Without limiting the provisions of Section. 9.03, Level 3 and the Borrower shall reimburse the Collateral Agent for all reasonable out-of-pocket costs and expenses, including the reasonable fees, charges and disbursements of counsel, incurred by it in connection with any action contemplated by this Section.
Without limiting the provisions of Section. 28.1, Landlord shall have the right at any time during the Term, upon not less than ninety (90) days prior written notice (a “Relocation Notice”) to Tenant (except in the case of the acquisition or condemnation of any parcel (or parcels) of Land and the Improvements located thereon, in which case such Relocation Notice may be given at any time prior to the date of the vesting of title), to substitute a parcel (or parcels) of land and improvements designated by Landlord (each, a “Substitute Premises”), for any parcel (or parcels) of Land and the Improvements located thereon demised under this Lease (each, a “Withdrawn Premises”), and to remove Tenant from such Withdrawn Premises and relocate Tenant to such Substitute Premises, at Landlord’s expense, provided that each Substitute Premises shall be substantially similar to the Withdrawn Premises in respect of its location, square foot area, general utility for the Permitted Uses, and adequacy of parking and access (including access by motor vehicle and rail), all as determined by Tenant in its reasonable judgment. If Landlord relocates Tenant to any one or more Substitute Premises, this Lease and each of its terms, covenants and conditions shall remain in full force and effect and shall be deemed applicable to such Substitute Premises, and such Substitute Premises shall thereafter be deemed to be part of the Premises as though Landlord and Tenant had entered into an express written amendment of this Lease with respect thereto. Notwithstanding the foregoing provisions of this Section 28.2, in the event that the Impositions payable by Tenant with respect to a Substitute Premises shall exceed the Impositions paid by Tenant with respect to the related Withdrawn Premises, such excess shall not be a basis for such Substitute Premises to be or be deemed unsatisfactory to Tenant, and Tenant shall be solely responsible for (and Landlord shall have no obligation to reimburse Tenant for) the amount by which such Impositions exceed the Impositions paid by Tenant with respect to the Withdrawn Premises.
Without limiting the provisions of Section. 3.7.1, the Parties acknowledge and agree that, other than as set out in Sections 5.4 and 12.3, Salix has no obligation to Develop or Commercialize any Licensed Product or any obligation to satisfy the conditions to the milestone payments set forth in Section 6.2 or to achieve any particular level of additional consideration or other payments (or additional consideration or other payments payable to Redhill under Section 6.3).”
Without limiting the provisions of Section. 11.1 of the Credit Agreement, Borrower and Guarantors agree to pay all out of pocket costs and expenses (including without limitation reasonable fees and expenses of any counsel, financial advisor, industry advisor and agent for Lender) incurred before or after the date hereof by Lender and its affiliates in connection with the preparation, negotiation, execution, delivery and administration of this Agreement and the Loan Documents.
Without limiting the provisions of Section. 8 of the Capital Call Agreement, each of the parties hereto acknowledges and agrees that the Credit Agreement may be amended, modified or changed or any conditions to the incurrence of one or more Growth Capital Revolving Loans thereunder waived (in each case without requiring any notice to or consent from any party to this Capital Call Agreement), even if the effect thereof is to increase the obligations of the Designated Capital Call Investors pursuant to the Capital Call Agreement as a result of an increase to the Capital Call Amount in accordance with the definition thereof contained in the Capital Call Agreement or the addition of one or more Category III Capital Call Event Test Periods as a result thereof.
Without limiting the provisions of Section. 3.2, but in order to clarify some of the more important unilateral rights retained by City management, the City shall have the following unilateral management rights which it may exercise in its sole discretion:
Without limiting the provisions of Section. 9.05, the Borrower shall reimburse the Administrative Agent, the Collateral Agent and the Lenders upon demand for all costs and expenses, including attorneys fees and disbursements and the allocated costs and disbursements of internal legal counsel, incurred by any of them in connection with any action contemplated by this Section 9.18.
Without limiting the provisions of Section. 7.1(a), except as set forth in Section 7.1(b) of the PIC Disclosure Letter, PIC covenants and agrees that, except as expressly provided in this Agreement or as required to comply with applicable Law, or with the prior written consent of Parent, from and after the date of this Agreement and prior to the Closing, PIC shall not, and shall not permit any of its Subsidiaries to:
Without limiting the provisions of Section. 11.3, Borrower will reimburse Lender for all out-of-pocket fees, costs and expenses incurred by Lender in connection with such release (including, without limitation, the reasonable fees and expenses of Lender's counsel), including without limitation all such fees, costs or expenses for reviewing the request for such release and the documentation required to be submitted by Borrower to obtain the release, and whether or not Lender determines that the above conditions are satisfied. In addition, all out-of-pocket costs and expenses related to such release shall be paid by Borrower, including (but not limited to) reconveyance fees of the trustee, title insurance fees, recording fees, transfer taxes and other expenses.
Without limiting the provisions of Section. 6.1.2, from the date hereof through the Closing Date, except as otherwise expressly permitted by this Agreement or as otherwise consented to by Buyer in writing, Seller shall not:
