When an Officer’s employment with the Company terminates, the Administrator will advise the Officer whether he or she is eligible for benefits from the Plan and, if so, the amount and timing of the payments that will be made to the Officer.

Lundbeck warrants to indemnify and save, defend and hold Ovid, its Affiliates, and their respective directors, agents and employees harmless from and against any and all Losses arising in connection with any Third Party Claim, other than from shareholders or investors in Ovid, resulting from # any breach by Lundbeck or its Affiliates of any of its representations, warranties or covenants pursuant to this Agreement, # any Withholding Taxes with respect to amounts paid or payable by Lundbeck to Ovid under this Agreement, # the wilful misconduct by Lundbeck or its Affiliates or their respective officers, directors, employees, agents, consultants or sublicensees in performing any of its obligations under this Agreement, # any claims regarding Compound and Product to the extent relating to activities conducted by or on behalf of Lundbeck prior to the Effective Date; except, in each case, to the extent that Ovid is obligated to indemnify Lundbeck for such Third Party Claim under [Section 12.1].

Filing a Claim. An Eligible Executive or his authorized representative may file a claim for benefits under the Plan. Any claim must be in writing and submitted to the Committee at the Company’s corporate headquarters office. Claimants will be notified in writing of approved claims, which will be processed as claimed. A claim is considered approved only if its approval is communicated in writing to a claimant.

Denial of Claim. In the case of the denial of a claim respecting benefits paid or payable with respect to an Eligible Executive, a written notice will be furnished to the claimant within 90 days of the date on which the claim is received by the Committee. If special circumstances (such as for a hearing) require a longer period, the claimant will be notified in writing, prior to the expiration of the 90-day period, of the reasons for an extension of time; provided, however, that no extensions will be permitted beyond 90 days after the expiration of the initial 90-day period.

Each Pari Passu Creditor agrees to execute, verify, deliver and file any proofs of claim in respect of the Pari Passu Debt as reasonably requested by Agent in connection with any Proceeding provided that such proofs of claim acknowledge such Pari Passu Creditor’s rights with respect to its Pari Passu Debt and each Pari Passu Creditor hereby irrevocably authorizes, empowers and appoints Agent as its agent and attorney-in-fact to execute, verify, deliver and file such proofs of claim upon the failure of such Pari Passu Creditor promptly to do so prior to FIFTEEN # days before the expiration of the time to file any such proof of claim.

Each ​-District ​ agrees to execute, verify, deliver and file any proofs of claim in respect of the ​-District Debt as reasonably requested by Agent in connection with any Proceeding provided that such proofs of claim acknowledge such ​-District ​’s rights with respect to its Pari Passu Debt and each ​-District ​ hereby irrevocably authorizes, empowers and appoints Agent as its agent and attorney-in-fact to execute, verify, deliver and file such proofs of claim upon the failure of such ​-District ​ promptly to do so prior to FIFTEEN # days before the expiration of the time to file any such proof of claim

“Exclusion Event” means an event or related events resulting in the exclusion of the Borrower or any Subsidiary from participation in any Medical Reimbursement Programs.

Exclusion of liability

property; provided, that such exclusion or inclusion, as the case may be, shall not serve to reduce or otherwise affect the amount of the Purchase Price (other than, for the avoidance of doubt, the exclusion or addition of any Assumed Liability resulting from such exclusion or inclusion). For purposes of clarification, nothing in this [Section 2.5] shall limit Purchaser’s rights under [Section 2.6].

Section # Exclusion of Immaterial Subsidiaries 215214