Subject to [Section 4.1(c), KU]U] shall provide Alkermes with ​. These forecasts will be revised and extended in each succeeding Quarter.

Subject to [Section 4.02(c)], effective as of the Distribution Time, the applicable member of the Madewell Group shall assume and thereafter be responsible for all Liabilities of either Group that may result from the Madewell Assumed Actions and, subject to [Section 5.04(c)], all Liabilities and fees and costs relating [[Organization B:Organization]] defense of the Madewell Assumed Actions, including attorneys’, accountants’, consultants’ and other professionals’ fees and expenses that have been incurred prior [[Organization B:Organization]] Distribution Time and are unpaid as of or after the Distribution Time, or, that are incurred on or after the Distribution Time. “Madewell Assumed Actions” means # those Actions commenced by a third party primarily related [[Organization B:Organization]] Madewell Business, including those in which any member of the J.Crew Group or any Affiliate of a member of the J.Crew Group is a defendant or the party against whom the claim or investigation is directed that are primarily related [[Organization B:Organization]] Madewell Business and # all Actions commenced by a third party that Madewell has elected to control the defense of as the Indemnifying Party pursuant to [Section 5.04(b)]. If any member of the J.Crew Group has any rights or claims against a Third Party insurer or other Third Party in connection with or relating to any Madewell Assumed Action, such member shall, subject to Section 2.03, transfer and assign [[Organization B:Organization]] applicable member of the Madewell Group all such rights or claims and cooperate with the Madewell Group in connection with the enforcement and collection thereof. For the avoidance of doubt, effective as of the Distribution Time, # Madewell shall be entitled to all recovery, rights, claims, credits, causes of action, payments, awards and rights of set-off, in each case, with respect [[Organization B:Organization]] Madewell Assumed Actions and # each member of the Madewell Group shall be unconditionally and forever discharged and released from any and all Liabilities of or relating [[Organization B:Organization]] J.Crew Assumed Actions. J.Crew hereby agrees to transfer or pay, and to cause any applicable member of the J.Crew Group to transfer or pay, to Madewell any such recovery, rights, claims, credits, causes of action, payments, awards and rights of set-off as promptly as possible.

Subject to [Section 4.16(b)] below, Borrower will promptly pay (or cause to be paid) when due all bills and costs for labor, materials, and specifically fabricated materials incurred in connection with the Property (any such bills and costs, a “Work Charge”) and never permit to exist in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests created hereby and by the Security Instrument, except for the Permitted Encumbrances.

Subject to [Section 4.4] hereof, if the Lender determines for any reason that adequate and reasonable means do not exist for determining the CDOR Rate for any requested CDOR Interest Period with respect to a proposed CDOR Loan Advance, or that the CDOR Rate for any requested CDOR Interest Period with respect to a proposed CDOR Loan Advance does not adequately and fairly reflect the cost to the Lender of funding such CDOR Loan Advance, the Lender will promptly so notify the Borrower. Thereafter, the obligation of the Lender to make or maintain CDOR Loan Advances shall be suspended until the Lender revokes such notice. Upon receipt of such notice, the Borrower may, upon two Business Days’ prior written notice to the Lender, revoke any pending request for a borrowing, conversion or continuation of CDOR Loan Advances and, unless the Lender receives such revocation notice not less than two Business Days’ prior to the applicable proposed date for the CDOR Loan Advance, the Borrower will be deemed to have converted such request into a request for a borrowing of Prime Rate Loan Advances in the amount specified therein.

Subject to [Section 4.1(b)] and [Section 4.5], the Executive shall be eligible to receive an offer of Severance Benefits, as described in [Section 4.2], only if Executive experiences a Qualifying Termination. For purposes of this Agreement, a “Qualifying Termination” means an involuntary termination of the Executive’s employment by the Company without Cause at any time outside of the Protection Period. For the avoidance of doubt, a Qualifying Termination shall not include any of the following events: # a voluntary termination of employment by the Executive for any reason, # an involuntary termination of the Executive’s employment by the Company for Cause, # termination of the Executive’s employment due to mandatory retirement under the Company’s applicable policies (if any), or # termination of the Executive’s employment due to the Executive’s death or Disability.

Subject to [Section 4.4(b)] of the Company Disclosure Schedule, no waiver, Order, Permit or declaration or filing with, or notification to, any Person (under any Contract or otherwise) or Governmental Body is required on the part of Seller or the Acquired Companies in connection with the consummation of the Transactions, other than # such waivers, Orders, Permits the failure of which to obtain from, or declarations, filings or notifications the failure of which to make to, any Governmental Body would not reasonably be expected, individually or in the aggregate, to have a material effect on the Acquired Companies and # filings necessary to evidence the release of any Liens to be released in connection with the Closing.

Subject to [Section 4.07(g)], the Investor Director Designee shall be invited to, provided notice of and materials for all meetings of the Board substantially in the same manner (including with respect to timing and content) as other non-executive Directors.

Subject to [Section 4.5(a)] above, each Participant shall designate the investment(s) in which the Participant’s Account(s) shall be deemed to be invested for purposes of determining the Account’s Earnings and value of the Participant’s Accrued Benefit. The Employer will accept direction from each Participant on a written election form or by other means that the Employer may require pursuant to conditions, limitations and other provisions established by the Employer. The Employer may establish procedures relating to Participant direction of investment under this [Section 4.5], including the establishment of a list of investments or funds selected by the Employer from which the Participant may choose for the deemed investment of the amounts allocated to the Participant’s Account(s).

Subject to ‎[Section 4.07], each Party (the “Receiving Party”) agrees to hold, and to cause its Representatives, including for the avoidance of doubt underwriters or other parties providing financing to such Party, to hold in strict confidence, with at least the same degree of care that applies to its confidential and proprietary information pursuant to its policies in effect as of the Effective Date, all information with respect to the other Party (the “Providing Party”) that is accessible to it, in its possession (including information in its possession prior to the Effective Date) or furnished by the Providing Party or its Representatives, or accessible to, in the possession of, or furnished to the Receiving Party or its Representatives pursuant to this Agreement or otherwise, including as a result of the Receiving Party’s Representatives serving on the Board, except, in each case, to the extent that such information is or becomes part of the public domain through no breach of this Agreement by the Receiving Party or its Representatives, was independently developed following the Effective Date by the Receiving Party or its Representatives who have not accessed or otherwise received the applicable information; provided that such independent development can be demonstrated by competent, contemporaneous written records of the Receiving Party, or became or becomes available to the Receiving Party following the Effective Date on a non-confidential basis from a third Party who is not bound directly or indirectly by a duty of confidentiality to the Providing Party. The Parties acknowledge that they may have in their possession confidential or proprietary information of third Parties that was received under confidentiality or non-disclosure agreements with such third Party. The Parties will hold in strict confidence the confidential and proprietary information of third Parties to which they have access in accordance with the terms of any such agreements.

Subject to [Section 4.2], # the Parties recognize that the plans for the development of the Service Area Properties set forth in the Development Plans, as well as all information provided by Producer to [[AW:Organization]] regarding its intentions with respect to the development of the Service Area Properties, are subject to change and revision at any time at the discretion of Producer, and that such changes may impact the timing, configuration, and scope of the planned activities of [[AW:Organization]], and # the exchange of such information and any changes thereto shall not give rise to any rights or liabilities as between the Parties except as expressly set forth in this Agreement, and [[AW:Organization]] shall determine at its own risk the time at which it begins to work on and incur costs in connection with particular projects to expand its facilities or capacities, including the construction or installation of Water Facilities and the acquisition of rights of way, equipment, and materials necessary or desirable in connection therewith. Without limiting the generality of the foregoing, and notwithstanding anything to the contrary in this Agreement, Producer has no obligation to [[AW:Organization]] under this Agreement to develop or produce any Hydrocarbons from the Service Area Properties or to pursue or complete any drilling or development on the Service Area Properties, whether or not envisioned in the Development Plan.