Environmental Protection (i) Except as set forth in Schedule 9 attached hereto, neither the Borrower nor any of its Restricted Subsidiaries nor any of their respective Real Property or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (A) any Environmental Law, (B) any Environmental Claim or (C) any Hazardous Materials Activity;
(ii) Neither the Borrower nor any of its Restricted Subsidiaries has received any letter or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9604) or any comparable state law;
(iii) There are no and, to the Borrower’s knowledge, have been no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against the Borrower or any of its Restricted Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Materially Adverse Effect;
(iv) Neither the Borrower nor any of its Restricted Subsidiaries, nor, to the Borrower’s knowledge, any predecessor of the Borrower or any of its Restricted Subsidiaries has filed any notice under any Environmental Law indicating past or present Release of Hazardous Materials on any Real Property, and neither the Borrower nor any of its Restricted Subsidiaries’ operations involves the generation, transportation, treatment, storage or disposal of hazardous waste (other than hazardous waste generated in the ordinary course of business, and which is not reasonably likely to materially adversely affect the Real Property or have a Materially Adverse Effect), as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and
(v) Compliance with all current requirements pursuant to or under Environmental Laws will not, individually or in the aggregate, have a reasonable possibility of giving rise to a Materially Adverse Effect. Notwithstanding anything in this Section 4.1(z) to the contrary, to the knowledge of Borrower or any of its Restricted Subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower or any of its Restricted Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had or could reasonably be expected to have a Materially Adverse Effect.
Alcohol and Drug-Free Workplace City reserves the right to deny access to, or require Contractor to remove from, City facilities personnel of any Contractor or subcontractor who City has reasonable grounds to believe has engaged in alcohol abuse or illegal drug activity which in any way impairs City’s ability to maintain safe work facilities or to protect the health and well-being of City employees and the general public. City shall have the right of final approval for the entry or re-entry of any such person previously denied access to, or removed from, City facilities. Illegal drug activity means possessing, furnishing, selling, offering, purchasing, using or being under the influence of illegal drugs or other controlled substances for which the individual lacks a valid prescription. Alcohol abuse means possessing, furnishing, selling, offering, or using alcoholic beverages, or being under the influence of alcohol.
Legal Protection The insurance covers expenses for lawyers, courts, experts, and witnesses when the owner, user or driver is a party to a dispute concerning the driving of the vehicle covered by this insurance. Such coverage only applies to disputes that arise during the insurance period. Legal aid coverage is a reimbursement scheme, which gives the right to compensation for reasonable and necessary documented expenses in such disputes that are covered by the insurance. The coverage applies to disputes that can be brought before the ordinary courts. The insurance company or Omocom will not in any way participate in or be a party to the dispute. The insured can choose a lawyer or registered legal assistant to assist in the dispute. If there are several parties on the same side in the same dispute, the insurance company or Omocom may demand that they use the same legal assistance. Always contact Omocom before making any commitments relating to a dispute. The insurance company or Omocom must be informed in writing as soon as possible and no later than one year after a dispute has arisen and a lawyer/registered legal assistant has been engaged. The insurance covers a maximum of 20 000 EUR. For disputes against the insurer, legal aid is covered by a maximum of 2 500 EUR. The insurance does not apply for disputes between the owner and the renter.
PATENT PROTECTION 10.1. LICENSEE shall be responsible for all past, present and future costs of filing, prosecution and maintenance of all United States patent applications contained in the LICENSED PATENTS. Any and all such United States patent applications, and resulting issued patents, shall remain the property of YALE.
10.2. LICENSEE shall be responsible for all past, present and future costs of filing, prosecution and maintenance of all foreign patent applications, and patents contained in the LICENSED PATENTS in the countries outside the United States in the LICENSED TERRITORY selected by YALE and agreed to by LICENSEE. All such applications or patents shall remain the property of YALE.
10.3. If LICENSEE does not agree to pay the expenses of filing, prosecuting or maintaining a patent application or patent in any country outside the United States, or fails to pay the expenses of filing, prosecuting or maintaining a patent application or patent in the United States, then the LICENSE with respect to such patent application or patent shall terminate automatically with respect to that country.
10.4. The costs mentioned in Sections 10.2 and 10.3 shall include, but are not limited to, any past, present and future taxes, annuities, working fees, maintenance fees, renewal and extension charges. Payment of such costs shall be made, at YALE’s option, either directly to patent counsel or by reimbursement to YALE. In either case, LICENSEE shall make payment directly to the appropriate party within thirty (30) days of receiving its invoice. If LICENSEE fails to make payment to YALE or patent counsel, as appropriate, within the thirty (30) day period, LICENSEE shall be charged a five percent (5%) surcharge on the invoiced amount per month or fraction thereof or such other amount (higher or lower) as may be charged by patent counsel. Failure of LICENSEE to pay the surcharge shall be grounds for termination by YALE under Section 13.1 as and to the extent the same constitutes a TERMINATION EVENT.
10.5. All patent applications under the LICENSED PATENTS shall be prepared, prosecuted, filed and maintained by independent patent counsel chosen by YALE and reasonably acceptable to LICENSEE. Said independent patent counsel shall be ultimately responsible to YALE. LICENSEE shall have the right to retain, at its own expense, separate patent counsel to advise LICENSEE regarding such patent matters. YALE shall instruct its patent counsel to keep YALE, LICENSEE and LICENSEE’s patent counsel, if any, fully informed of the progress of all patent applications and patents, and to give both YALE and LICENSEE reasonable opportunity to comment on the type and scope of useful claims and the nature of supporting disclosures and other matters in the course of patent prosecution and maintenance. YALE will not finally abandon any patent application for which LICENSEE is bearing expenses without LICENSEE’s consent. In making its decisions regarding patent matters YALE shall (1) give due regard to the advice of its patent counsel, (2) instruct its patent counsel to consider any advice offered by LICENSEE’s patent counsel, if any, and (3) conduct such preparation, prosecution and maintenance of patent applications and patents in a manner that is commercially reasonable and with a view to assisting LICENSEE in complying with its obligations under this AGREEMENT and to facilitate LICENSEE’s ability to commercialize PRODUCTS IN CLASS and/or LICENSED METHODS for which royalties will be payable by LICENSEE under Section 6.1. YALE shall have no liability to LICENSEE for damages, whether direct, indirect or incidental, consequential or otherwise, allegedly arising from its good faith decisions, actions and omissions taken in compliance with this AGREEMENT in connection with such patent prosecution.
10.6. LICENSEE shall ▇▇▇▇, and shall require SUBLICENSEES to ▇▇▇▇, all LICENSED PRODUCTS with the numbers of all patents included in LICENSED PATENTS that cover the PRODUCTS IN CLASS. Without limiting the foregoing, all PRODUCTS IN CLASS shall be marked in such a manner as to conform with the patent marking notices required by the law of any country where such PRODUCTS IN CLASS are made, sold, used or shipped, including, but not limited to, the applicable patent laws of that country.
Call Protection In the event all or any portion of the Loans (i) are repaid, prepaid, effectively refinanced or repriced pursuant to subsection 3.4 (other than subsection 3.4(b)(iii), 3.4(b)(iv), 3.4(c) or 3.4(f)) or through any waiver, consent or amendment (in connection with any waiver, consent or amendment to the Loans directed at, or the result of which would be, the lowering of the effective interest cost or the weighted average yield of the Loans or the incurrence of any debt financing having an effective interest cost or weighted average yield that is less than the effective interest cost or weighted average yield of the Loans) including, in each case, in connection with any exercise of the Borrower’s right to replace any Lender in accordance with subsection 3.12(c)) or (ii) become due and payable pursuant to subsection 8.1, in each case on or prior to September 27, 2014, such repayments, prepayments, refinancings or repricings will be made with a prepayment premium in an amount (the “Yield Maintenance Amount”) equal to the present value of the sum of (x) the Applicable Margin that would have been payable for the Eurodollar Rate applicable to the Loans plus (y) the greater of (1) the Eurodollar Rate “floor” (i.e. 1.25%) and (2) the Eurodollar Rate (assuming an Interest Period of three months in effect on the date on which the applicable notice of repayment, prepayment, repricing or refinancing is given), in each case calculated as a rate per annum on the amount of the principal of such Loans repaid, prepaid, refinanced or repriced from the date of such repayment, prepayment, refinancing or repricing until September 27, 2014 plus (z) the prepayment premium on the amount of the principal of such Loans repaid, prepaid, refinanced or repriced that would have been payable on such Loans had such repayment, prepayment, refinancing or repricing been made after September 27, 2014 but on or prior to September 27, 2015 (in each case, computed on the basis of actual days elapsed over a year of 360 days and using a discount rate equal to the Treasury Rate as of such prepayment date plus 50 basis points). After September 27, 2014, such repayments, prepayments, refinancings or repricings will be made with a prepayment premium in an amount equal to (x) 102.5% of the principal amount repaid, prepaid, refinanced or repriced if such repayment, prepayment, refinancing or repricing occurs after September 27, 2014, but on or prior to September 27, 2015 and (y) 101% of the principal amount repaid, prepaid, refinanced or repriced if such repayment, prepayment, refinancing or repricing occurs after September 27, 2015 but on or prior to September 27, 2016. No prepayment premium will be required after September 27, 2016.