Notwithstanding Section 11. 3.1.3, nothing in this Agreement shall prevent the accrual of Noncompliance Points for both the occurrence of a Noncompliance Event and the failure to notify the Authority of the same Noncompliance Event in accordance with this Agreement.
Notwithstanding Section 11. 14(a), no amendment, waiver or consent shall, unless in writing and signed by Agent in addition to Lenders required above to take such action, affect the rights or duties of Agent under this Agreement or any of the other Financing Agreements.
Notwithstanding Section 11. 5.1, the Parties acknowledge that Sorrento may be acquired or merge with a Third Party or acquire a Third Party during the Term of this Agreement (such transaction, the “Acquisition Transaction”, and such Third Party, the “Acquiror” or “Acquiree”). In such event, if the Acquiror or Acquiree was conducting a Competitive Program prior to the closing of such Acquisition Transaction, Sorrento shall not be deemed in breach of Section 11.5.1: [*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion.
Notwithstanding Section 11. 6.1, Sorrento shall be entitled to perform development activities with respect to any Competing Product in collaboration with Servier pursuant to the R&D Agreement.
Notwithstanding Section 11. 2.A but subject to the other limitations set forth in this Agreement, (i) any Class A Common Limited Partner other than the Operating Partnership shall be permitted to transfer, with the consent of the General Partner (which consent 51 may be given or withheld in the General Partner’s sole and absolute discretion), all or any portion of its Partnership Interest to the Operating Partnership, and (ii) any Class B Common Limited Partner shall be permitted to transfer, with the consent of the General Partner (which consent may be given or withheld in the General Partner’s sole and absolute discretion), all or any portion of its Partnership Interest.
Notwithstanding Section 11. 1 hereot:provided Subtenant is not in default hereunder beyond any applicable notice and cure period, Sublandlord agrees to reasonably cooperate with Subtenant, and to request that Owner perform the obligations of O\vner to Sublandlord under the Lease insofar as they relate to the Premises or to Subtenant's obligations under the Sublease, provided that Sublandlord shall have no obligation to commence any lawsuit, litigation, arbitration or other legal proceeding (collectively, a "Legal Proceeding") against Owner or take any action on Subtenant's behalf which would result in a default under the Lease or to make any payment to Owner or any third party or to otherwise incur any cost or expense in connection theJewith unless reimbursed by Subtenant. Subtenant shall reimburse Sublandlord within fifteen (15) business days as additional rent for any and all costs and expenses, including reasonable attorney's fees and costs, incuITed by Sublandlord in connection with any action taken on Subtenant's behalf at Subtenant's request, and shall indemnify and hold harmless Sublandlord, its officers, directors, members, affiliates, shareholders, agents and employees, from any loss, suit, claim or damage resulting therefrom. Anything herein to the contrary notwithstanding, (x) to the extent Sublandlord has expressly agreed hereunder to use commercially reasonable efforts to enforce for the benefit of Subtenant any of Owner's obligations to Sublandlord under the Lease and Owner has failed or refused to perfonn such obligations or (y) Owner has failed to perform its obligations under the Lease and such failure materially and adversely affects Subtenant's use and occupancy of the Premises, and Sublandlord has been unable, within a reasonabl e time after notice from Subtenant, to cause Owner to perfonn such obligations, and (a) Sublandlord reasonably determines that commencing a Legal Proceeding is the only reasonable alternative to cause Owner to perform such obligations and (b) Subtenant is not then in default hereunder beyond any applicable cure period, Sublandlord shall, at Subtenant's request, commence an appropriate Legal Proceeding against Ovmer using attorneys and experts selected by Sublandlord with the approval of Subtenant (such approval not to be unreasonably withheld or delayed), or, in Sublandlord's sole discretion, permit Subtenant to commence such Legal Proceeding on Subtenant's own behalf, provided that if Subtenant notifies Sublandlord that Subtenant is reaso...
Notwithstanding Section 11. 4.1 to the contrary, Tenant shall not have the right to contest or to require Landlord to contest any tax assessment, valuation or levy against the Project without Landlord’s prior written consent with respect to any Calendar Year which is a part of a tax cycle in which the duration of such tax cycle exceeds the remaining Term of this Lease (i.e., where the consequences of such contest may affect periods after the expiration of the Term), and in such event, the provisions of Section 11.4.2, above, shall apply.
Notwithstanding Section 11. 1 and Section 11.2, a Party may request the other Party by email to the individuals specified in Exhibit A (Details of the Parties): (a) to acknowledge receipt of a notice or other communication sent; and (b) to expressly waive the delivery required by Section 11.1, in which case the notice or other communication will be deemed to have been received one Business Day after the date on which the notice or other communication was initially transmitted by email in accordance with this Section 11.3 but only if the requested acknowledgement and waiver is provided by reply email. No Party shall unreasonably delay, condition, or withhold any requested acknowledgement and waiver pursuant to this Section 11.3.
Notwithstanding Section 11. 07(a), neither Holdings nor any Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender.
Notwithstanding Section 11. 4(a), a Party may assign its rights and interests under this Agreement to an entity that is its Affiliate as of the date of such assignment; provided that the assigning Party executes a written guaranty, in form and substance reasonably acceptable to the other Party, guaranteeing the full and timely performance of the assigning Party’s responsibilities and obligations hereunder by the assignee and the assignee agrees to be bound by all obligations of the assigning Party hereunder, including the obligations set forth in this Section 11.4.
