Notwithstanding Section 4. 1.1 above, in accordance with the provisions of the Plan, if the Optionee dies while employed by the Corporation or a Subsidiary of the Corporation (or dies within a period of one month after ceasing to be an employee for any reason other than Disability or within a period of one year after ceasing to be an employee by reason of Disability), the unexercised portion of any Option held by such Optionee at the time of death will become immediately vested and will be exercisable until terminated in accordance with Section 4.3 below.
Notwithstanding Section 4. 2.1 of this Agreement, PHIEA may immediately terminate this Agreement if Enrollment Assister has breached a material term of this Agreement and PHIEA determines or reasonably believes that cure is not possible.
Notwithstanding Section 4. 1.4, neither Party will have any authority or right to amend or modify the Research Plan, the Development Candidate Identification Plan, the Clinical Development Plan or the Technology Transfer Plan in any manner that would materially expand the scope of the other Party’s obligations, including the amount, type or timing of any payments which a Party is obligated to make to the other Party or to any Third Party pursuant to any such plan, and/or materially delay the projected timelines thereunder. Notwithstanding anything herein to the contrary, the JSC will not have any authority or right (a) to modify, amend or waive any term or condition of this Agreement, (b) to determine any issue in a manner that would conflict with any term or condition of this Agreement, or (c) to make any determination that any Party is in breach of this Agreement. Except as otherwise expressly stated in this Agreement, the JSC will have no decision-making authority and will act as a forum for sharing information about the activities conducted by the Parties hereunder and as an advisory body, in each case only on the matters described in, and to the extent set forth in, this Agreement.
Notwithstanding Section 4. 5.3, in the case of any recapture of any Tax Credits resulting from the sale, exchange, transfer or assignment of any Units, the Limited Partners holding such Units prior to the sale, exchange, transfer or assignment shall indemnify the Partnership and the Partners not transferring their Units for the consequences of such recapture in the proportion in which such transferred Units shared the Tax Credits.
Notwithstanding Section 4. 5.1, in the event that a Manufacturing Party participates or assists a third party in any challenge to the validity or enforceability of any Patent in the `022 Patent Family or the Ramsxx Xxxent Family, as the case may be, in violation of Section 4.1 or 4.2, as applicable, or the corresponding sections in the respective sublicense agreement, if applicable, Aclara or Caliper, as the case may be, may immediately terminate such Manufacturing Party's sublicense, if any, or take any of the other actions otherwise restricted in subsections 4.5.1(a), (b) or (c) above.
Notwithstanding Section 4. 1.1 above, in accordance with the provisions of the Plan, the Option granted under this Option Agreement shall become immediately exercisable upon the occurrence of a Change in Control (as defined in Section 10 below) if the Optionee is an employee of the Corporation or any Subsidiary on the date of the consummation of such Change in Control.
Notwithstanding Section 4. 3 above, the parties agree that the conduct and grading of civil service examinations (as related to the City of Barberton Civil Service Commission), the establishment of eligible lists from examinations, the original appointments from the eligible lists, and promotional examinations and appointments shall continue to be governed by City Charter, local statutes, ordinances, and the Civil Service Commission Rules and Regulations of the City of Barberton, as may be applicable.
Notwithstanding Section 4. 1.3, in the event Sophiris at its sole discretion postpones the performance of certain Services, the following postponement fees shall apply: Number of [*…***…] between receipt of postponement notice in writing by BI RCV and commencement of Services […***…] (“Postponement Fee”) […***…] […***…] […***…] […***…] […***…] […***…]
Notwithstanding Section 4. 1.1 above, in accordance with the provisions of the Plan, if the Optionee dies while serving as a Non-Employee Director of the Corporation or a Subsidiary of the Corporation (or dies within a period of one month after termination of his service as a Non-Employee Director for any reason other than Disability or within a period of one year after termination of his service as Non-Employee Director by reason of Disability), the unexercised portion of any Option held by such Optionee at the time of death will become immediately vested and will be exercisable until terminated in accordance with Section 4.3 below.
Notwithstanding Section 4. 12.1, the Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, acting reasonably, have a material adverse impact on the Indemnified Party;
