Without limiting Sections 5 Clause Samples
The "Without limiting Sections 5" clause serves to clarify that the provisions being introduced do not restrict or reduce the scope of rights, obligations, or remedies already established in Section 5 of the agreement. In practice, this means that any new terms or conditions added in the current section are intended to supplement, rather than override or narrow, what is already provided in Section 5. For example, if Section 5 outlines certain warranties or liabilities, the current clause ensures that nothing in the new section diminishes those protections. This clause is essential for maintaining the integrity of key contractual provisions and preventing unintended limitations or conflicts within the agreement.
Without limiting Sections 5. 2 or 9.1, the LTSA may, in its sole discretion and without liability to the Customer or a User, suspend the Services if the LTSA determines that:
(a) the suspension may be necessary to ensure the availability or integrity of the Services for other myLTSA customers or to protect the integrity or operation of the land title register, myLTSA or the Computer System; or
(b) urgent essential maintenance or repairs of myLTSA are necessary which cannot reasonably be performed outside of the hours published in accordance with section 5.1.
Without limiting Sections 5. 2.1, in the event BioCardia fails to order the annual minimum purchase amount required under Milestone 3 for any given year, BioCardia shall have the right to make up the shortfall by paying Biomet the amount equal to the Transfer Price multiplied by the number of additional units that BioCardia is required to order in order to meet the applicable annual minimum purchase amount.
Without limiting Sections 5. 2 or 5.10.1, until the first anniversary of the Closing Date, if Seller identifies or becomes aware of any Contract or other asset in its possession or control that is exclusively related to the Product Business, and which was not identified as a Purchased Contract or other Purchased Asset hereunder, Seller shall promptly notify Buyer of the existence of such Contract or other asset. If Buyer elects, in its sole discretion, to take assignment of such additional Contract or other asset, the Parties shall, as soon as reasonably practicable, use commercially reasonable efforts to ensure that such Contract or other asset is assigned to Buyer with any necessary prior Third Party consent or approval, and such Contract shall be deemed a Purchased Contract or such other asset shall be deemed included in the Purchased Assets hereunder, as applicable for all purposes. Other than the reimbursement of reasonable out-of-pocket expenses of Seller incurred in connection with such assignment, no additional consideration shall be owed from Buyer to Seller in connection therewith.
Without limiting Sections 5. 4.1 and 5.4.2, use Commercially Reasonable Efforts to Launch the Product in the United States, and in each Other Country in the Territory as soon as commercially practical after Regulatory Approval in such country, and to perform such obligations by using personnel with sufficient skills and experience, together with sufficient equipment and facilities. Notwithstanding the foregoing, Egalet shall not be deemed to have failed to perform the foregoing obligations, if it is using Commercially Reasonably Efforts, in the event one or more of the following events or circumstances (the “Commercialization Conditions”) occurs and such event or circumstance, or the material effect thereof, is continuing: [*****];
Without limiting Sections 5. 8 or 10.1, each Party shall use reasonable efforts to keep the other Party informed of its Party Development Activities and [***] per Calendar Year, at mutually agreed meetings of the JDC, shall provide to the JDC a reasonably detailed written report, in English, describing Party Development Activities performed and results obtained since the prior written report, in a form determined by the JDC. In the event that either Party requests further information regarding any such report, including a request for Clinical Data, the Parties shall cooperate to achieve such data exchange in a thorough, timely and efficient manner. Neither Party shall be required to generate additional data or prepare additional reports to comply with the foregoing obligation. Notwithstanding the foregoing, the JDC may determine what reports shall be generated in respect of Party Development Activities, including the content and timing thereof, including by authorizing or requiring reports other than as provided in this Section 4.8.2. The Parties shall promptly share all such reports with the JDC.
Without limiting Sections 5. 2 or 5.10.1, until the first anniversary of the Closing Date, if Seller identifies or becomes aware of any books or records in its possession or Control that existed on the Closing Date and would be Product Records but for the “as of the Closing Date” limitations for clauses (a) and (b) of the definition of Product Records, Seller shall promptly notify Buyer of the existence of such books and records and use commercially reasonable efforts to promptly transfer such books and records to Buyer. Other than the reimbursement of reasonable out-of-pocket expenses of Seller incurred in connection with such transfer, no additional consideration shall be owed from Buyer to Seller in connection therewith.