Generally. All payments made by the Borrower hereunder (including any payments made with respect to the Borrower Guaranteed Obligations under Article X) under any Note or any other Loan Document, shall be made without setoff, counterclaim or other defense.

Generally. Licensee shall use Diligent Efforts to Develop and Commercialize the Licensed Product in the Field in the Territory.

Generally. If any Event of Default has occurred and is then continuing, following the declaration by the Lender of a Loan Default pursuant to the Secured Promissory Note, the Secured Party may exercise in respect of the Collateral, in addition to all other rights and remedies otherwise available to it at law or in equity, all the rights and remedies of the Secured Party upon default under the UCC to collect, enforce or satisfy any Secured Obligations then owing, whether by acceleration or otherwise.

Generally. At the Closing, a portion of the Closing Payment otherwise payable to Schultz pursuant to [Sections 2.2(a) and 2.2(b)])] in an aggregate amount equal to the Indemnity Escrow Amount shall be deposited with the Escrow Agent in accordance with the Escrow Agreement and shall be treated as an installment payment if and when received by Schultz for Tax reporting. The Indemnity Escrow Amount, as adjusted from time to time, together with sixty percent (60%) of any interest or other income earned thereon, shall be referred to as the “Indemnity Escrow Fund”). The terms of, and timing and payment under, the Indemnity Escrow Fund shall be in accordance with the applicable provisions of this Agreement and the Escrow Agreement.

Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of the ​ and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded.

Generally. The interest of the Participant in the Units shall vest upon the satisfaction of the performance goals (the “Performance Goals”) and the period of service (the “Service Goals”) as set forth on [Exhibit 2] attached to this Agreement, and incorporated herein by this reference.

Currencies Generally. At any time, any reference in the definition of the term “Agreed Foreign Currency” or in any other provision of this Agreement to the Currency of any particular nation means the lawful currency of such nation at such time whether or not the name of such Currency is the same as it was on the Sixth Amendment Effective Date. Except as provided in Section 2.10(b) and the last sentence of Section 2.17(a), for purposes of determining # whether the amount of any Borrowing or Letter of Credit under the Multicurrency Commitments, together with all other Borrowings and Letters of Credit under the Multicurrency Commitments then outstanding or to be borrowed at the same time as such Borrowing, would exceed the aggregate amount of the Multicurrency Commitments, # the aggregate unutilized amount of the Multicurrency Commitments, # the Revolving Credit Exposure, # the Multicurrency LC Exposure, # the Covered Debt Amount and # the Borrowing Base or the Value or the fair market value of any Portfolio Investment, the outstanding principal amount of any Borrowing or Letter of Credit that is denominated in any Foreign Currency or the Value or the fair market value of any Portfolio Investment that is denominated in any Foreign Currency shall be deemed to be the Dollar Equivalent of the amount of the Foreign Currency of such Borrowing, Letter of Credit or Portfolio Investment, as the case may be, determined as of the date of such Borrowing or Letter of Credit (determined in accordance with the last sentence of the definition of the term “Interest Period”) or the date of valuation of such Portfolio Investment, as the case may be. Wherever in this Agreement in connection with a Borrowing or Loan an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing or Loan is denominated in a Foreign Currency, such amount shall be the relevant Foreign Currency Equivalent of such Dollar amount (rounded to the nearest 1,000 units of such Foreign Currency).

Title Generally. Each of the Borrower and its Subsidiaries has good title to, or valid leasehold interests in, all its real and personal property material to its business, except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes.

Vesting Generally. Subject to the provisions of [Sections 2 through 5] of this Agreement, twenty-five percent (25%) of the Restricted Stock Units will vest and become non-forfeitable on each of the first four anniversaries of the Grant Date, but only if Grantee remains employed by Arrow (or one of its Subsidiaries or Affiliates) on the applicable anniversary. Except as provided in Section 5 of this Agreement, within thirty days after Restricted Stock Units vest, each vested Restricted Stock Unit shall be settled by delivery of one Share. Any fractional Restricted Stock Units shall be rounded to the nearest whole number. Delivery of Shares within the applicable grace periods permitted by Section 409A of the Code shall be deemed made on the scheduled payment date.

Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection # below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows: