain customary representations and warranties about the [[Organization B:Organization]] assets, with such representations and warranties surviving the Closing for twelve (12) months, and the only post-Closing remedy for any breach thereof to be limited to an offset against the BRGO Incentive Common Shares equal to the amount of damages resulting from such breach. Other than as described in the prior sentence, there will be no post-Closing remedies, indemnification, or other liability on the part of [[Organization B:Organization]] or its Shareholders pursuant to such Acquisition Agreement, except in the event of fraud.

Advertising and Promotional Materials. Subject to Applicable Law, and applicable industry codes of conduct, all Promotional Materials for any Product will include, with equal prominence, the names and logos of both Parties.

Material Breach. Subject to the last sentence of [Section 3.1.2], if either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) is in material breach of one (1) or more of its obligations under this Agreement, then the Non-Breaching Party may deliver notice of such breach to the Breaching Party (a “Default Notice”). If the Breaching Party does not dispute that it is in material breach of one (1) or more of its obligations under this Agreement, then if the Breaching Party fails to cure such breach, or fails to take steps as would be considered reasonable to effectively cure such breach, within […​…] after receipt of the Default Notice, or if such compliance cannot be fully achieved within such […​…] period and the Breaching Party has failed to commence compliance or has failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably possible, the Non-Breaching Party may terminate this Agreement upon written notice to the Breaching Party. If the Breaching Party Disputes that it is in material breach of one (1) of its obligations under this Agreement, the Dispute shall be resolved pursuant to [Section 13.8]. If, as a result of the application of such dispute resolution procedures, the Breaching Party is determined to be in material breach of one (1) or more of its obligations under this Agreement (an “Adverse Ruling”), then if the Breaching Party fails to complete the actions specified by the Adverse Ruling to cure such breach within […​…] after such ruling, or if such compliance cannot be fully achieved within such […​…] period and the Breaching Party has failed to commence compliance or has failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably possible, then the Non-Breaching Party may terminate this Agreement upon written notice to the Breaching Party.

Material Agreements. Neither ​ nor any Subsidiary is a party to any agreement or instrument or subject to any charter or other corporate restriction which could reasonably be expected to have a Material Adverse Effect. Neither ​ nor any Subsidiary is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in # any agreement to which it is a party, which default could reasonably be expected have a Material Adverse Effect or # any agreement or instrument evidencing or governing Material Indebtedness.

Material Suitability. Seller Covenants that each chemical substance constituting or contained in goods sold or otherwise transferred to Buyer is suitable for use and/or transport in any jurisdiction to or through which Buyer informs Seller the goods will likely be shipped or to or through which Seller otherwise has knowledge that shipment will likely occur and is listed on or in: # the list of chemical substances compiled and published by the Administrator of the U.S. Environmental Protection Agency pursuant to the U.S. Toxic Substances Control Act (“TSCA”) (15 U.S.C. § 2601), otherwise known as the TSCA Inventory, or exempted from such list under 40 CFR 720.30-38; # the Federal Hazardous Substances Act (P.L. 92-516) as amended; # the European Inventory of Existing Commercial Chemical Substances (“E1NECS”) as amended; # the European List of Notified Chemical Substances (“ELINCS”) and lawful standards and regulations thereunder; or # any equivalent or similar lists in any other jurisdiction to or through which Buyer informs Seller the goods will likely be shipped or to or through which Seller otherwise has knowledge that shipment will likely occur.

Nanoscale Material. With respect to any goods sold or otherwise transferred to Buyer hereunder, Seller shall notify Buyer in writing of the presence of any engineered nanoscale material (defined for these purposes as any substance with at least one dimension of such substance known to be less than one hundred (100) nanometers in length). With respect to all such nanoscale material(s), Seller shall provide a description of its regulatory status and any safety data or other notifications that are appropriate in the EU, U.S. and any other jurisdictions to which Buyer informs Seller the goods will be shipped or to which the Seller otherwise has knowledge that shipment will likely occur.

Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any Material Adverse Effect, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Effect or any development that could reasonably be expected to result in a Material Adverse Effect, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of Cowen (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.

Material Breach. In the event that a Party materially breaches any of its obligations under this Agreement, in addition to any other right and remedy the other Party may have, the non-breaching Party may terminate this Agreement by providing notice to the other Party by providing ​ days’ prior written notice (​ days’ prior written notice if the material breach is a failure to pay an amount due and payable under this Agreement) (such applicable timeframe, the “Notice Period”), such notice to specify the breach and the notifying Party’s claim of right to terminate; provided that # the termination shall not become effective at the end ​ = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

In the event a material breach of this Agreement, the non-breaching Party may deliver notice of such breach to the breaching Party, such notice containing full details of said breach. In such notice, the non-breaching Party shall identify (acting reasonably and in good faith) examples of the actions or conduct that such Party would consider to be an acceptable cure of such breach. The breaching Party shall have, subject to [Section 10.2.2(b)], ​ days to cure such breach (​ days in the case of a Party’s breach of its payment obligations). Subject to [Section 10.2.2(b)], if the Party receiving notice of breach fails to cure such breach within the ​ day period or ​ day period (as applicable), the Party originally delivering the notice may terminate this Agreement upon written notice to the other Party.

Not Material. If the damage to the Properties does not result in a Material Loss, then neither ​ nor ​ shall have the right to terminate this Agreement, and ​ shall, at its option, either # fully repair the damage before the Closing in a manner reasonably satisfactory to ​, or # credit ​ at Closing for the reasonable cost to complete the repair (in which case ​ shall retain all insurance proceeds and ​ shall assume full responsibility for all needed repairs).

Material Contracts. [Schedule 4.1.13] lists all Material Contracts. A complete copy of each Material Contract, and all amendments thereto, has been provided to the Buyer. Each Material Contract is legal, valid, binding, enforceable in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity) and in full force and effect against the Company, and, to the Knowledge of the Seller, the other parties thereto. Neither the Company, nor, to the Knowledge of the Seller, any other Person who is a party to any Material Contract is in breach or default in any material respect under any Material Contract (with or without the lapse of time, or the giving of notice, or both). The Company has not sent or received any written notice of breach, termination or cure with respect to any Material Contract that is not currently resolved.

At the request of Party B, Party A may provide Party B with the data regarding advertising placement effect after the advertising publishing date. Party A gives no commitment on the advertising placement effect for all placements.