Without limiting Buyer Sample Clauses

Without limiting Buyer s delegation rights pursuant to Article XII of this Agreement and except as provided in Sections 13.2(a) and (b), below, neither party shall assign its rights nor delegate its obligations under this Agreement without first having obtained the written consent of the other party, which consent shall not be unreasonably withheld or delayed, provided that Buyer may assign its rights and delegate its obligations under this Agreement to a purchaser of the convention center portion of the Project, so long as such purchaser agrees to assume Buyer's obligations under this Agreement from and after the date of such assignment in a document reasonably satisfactory to Seller and so long as all payments by Buyer hereunder are current as of the date of such assignment; provided however that no such assignment shall be deemed to release Buyer of its obligations under this Agreement through the date of such assignment.
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Without limiting Buyer s other rights under this Agreement, Seller shall timely make available to Buyer for review and/or audit all books and records necessary to calculate the Cash Flow Amount.
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Without limiting Buyer s exclusivity undertaking to Seller in Section 2.1 above, during the term of this Agreement Buyer undertakes not to buy any anti-IFN-g monoclonal antibody from any other seller than Seller, or to manufacture any anti-IFN-g monoclonal antibody itself except only where such antibodies are for Buyer’s internal use or for uses outside those permitted under Section 2.3. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
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Without limiting Buyer s pursuit of any and all other rights and remedies available to it and without regards to the provisions in Section 11 hereof, it is expressly agreed that this Contract is subject to the Buyer's right to set off any mutual debts and claims against Seller under or in connection with this Contract, as well as any and all other commodity contracts and forward contracts between the parties, as provided in Section 362(b)(6) of the Code and any similar successor legislation thereto.
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Without limiting Buyer s obligation under this Contract to accept and pay for all Complying Gypsum under this Contract up to the Maximum Amount, if Buyer is refusing to accept gypsum for reasons that are not permitted by this Contract, Buyer shall first refuse to accept gypsum under the Xxxxxx Contract before refusing to accept gypsum under this Contract.
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Without limiting Buyer s obligation under this Contract to accept and pay for all Complying Gypsum under this Contract up to the Maximum Amount, if Buyer is refusing to accept gypsum for reasons that are not permitted by this Contract, Buyer shall first refuse to accept gypsum under this Contract before refusing to accept gypsum under the Miami Fort Contract.
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Without limiting Buyer s rights of access stated above, Seller shall permit Buyer and/or such agents or experts as Buyer shall designate, full access to the Real Property or any of it and all records concerning the Real Property during reasonable business hours for purposes of such independent investigation Buyer shall desire to conduct. At Buyer's sole option, such investigation may include testing of the soil, groundwater, building components, tanks, containers and equipment on the Real Property as Buyers or Buyer's agents or experts shall deem necessary to determine or confirm the environmental condition of the Real Property. Performance of such an inspection or review shall not in any way modify or otherwise affect Buyer's rights or Seller's obligations under this Agreement, including but not limited to Seller's representations and warranties in Section 3.16 above.
Sample 1
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Without limiting Buyer s rights under the other provisions of this Section 9.2, if Sellers have failed to cure any material breach of any of their representations, warranties or covenants under this Agreement within thirty days after Sellers received written notice of such breach from Buyer.
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Related to Without limiting Buyer

  • Acknowledgment Regarding Buyer’s Status The Company acknowledges and agrees that the Buyer is acting solely in the capacity of arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby. The Company further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby and any advice given by the Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Buyer’s purchase of the Securities. The Company further represents to the Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives and advisors.

  • Acknowledgment Regarding Buyer’s Purchase of Securities The Company acknowledges and agrees that the Buyer is acting solely in the capacity of arm’s length purchaser with respect to this Agreement and the transactions contemplated hereby. The Company further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any statement made by the Buyer or any of its respective representatives or agents in connection with this Agreement and the transactions contemplated hereby is not advice or a recommendation and is merely incidental to the Buyer’s purchase of the Securities. The Company further represents to the Buyer that the Company’s decision to enter into this Agreement has been based solely on the independent evaluation of the Company and its representatives.

  • Acknowledgment Regarding Buyer’ Purchase of Securities The Company acknowledges and agrees that the Buyer is acting solely in the capacity of arm’s length purchasers with respect to this Agreement and the transactions contemplated hereby. The Company further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any statement made by the Buyer or any of its respective representatives or agents in connection with this Agreement and the transactions contemplated hereby is not advice or a recommendation and is merely incidental to the Buyer’ purchase of the Securities. The Company further represents to the Buyer that the Company’s decision to enter into this Agreement has been based solely on the independent evaluation of the Company and its representatives.

  • REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER SUB Purchaser and Merger Sub hereby represent and warrant to the Company as follows:

  • Acknowledgement Regarding Buyers’ Trading Activity It is understood and acknowledged by the Company that (i) following the public disclosure of the transactions contemplated by the Transaction Documents, in accordance with the terms thereof, none of the Buyers have been asked by the Company or any of its Subsidiaries to agree, nor has any Buyer agreed with the Company or any of its Subsidiaries, to desist from effecting any transactions in or with respect to (including, without limitation, purchasing or selling, long and/or short) any securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) any Buyer, and counterparties in “derivative” transactions to which any such Buyer is a party, directly or indirectly, presently may have a “short” position in the Common Stock which was established prior to such Buyer’s knowledge of the transactions contemplated by the Transaction Documents; and (iii) each Buyer shall not be deemed to have any affiliation with or control over any arm’s length counterparty in any “derivative” transaction. The Company further understands and acknowledges that following the public disclosure of the transactions contemplated by the Transaction Documents pursuant to the Press Release (as defined below) one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value and/or number of the Warrant Shares deliverable with respect to the Securities are being determined and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement or any other Transaction Document or any of the documents executed in connection herewith or therewith.

  • REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUB Buyer and Merger Sub hereby represent and warrant to Seller as follows:

  • Contributor’s Deliveries At the Closing, Contributor shall deliver the following to Acquirer in addition to all other items required to be delivered to Acquirer by Contributor:

  • REPRESENTATIONS AND WARRANTIES OF BUYER AND PARENT Each of Buyer and Parent represents and warrants with respect to itself to Sellers as follows:

  • REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB Acquiror and Merger Sub represent and warrant to the Company as follows:

  • Representations of Buyer Buyer represents and warrants to Seller as follows:

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