Without limiting Section 11. 4 or other provisions of this Agreement entitling Buyer to invoice or otherwise request or demand payment from Seller, Buyer shall have the right to invoice Seller for any amount owed by Seller arising out of or relating to this Agreement that has not been included by Seller in a Monthly Invoice. Subject to Section 5.3 and Section 11.4, any amount invoiced by Buyer pursuant to this Section 11.2(b) shall be paid by Seller to Buyer by wire transfer of immediately available funds, in Dollars, to an account specified by Buyer under or in accordance with Section 19.1, on or before twenty (20) Days after receipt by Seller of an itemized invoice from Buyer, setting forth, in reasonable detail, the basis for such payment; provided, however, that, to the extent such amount should have been included in a Monthly Invoice, then, if the due date that would have applied to such amount according to Section 11.1 is earlier than the due date prescribed by this sentence, such earlier due date shall apply to such amount.
Without limiting Section 11. 7(a), the Borrower shall indemnify and hold harmless the Administrative Agent and the Lenders, as applicable, against any loss incurred by the Administrative Agent or any Lender as a result of any payment or recovery described in Section 11.7(a) and as a result of any variation having occurred in rates of exchange between the date of any such amount becoming due under this Agreement or any other Loan Document and the date of actual payment thereof. The foregoing indemnity shall constitute a separate and independent obligation of the Borrower and shall continue in full force and effect notwithstanding any such payment or recovery.
Without limiting Section 11. 3.1, upon expiration or termination of this Agreement for any reason, BioCardia shall have [***] months following the expiration or termination of this Agreement to continue to Distribute within the Field any Product held by BioCardia as of the effective date of expiration or termination.
Without limiting Section 11. 5.5, a Party may disclose the financial terms of this Agreement to any Third Party or in any press release only (a) with the prior written approval of the other Party, or (b) if required by applicable Law, rule or regulation.
Without limiting Section 11. 4, the Borrower shall indemnify and hold harmless the Administrative Agent and the Lenders and their respective officers, directors and employees and their respective successors, from and against all fines, penalties, actions, suits, legal proceedings and all costs and expenses associated therewith (including legal fees) arising out of or in any way connected with any failure of any Loan Party or any Subsidiary of any Loan Party to perform its obligations under this Section.
Without limiting Section 11. 2.1 or Section 11.2.2, if any Event of Default exists, Lender may in its discretion do any one or more of the following from time to time:
Without limiting Section 11. 9(a), upon each conveyance of an ORRI to NPI Holder, and subject to receipt of the purchase price thereof, Administrative Agent shall subordinate the Lien of Property under the Loan Documents to the ORRI and ORRI Documents for such ORRI in form reasonably satisfactory to Administrative Agent and Borrower.
Without limiting Section 11. 5.1 of this Agreement:
Without limiting Section 11. 16, the Parties each acknowledge that (i) the Parties jointly and equally participated in the drafting of this Agreement and all other agreements ***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION*** contemplated by this Agreement, (ii) the Parties have each been adequately represented and advised by legal counsel with respect to this Agreement and the Transactions and (iii) no presumption will be made that any provision of this Agreement will be construed against any Party by reason of such role in the drafting of this Agreement and any other agreement contemplated by this Agreement.
Without limiting Section 11. 2(a), any filing of, or amendment or supplement to, the Proxy/Registration Statement will be prepared by TopCo, SPAC and the Company and filed by TopCo with the SEC. Each of TopCo, SPAC and the Company will advise the such other parties, promptly after receiving notice thereof, of the time when the Proxy/Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of TopCo Shares to be issued or issuable in connection with this Agreement for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Proxy/Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto, and shall provide such other parties with a reasonable opportunity to provide comments and amendments to any such filing. TopCo, SPAC and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to comments of the SEC or its staff with respect to the Proxy/Registration Statement and any amendments filed in response thereto.
