[Schedule 2.21] of the Company Schedules sets forth a complete and accurate list of all Material Company Contracts in effect on the date of this Agreement, specifying the parties thereto. As used herein, the term “Company Contracts” means all legally binding contracts, agreements, leases, mortgages, indentures, notes, and bonds, whether written or oral, to which the Company or any of its Subsidiaries is a party or by or to which any of the properties or assets of the Company or any of its Subsidiaries may be bound (including without limitation notes for borrowed money payable to the Company or any of its Subsidiaries), and the term “Material Company Contracts” means each of the following Company Contracts:
[Schedule 2.26(a)] of the Company Schedules sets forth the development and testing phase for each Company Product. To the Company’s knowledge, all Company Products are being and have been researched, developed, designed, manufactured, tested, prepared, assembled, packaged, labeled, stored, processed, distributed, and marketed in material compliance with all applicable Health Care Regulatory Laws, including those rules and regulations enacted by any federal, state, or foreign Governmental Entity relating to investigational use, premarket clearance or approval, good laboratory practice, good tissue practice, good clinical practice, good manufacturing practice, labeling, advertising, promotion, recordkeeping, filing of reports, and security.
Amended Schedule. The applicable Attribute Schedule or Tax Benefit Schedule for any Taxable Year may be amended from time to time by the Corporation # in connection with a Determination affecting such Schedule, # to correct inaccuracies in the Schedule identified after the date the Schedule was provided to the TRA Party Representative, # to comply with the Expert’s determination under the Reconciliation Procedures, AmericasActive:18057467.3
[Schedule 3.1(d)] to the Participation Agreement is hereby deleted in its entirety and replaced with the [Schedule 3.1(d)] attached hereto as [Annex A].
Delivery Schedule. The Deliverable Items hereunder shall be Delivered by the Contractor at the destinations indicated, on or before the dates specified, in the Delivery Schedule included in the Statement of Work. All Deliveries shall be made subject to inspection and acceptance in accordance with [Article 10.0].
[Schedule 2.6(a)] sets forth a list of all executory Contracts and unexpired leases to which, to the Knowledge of Sellers, any of Sellers is a party, and which are available to be included in the Assumed Contracts. From and after the Effective Date until 5:00 p.m. (prevailing Eastern Time) on the day before the Closing Date, Sellers shall make such additions or deletions to the Assumed Contracts and the Excluded Contracts as Purchaser shall request in writing, in its sole discretion; provided, however, to the extent that the Cure Amount required to be satisfied in order to assume and assign any Assumed Contract is determined after the date hereof to be greater than the amount set forth in [Schedule 2.3(b)], Sellers shall promptly notify Purchaser of such determination and Purchaser shall have until the date that is five (5) Business Days following the date of such determination to determine whether to assume such Assumed Contract or deem it an Excluded Contract by providing notice to Sellers in writing of such determination. All Contracts of Sellers that are not listed in [Schedule 2.6(a)] shall not be considered an Assumed Contract or Acquired Asset and shall be deemed “Excluded Contracts.”
[Schedule 5.4] contains (except as noted therein) complete and correct lists of: # the Companys Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary, # the Companys Affiliates, other than Subsidiaries, and # the Companys directors and senior officers.
This option will become exercisable (vest) as to 25% of the original number of Shares on the first anniversary of the Vesting Commencement Date (as defined below) and as to an additional 6.25% of the original number of Shares at the end of each successive quarter following the first anniversary of the Vesting Commencement Date until the fourth anniversary of the Vesting Commencement Date. On the fourth anniversary of the Vesting Commencement Date, this option will be exercisable as to all Shares. For purposes of this Agreement, Vesting Commencement Date shall mean .
[Schedule 4.12(a)] sets forth a true and complete list of all domestic, foreign or multinational # patents and patent applications, # trademark and service mark registrations and applications for registration thereof, # copyright, mask work, and design registrations and applications for registration thereof and # internet domain name registrations, in each case owned by a Seller Entity and included in the Acquired Intellectual Property (collectively, the “Registered Intellectual Property”). Each registration, filing, issuance and/or application in respect of each item of Registered Intellectual Property # has not been abandoned or canceled, # has been maintained by all requisite filings, renewals and payments, # remains in full force and effect and # is valid and enforceable.
[Schedule 4.14(a)] sets forth a complete and correct list of all Employee Benefit Plans that are sponsored, maintained or contributed by the Seller Entities for or on behalf of any of any current or former Employees, directors or officers, including any dependents or beneficiaries thereof and each Employee Benefit Plan in which any current Employees participate (each, a “Sellers Employee Benefit Plan”).
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