Capitalized Terms Contract Clauses (2,604)

Capitalized Terms. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Warrant.

Capitalized Terms. Capitalized terms used herein and not otherwise defined herein shall have the respective meaning set forth in the SPA.

Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.2. AMENDMENT OF INDENTURE. 2.1 Section 10.02(B) of the Indenture is hereby amended and restated in its entirety to read as follows:"Notwithstanding anything to the contrary contained in this Indenture, the aggregate obligations and exposure of each of Endo Luxembourg Finance Company II S.à r.l. and any other Guarantor established in Luxembourg which is not a direct or indirect parent of an...y Issuer (a "Luxembourg Guarantor") in respect of the obligations of the Issuers under the Notes, shall not exceed the maximum amount that can be hereby guaranteed by the relevant Luxembourg Guarantor without rendering such guarantee, as it relates to such Luxembourg Guarantor, voidable under applicable law relating to corporate benefit, fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. For the avoidance of doubt, this Section 10.02(B) does not apply to Endo Luxembourg Holding Company S.à r.l. and Endo Luxembourg Finance Company I S.à r.l."2.2 The Indenture is hereby amended by adding the paragraph at the end of Section 10.05 to read in its entirety as follows: 1 "Notwithstanding anything to the contrary contained in this Indenture, the Company shall not be entitled to the provisions of Sections 10.05(a) through 10.05(c) and Section 10.05(e)."3. NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Issuers or any Guarantor, as such, will have any liability for any obligations of the Issuers or the Guarantors under the Notes, the Indenture, this Supplemental Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.4. NEW YORK LAW TO GOVERN; WAIVER OF JURY TRIAL. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH OF THE ISSUERS AND THE GUARANTORS CONSENTS AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE OR U.S. FEDERAL COURT LOCATED IN THE BOROUGH OF MANHATTAN, CITY OF NEW YORK, COUNTY OF NEW YORK, STATE OF NEW YORK IN RELATION TO ANY LEGAL ACTION OR PROCEEDING (I) ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS INDENTURE, AS SUPPLEMENTED, THE NOTES, THE GUARANTEES AND ANY RELATED DOCUMENTS AND/OR (II) ARISING UNDER ANY U.S. FEDERAL OR U.S. STATE SECURITIES LAWS IN RESPECT OF THE NOTES, THE GUARANTEES AND ANY SECURITIES ISSUED PURSUANT TO THE TERMS OF THE INDENTURE, AS SUPPLEMENTED. EACH OF THE ISSUERS AND THE GUARANTORS WAIVES ANY OBJECTION TO PROCEEDINGS IN ANY SUCH COURTS, WHETHER ON THE GROUND OF VENUE OR ON THE GROUND THAT THE PROCEEDINGS HAVE BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH OF THE ISSUERS, THE TRUSTEE AND THE GUARANTORS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy (which may be provided via facsimile or other electronic transmission) shall be an original, but all of them together represent the same agreement. View More

Capitalized Terms. Capitalized terms not defined herein shall have the meaning ascribed to such terms in the Plan.

Capitalized Terms. Capitalized terms used in this Amendment No. 3 and not defined herein shall have the meaning given to them in the Employment Agreement.2. Amendment. Effective as of the Effective Date, a. Section 1(c) of the Employment Agreement is deleted in its entirety and replaced in full by the following:(c) Position and Duties. Executive shall serve as the Executive Vice President, Clinical Development of the Company based in the Company's Morrisville, North Carolina office, with such customary responsibil...ities, duties and authority normally associated with such position and as may from time to time be assigned to Executive by the Chief Operating Officer of the Company or the Board (as defined below). For clarity, Executive shall be responsible for the Company's operational delivery and financial performance of the following organizations: (1) global clinical development; (2) accelerated enrollment solutions and (3) early development services. Executive shall devote substantially all of Executive's working time and efforts to the business and affairs of the Company (which shall include service to its subsidiaries and affiliates) and shall not engage in outside business activities (including serving on outside boards or committees) without the consent of the Board, provided that Executive shall be permitted to (i) manage Executive's personal, financial and legal affairs, (ii) participate in trade associations and (iii) serve on the board of directors of not-for-profit or tax-exempt charitable organizations, in each case, subject to Section 5 and the Proprietary Information Agreement (as defined below) and provided that such activities do not interfere with Executive's performance of Executive's Exhibit 10.44duties and responsibilities hereunder. The Executive agrees to observe and comply with the rules and policies of the Company and its affiliates as adopted from time to time, in each case as amended from time to time, as delivered or made available to Executive (each, a "Policy").b. Section 2(a) is deleted in its entirety and replaced in full by the following:(a) Annual Base Salary. During the Term, Executive shall receive a base salary at a rate of $475,000 per annum (the "Annual Base Salary"), which shall be paid in accordance with the customary payroll practices of the Company. Such Annual Base Salary shall be reviewed and may be adjusted from time to time by the board of directors of the Company or an authorized committee thereof (in any case, the "Board"), provided that the Annual Base Salary may not be decreased without Executive's consent.c. Section 2(b) of the Employment Agreement is deleted in its entirety and replaced in full by the following:(b) Bonus. During the Term, Executive will be eligible to participate in the Company's Senior Executive Incentive Compensation Plan, as amended from time to time (the "SEICP"), or any successor plan. Executive's annual bonus compensation under the SEICP shall be targeted at 75% of the Annual Base Salary (the "Target Bonus Amount") and the annual bonus shall be based on the achievement of applicable Company and individual performance metrics set forth in or established under the SEICP. The payment of any bonus under this Section 2(b) (a "Bonus") shall be subject to Executive's continued employment with the Company through the date of payment; provided however that if Executive's employment shall terminate (other than as a result of the Company's termination of Executive's employment for Cause pursuant to Section 3(a)(iii) or as a result of Executive's resignation without Good Reason pursuant to Section 3(a)(vi) on or after January 1 of an applicable year, Executive shall be entitled to receive any earned but unpaid Bonus for the prior year pursuant to this Section 2(b).3. Entire Agreement. This Amendment No. 3 constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements or understandings, whether written or oral, relating to the same.4. Binding Effect. The Employment Agreement, as herein amended, shall continue in full force and effect. View More

Capitalized Terms. Capitalized terms used but not otherwise defined herein shall have the meaning assigned to them in the Agreement.

Capitalized Terms. Each capitalized term when used herein shall have the same respective meaning as is given such term in the Lease, unless expressly provided otherwise in this Second Amendment.

Capitalized Terms. Capitalized terms used but not otherwise defined herein shall have the same meaning as set forth in the Lease.

Capitalized Terms. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Credit Agreement.

Capitalized Terms. All capitalized terms used and not defined herein shall have the meanings given thereto in the Existing Plan.