Subject to Section 8. 1.1, the Standard Contractual Clauses apply to (i) the legal entity that has executed the Agreement and is the Data Exporter and, (ii) all Affiliates (as defined in the Agreement) of Customer established within the EEA and Switzerland or the United Kingdom that have licensed the Service. For the purpose of the Standard Contractual Clauses and this Section 7, the aforementioned entities shall be deemed “Data Exporters”.
Subject to Section 8. 2.1.2, the Manager, in its sole discretion, may exempt (prospectively or retroactively) a Person from the Aggregate Ownership Limit and/or the Common Share Ownership Limit, as the case may be, and may establish or increase an Excepted Holder Limit for such Person if the Manager determines, based on such representations and undertakings as it may require, that:
Subject to Section 8. 10 (d), the percentage increase for the inflation adjustment pursuant to this Section 8.10 is determined as at March 1 each year and the amount paid shall be the greater of (i) and (ii) as follows:
Subject to Section 8. 1 of the GTCs and otherwise notwithstanding anything to the contrary in this Agreement, the Parties agree that: (a) with regard to any liability arising prior to the Commencement Date, Operator and its affiliate’s total aggregate liability to Customer Group under this Agreement and the T&D Agreement shall be limited to $100,000,000; and (b) with regard to any liability arising on or after the Commencement Date, Operator and its affiliate’s total aggregate liability to Customer Group under this Agreement and the T&D Agreement shall be limited to $55,000,000; provided that the foregoing limitations shall not apply to any third party Claim under or pursuant to Section 7.1 of the GTCs.
Subject to Section 8. 03(a), Buyer and Seller agree to make a timely, effective and irrevocable election under Section 338(h)(10) of the Code and under any comparable statute in any other jurisdiction located within the United States with respect to the Domestic Acquired Subsidiaries (the "SECTION 338(h)(10) ELECTION") and to file such election in accordance with applicable regulations. Within 120 days after the Closing Date, Seller shall deliver to Buyer a draft statement (the "ALLOCATION STATEMENT") proposing to allocate the Aggregate Deemed Sale Price (as defined under Treasury Regulations Section 1.338-4T) of the assets of the Domestic Acquired Subsidiaries in accordance with the Treasury Regulations promulgated under Section 338. If within 30 days after receipt of the Allocation Statement Buyer notifies Seller in writing that the Buyer disagrees with such allocation, Buyer and Seller will negotiate in good faith to resolve such dispute. Seller and Buyer agree to (i) act in accordance with the Allocation Statement in the preparation, filing and audit of any Tax return and (ii) cooperate fully, as and to the extent reasonably requested by the other party, in connection
Subject to Section 8. 1.1, neither Party may use its or the other Party's Collaboration Compounds for the discovery, synthesis, or development of Products outside the Field (including without limitation for the identification or discovery of compounds whose activity is mediated by any steroid or other nuclear receptor other than the Designated Target); PROVIDED, that
Subject to Section 8. 2.1 and Section 17.7, Developer shall Complete development of the Improvements and the Project in accordance with the time periods set forth in the Schedule of Performance and in all events, on or before the dates set forth for Completion of the Project set forth in the Schedule of Performance.
Subject to Section 8. 14.1 hereof and except as provided otherwise herein (including disputes concerning the Merger Consideration adjustment and Deferred Merger Consideration contemplated by Sections 2.8 and 2.9 hereof, respectively), in any action between or among any of the parties, whether arising out of this Agreement or otherwise, (a) each of the parties irrevocably consents to the exclusive jurisdiction and venue of the federal and state courts located in the state of Delaware, (b) if any such action is commenced in a state court, then, subject to applicable law, no party shall object to the removal of such action to any federal court located in the State of Delaware, (c) each of the parties irrevocably waives the right to trial by jury, (d) each of the parties irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which such party is to receive notice in accordance with Section 8.3, and (e) the prevailing parties shall be entitled to recover their reasonable attorneys' fees and court costs from the other parties. 8.15
Subject to Section 8. 03, any consent pursuant to the provisions of this Article by any Holder of a Bond shall be irrevocable, and shall be conclusive and binding upon all future Holders of the same Bond delivered on transfer thereof or in exchange therefor or in replacement thereof.
Subject to Section 8. 4(f), the Borrower agrees to indemnify each Lender and the Administrative Agent for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section) that are payable or paid by such Lender or the Administrative Agent (as the case may be) and any reasonable and invoiced out-of-pocket expenses arising therefrom or with respect thereto; provided, however, that the Borrower shall not be required to indemnify any Lender or the Administrative Agent under this Section 8.4 for any liability arising as a result of such Lender’s or Administrative Agent’s willful misconduct or gross negligence. This indemnification shall be paid within 30 days after such Lender or the Administrative Agent (as the case may be) makes written demand therefor (which demand shall identify the nature and the amount of Taxes and Other Taxes for which indemnification is being sought).
