Notwithstanding Sections 6. 1.A and B of the Effective Agreement
Notwithstanding Sections 6. 1 and 6.2, we acknowledge and agree that (i) you may reference us and summarize the material terms of this Agreement in the Registration Statement and any other offering memorandum, prospectus or marketing documents related to an offering of the Shares by you to potential investors and (ii) you may disseminate information to Investors that is required to be provided to Investors pursuant to the terms of the Trust Agreement or the Registration Statement.
Notwithstanding Sections 6. 2.1 and 6.2.2, an allocation of Net Losses under Section 6.2.1 or 6.2.2 hereof shall not be made to the extent it would create or increase an Adjusted Capital Account Deficit for a Member or Members at the end of any Allocation Period. Any Net Losses not allocated because of the preceding sentence shall be allocated to the other Member or Members in proportion to such Member's or Members' respective Percentage Interests; provided, however, that to the extent such allocation would create or increase an Adjusted Capital Account Deficit for another Member or Members at the end of any Allocation Period, such allocation shall be made to the remaining Member or Members in proportion to the respective Percentage Interests of such Member or Members.
Notwithstanding Sections 6. 1.A and B of the Agreement, after giving effect to the special allocations set forth in Section 1 of Exhibit C to the Agreement, each year gross income of the Partnership shall be allocated first to the General Partner until the cumulative amount allocated under this Section 8 to the General Partner for the current year and all prior years is equal to the cumulative amount for the current year and all prior years of the sum of (A) the distributions made to the General Partner under Section 3 of this Exhibit G, (B) the portion of the distributions made to the General Partner under Section 5 of this Exhibit G (if any) that exceeds $2,500 per Series B Preferred Partnership Unit and (C) for the year in which a distribution is to be made to the General Partner under Section 4 of this Exhibit G, the portion of the Liquidation Preference payable to the General Partner under Section 4 (if any) that exceeds $2,500 per Series B Preferred Partnership Unit. Any remaining Net Income or Net Loss shall be allocated as set forth in Sections 6.1.A and B of the Agreement.
Notwithstanding Sections 6. 03(a) and (b), either party may disclose or deliver any information or other material disclosed to or received by it (i) should such party be advised by its counsel that such disclosure or delivery is required by law, regulation, legal process or administrative order, if the disclosing party has first provided the other party with prompt notice of the request to disclose or deliver such information or other material a reasonable period of time in advance of making such disclosure or delivery so as to enable such other party to seek a protective order or other appropriate remedy or (ii) in connection with a public or private financing effected by the Company, to the extent required in any Registration Statement, prospectus or other offering document, or to the extent necessary to make any statements contained in any of the foregoing not misleading.
Notwithstanding Sections 6. 4.1 and 6.4.2, if, after expiration of BSP’s obligation to pay OncoMed royalties under this Agreement, OncoMed continues to be obligated to make payments under the Existing Agreements as a result of sales of Product by BSP, its Affiliates, or its Sublicensees, BSP shall pay to OncoMed amounts at such times and in such amounts that will allow OncoMed, after deduction of any applicable duties, fees or withholdings required by Law, to pass such payments through to the University of Michigan, MorphoSys, or Lonza so as to satisfy in full OncoMed’s payment obligations under the Existing Agreements with respect to such sales of Product. The royalties due under the Existing Agreements are summarized in Exhibit 5.5.
Notwithstanding Sections 6. 6 and 6.9 of the Credit Agreement or any other provision in any Credit Document, Borrower shall not during the Limited Waiver Period (a) incur any Indebtedness of the type described at the following Sections of the Credit Agreement: 6.6.1, 6.6.2, 6.6.6, 6.6.12 (and shall not, without limitation of the foregoing, request any Acquisition Loans); or (b) except with respect to any Investments arising from operation of Borrower's customary cash management systems (i.e., the so-called "sweep account"), acquire or otherwise enter into or obtain any new Investment of the type described at Section 6.9 of the Credit Agreement.
Notwithstanding Sections 6. A. – 6.C above, neither Party is released from any duty obligation to make payment to the other that has accrued prior to the Termination and Waiver Date.
Notwithstanding Sections 6. 1.1 and 6.1.2 above, if, at the time of Licensee’s request for supply, Licensor has not developed a process to manufacture NHS76 Antibody under cGMP, then the following will apply:
Notwithstanding Sections 6. 1(a) and 6.1(b), the Company may (i) enter into an agreement (in addition to a confidentiality agreement contemplated by Section 6.3(a)(iii)) with respect to an Acquisition Proposal that is a Superior Proposal, and/or (ii) withdraw, modify or qualify its approval or recommendation of the Arrangement and recommend or approve an Acquisition Proposal that is a Superior Proposal, provided in each case:
