Notwithstanding Section 8. 1.1, in the event the District determines that the Applicant has failed to Maintain a Viable Presence and provides written notice of termination, Applicant shall pay to District liquidated damages equal to the total of the District ad valorem taxes that would have been due from Applicant without the benefit of this Agreement for all of the years for which a Tax Limitation was granted pursuant to this Agreement, plus penalty and interest. Applicant shall be entitled to a credit for all payments made to the District pursuant to Article 3 and Article 4.
Notwithstanding Section 8. 2.1, the license granted hereunder to Licensee shall not terminate by reason of a delay in meeting the [***] milestone set forth in Section 8.1.1, to the extent that prudent business judgment, based on circumstances outside of Licensee's reasonable control, reasonably justifies such delay.
Notwithstanding Section 8. 3.1, on a Collaboration Target-by-Collaboration Target basis, if Kymera exercises the Kymera Opt-In Right with respect to a Collaboration Target, Sanofi’s fully burdened manufacturing cost for all Collaboration Compounds, Collaboration Candidates and Licensed Products Directed Against the relevant Collaboration Target will be shared by the Parties in accordance with the relevant Cost/Profit Sharing Agreement.
Notwithstanding Section 8. 6.1 of the Loan Agreement, Agent and Lenders hereby consent to Inventory and Equipment of New Guarantor being located temporarily at one or more locations of Seller which will not continue as operating locations of New Guarantor, for a period not to exceed 90 days after the date hereof, after which New Guarantor shall be required to comply with Section 8.6.1.
Notwithstanding Section 8. 4(a) above, if a Superior Acquisition Proposal (as defined herein) is made to the Seller and not withdrawn and the Board of Directors of the Seller determines in good faith, after consultation with outside counsel, that, in light of such Superior Acquisition Proposal, it is necessary to subsequently conduct Alternative Efforts (as defined herein) with respect to the person or group making the Superior Acquisition Proposal in order to fulfill its fiduciary duties to the Seller’s shareholders under applicable law, the Board of Directors of the Seller shall conduct such Alternative Efforts following receipt of the Superior Acquisition Proposal, but only after the fifth business day following Parent’s receipt of written notice advising Parent that the Board of Directors of the Seller intends to conduct such Alternative Efforts. During such five-day period, the Seller and its advisors shall negotiate in good faith with Parent to make such adjustments in the terms and conditions of this Agreement so that as adjusted the proposal of Parent would be superior to the Superior Acquisition Proposal, in light of all of the facts and circumstances, so that in the reasonable judgment of the Board of Directors of the Seller the Board of Directors would recommend that the Seller proceed with the transactions proposed by Purchaser on such adjusted terms. For purposes of this Agreement, “Superior Acquisition Proposal” shall mean shall mean an unsolicited, bona fide offer made by a third party to consummate any of the following transactions (x) a sale or other disposition by the Seller of all or substantially all of its assets or (y) the acquisition by any person or group (including by merger, exchange offer or issuance by the Seller) directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority of the voting power of the then outstanding shares of Seller Stock, on terms that the Board of Directors of the Seller determines in good faith to be more favorable to the Seller shareholders than the terms of the Asset Sale; provided, however, that any such offer shall not be deemed to be a Superior Acquisition Proposal if any financing required to consummate the transaction contemplated by such offer is not committed or is not likely in the reasonable judgment of the Seller’s Board of Directors to be obtained by such third party on a timely basis.
Notwithstanding Section 8. 01, a Qualified Marketmaker that acquires any Company Claims/Interests with the purpose and intent of acting as a Qualified Marketmaker for such Company Claims/Interests shall not be required to execute and deliver a Transfer Agreement in respect of such Company Claims/Interests if (a) such Qualified Marketmaker subsequently transfers such Company Claims/Interests (by purchase, sale assignment, participation, or otherwise) within five (5) Business Days of its acquisition to a transferee that is an entity that is not an affiliate, affiliated fund, or affiliated entity with a common investment advisor of the Qualified Marketmaker; (b) the transferee otherwise is a Permitted Transferee under Section 8.01; and (c) the Transfer otherwise is a Permitted Transfer under Section 8.01. To the extent that a Consenting Stakeholder is acting in its capacity as a Qualified Marketmaker, it may Transfer (by purchase, sale, assignment, participation, or otherwise) any right, title or interests in Company Claims/Interests that the Qualified Marketmaker acquires from a holder of the Company Claims/Interests who is not a Consenting Stakeholder without the requirement that the transferee be a Permitted Transferee.
Notwithstanding Section 8. 6.A above, if a Limited Partner has delivered to the General Partner a Notice of Redemption, then the General Partner may, in its sole and absolute discretion, (subject to the limitations on ownership and transfer of REIT Shares set forth in the Charter) elect to acquire some or all of the Tendered Units from the Tendering Partner in exchange for the REIT Shares Amount (as of the Specified Redemption Date) and, if the General Partner so elects, the Tendering Partner shall sell the Tendered Units to the General Partner in exchange for the REIT Shares Amount. In such event, the Tendering Partner shall have no right to cause the Partnership to redeem such Tendered Units. The General Partner shall promptly give such Tendering Partner written notice of its election, and the Tendering Partner may elect to withdraw its redemption request at any time prior to the receipt of cash pursuant to Section 8.6.A or REIT Shares Amount pursuant to this Section 8.6.B by such Tendering Partner. The REIT Shares Amount, if applicable, shall be delivered as duly authorized, validly issued, fully paid and nonassessable REIT Shares and, if applicable, free of any pledge, lien, encumbrance or restriction, other than those provided in the Charter, the Bylaws of the General Partner Entity, the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such REIT Shares entered into by the Tendering Partner. Notwithstanding any delay in such delivery (but subject to Section 8.6.D), the Tendering Partner shall be deemed the owner of such REIT Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, as of the Specified Redemption Date. In addition, the REIT Shares for which the Ordinary Units might be exchanged shall also bear a legend in the form required pursuant to the Charter of the General Partner Entity.
Notwithstanding Section 8. 8.1, above,
Notwithstanding Section 8. 3.1.1 or any other provisions of this agreement, Carrier shall be solely responsible for all nonrecurring and recurring charges for Facilities used to transport traffic to paging telephone numbers that have a Rating Point within the Telco local calling area where the paging calls originate on Telco’s network, when such traffic is transported to Carrier’s Paging Terminal geographically located in a different local calling area.
Notwithstanding Section 8. 18.1 of this Agreement, the Receiving Parties may disclose Confidential Information (a) as required by applicable Legal Requirement or stock exchange (including the ASX); (b) to the extent necessary or desirable in connection with the Securities Offering or as part of the Offer Materials; (c) to the extent necessary to complete Tax Returns; (d) in connection with the enforcement of rights hereunder or the defense of any Action brought by a Party pursuant to or relating to this Agreement; (e) pursuant to the operation of any provision of this Agreement or pursuant to compliance with the terms of this Agreement; (f) to an actual or potential insurer, financier, or underwriter of the Receiving Parties and Representatives who have a need to know such information and are subject to confidentiality obligations with respect thereto; and (g) to Representatives of the Receiving Parties who have a need to know such information and are subject to confidentiality obligations with respect thereto. In the event the Receiving Party receives an Order to disclose any Confidential Information, the Receiving Party will give the Disclosing Party reasonably prompt notice, to the extent practicable, of such request so that the Disclosing Party may seek an appropriate protective order. If the Receiving Party is nevertheless compelled by legal process to disclose any of the Confidential Information, the Receiving Party may make such disclosure without Liability; provided that the Receiving Party has provided notice to the Disclosing Party as required above and that the Receiving Party cooperates as reasonably requested by the Disclosing Party in seeking to obtain a protective order. For the avoidance of doubt, (i) nothing contained in this Agreement limits, restricts or in any other way affects a Receiving Party’s communicating with any Governmental Authority, or communicating with any official or staff person of a Governmental Authority, concerning matters relevant to the Governmental Authority, or requires such receiving Party to furnish the Disclosing Party with notice of the same, and (ii) such Receiving Party cannot be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (x) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of Legal Requirement, or (y) in a complaint or other documen...
