Example ContractsClausesSubject to [Section 8
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Subject to [[Section 8.3(a)(ii), SGI]I]]I] will be solely responsible for all costs and expenses incurred by or on behalf of SGI in the Commercialization of Products in the Licensed Territory.

Subject to [Section 8.07], if on or prior to the first day of any Interest Period for any Term Benchmark Loans, # the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or the EURIBO Rate, as applicable, cannot be determined pursuant to the definition thereof, or # the Majority Banks determine that for any reason in connection with any request for a Term Benchmark Loan, or a conversion thereto or a continuation thereof that Adjusted Term SOFR or the EURIBO Rate, as applicable, for any requested Interest Period with respect to a proposed Term Benchmark Loan, as applicable, does not adequately and fairly reflect the cost to such Banks of making and maintaining such Loan, and the Majority Banks have provided notice of such determination to the Administrative Agent, then upon prompt notice thereof by the Administrative Agent to the Borrowers and each Bank, # each Term Benchmark Loan made by such Bank will automatically, upon such demand, # if such Term Benchmark Loan is denominated in dollars, be converted into an ABR Loan and # if such Term Benchmark Loan is denominated in euros, be exchanged into an Equivalent amount of dollars and be converted into an ABR Loan and # any obligation of the Banks to make Term Benchmark Loans denominated in dollars or euros, as applicable, and any right of any Borrower to continue Term Benchmark Loans denominated in dollars or euros, as applicable, or to convert ABR Loans to Term Benchmark Loans denominated in dollars, shall be suspended (to the extent of the affected Term Benchmark Loans, or affected Interest Periods) until the Administrative Agent revokes such notice.

Subject to [Section 8.04(a)(ii)], the Credit Parties shall jointly and severally indemnify each Bank and the Administrative Agent for the full amount of Indemnified Taxes (including, without limitation, any Indemnified Taxes imposed or asserted by any jurisdiction on amounts payable under this [Section 8.04]) paid by such Bank or the Administrative Agent (as the case may be) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. This indemnification shall be made within 30 days from the date such Bank or the Administrative Agent (as the case may be) makes demand therefor, setting forth a complete explanation and calculation thereof. If any such indemnification is made, such Bank will, at the Credit Parties’ reasonable request and expense, contest such Indemnified Taxes in good faith; provided that such Bank shall not be required to continue any such contest if in the opinion of its counsel there is both # a reasonable doubt that such contest will be successful and # a reasonable possibility that the continuation thereof will adversely affect the resolution of other tax issues affecting such Bank. If any such contest is successful, such Bank will remit to the Credit Parties the amount recovered (but not more than the amount of the indemnification paid by the Credit Parties).

[Section 8.16] of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:

[Section 8.4] of the Existing Credit Agreement is hereby amended by # deleting “and” at the end of subclause (e), (ii) re-lettering subclause # as subclause [(g) and (iii)])])] adding new subclause # as follows:

[Section 8.1] of the Agreement is hereby deleted in its entirety and replaced with the following:

[Section 8.8] of the Credit Agreement is hereby amended to delete the following sentence from the last paragraph thereof:

[Section 8.6] (Other Agreements). [Section 8.6] of the Loan Agreement hereby is amended and restated in its entirety to read as follows:

[Section 8.3.3] of the Project Statement is revised to add “(except as provided below)” after “non-sublicensable”.

[Section 8.3.3.4] is revised to read as follows:

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