Generally. This Credit Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided that none of the Borrowers may assign and transfer any of its interests, rights or obligations under any Credit Document (except as permitted by [Sections 8.4 or 8.5]5]) without the prior written consent of the Administrative Agent and all of the Lenders (and any attempt at such assignment or transfer without such consent shall be null and void); and provided further that the rights of each [[Organization A:Organization]] to transfer, assign or grant participations in its rights and/or obligations hereunder shall be limited as set forth in subsections [(b) and (c) of this Section 11.3]. Notwithstanding the above (including anything set forth in subsections [(b) and (c) of this Section 11.3]), nothing herein shall restrict, prevent or prohibit any [[Organization A:Organization]] from # pledging or assigning a security interest in its rights hereunder or under its Notes, if any, to secure obligations of such [[Organization A:Organization]], including any pledge or assignment to a Federal Reserve Bank in support of borrowings made by such [[Organization A:Organization]] from such Federal Reserve Bank; provided that no such pledge or assignment shall release a [[Organization A:Organization]] from any of its obligations hereunder or substitute any such pledgee or assignee for such [[Organization A:Organization]] as a party hereto, or # granting assignments or participations in such [[Organization A:Organization]]’s Loans and/or Commitments hereunder to its parent company and/or to any Affiliate of such [[Organization A:Organization]] or to any existing [[Organization A:Organization]] or Affiliate thereof. Nothing in this Credit Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection # of this Section and, to the extent expressly contemplated hereby, the officers, directors, employees, agents and Affiliates of each of the Administrative Agent, the Issuing Lenders and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Credit Agreement.

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

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 described in Section 6.2, 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, Debt of Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 on financial liabilities shall be disregarded.

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 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.

Good Title. Each Shareholder is the record and beneficial owner, and has good and marketable title to YourSpace Shares being exchanged by such Shareholder pursuant to this Agreement as set forth on Exhibit A, with the right and authority to sell and deliver such YourSpace Shares to the Company as provided herein. Upon registering of the Company as the new owner of such YourSpace Shares in the share register of YourSpace, the Company will receive good title to such YourSpace Shares, free and clear of all Liens.

Title Covenant. Within thirty (30) days of the date of this Waiver Agreement (or such longer period as agreed by the ​ in their reasonable discretion), the Company shall satisfy the conditions set forth in [Section 4(h)(iv)] of the Note with respect to the Additional Land and the Additional Mortgage.

Title; Responsibilities. During the Employment Period, the Executive will serve as the Senior Vice President, External Relations and Regulatory Affairs of DeVry Group and will have the normal duties, responsibilities and authority of that position, subject to the power of the CEO to expand or limit such duties, responsibilities and authority; provided, however, at all times, Executive’s duties, responsibilities and authority shall be commensurate with such duties, responsibilities and authority held by executives in comparable positions in corporations of similar size and scope to DeVry Group in DeVry Group’s industry. The Executive shall report to the CEO or the CEO’s designee. In this trusted, executive position, the Executive will be given access to DeVry Group’s Confidential Information. The Executive shall comply in all material respects with all applicable laws, rules and regulations relating to the performance of the Executive’s duties and responsibilities hereunder, including DeVry Group’s Code of Business Conduct and Ethics.

Title Insurance. The Agent shall have received the Title Insurance Policies in respect of the Properties, each issued by the Title Company and dated as of the Closing Date. The Title Insurance Policy with respect to each Property shall be in the forms attached as [Exhibits C-1]1] through C-15 to the Escrow Instructions Letter. Each Title Insurance Policy shall be assignable, to the extent permitted under applicable state law. The Agent also shall have received evidence that all premiums in respect of each Title Insurance Policy have been paid.