Without limiting the provisions of Section. 10.1 of the Master Lease (as the same is incorporated herein by reference pursuant to Section 20 below), Subtenant shall indemnify, defend, protect, and hold harmless Master Landlord, Sublandlord and their respective directors, officers, trustees, partners, employees, agents, successors, and assigns (collectively, “Sublandlord Indemnitees”) from and against any and all loss, cost, damage, expense and liability (including without limitation court costs and reasonable attorneys’ fees) (collectively, “Claims”) arising out of or in connection with the following: (a) any matter for which Master Landlord asserts a claim for indemnity pursuant to the Master Lease based upon the act, omission, or negligence of Subtenant or any person or entity claiming through or under Subtenant, or of any of their respective agents, employees, contractors, sub-subtenants, licensees, invitees, or visitors (“Subtenant Parties”), or (b) any failure by Subtenant to surrender the Subleased Premises at the end of the Term in the required condition, including, but not limited to, all rent and damages payable to Master Landlord pursuant to Article 16 of the Master Lease by reason of Subtenant’s failure to so surrender the Subleased Premises; provided, however, Subtenant shall not be obligated to indemnify any Sublandlord Indemnitees against any Claims (1) to the extent it is ultimately determined that the Claims resulted from the negligence of willful misconduct of such Sublandlord Indemnitee and are not covered by the insurance required to be carried by Subtenant hereunder, or (2) to the extent such indemnity is prohibited by applicable law. Should Sublandlord be named as a defendant in any suit brought against Subtenant for which Subtenant’s indemnity obligation is applicable, Subtenant shall pay to Sublandlord its reasonable and actual out-of-pocket costs and expenses incurred in such suit, including its actual professional fees such as appraisers’, accountants’ and attorneys’ fees. Subtenant’s obligations pursuant to this Section are in addition to, and not in lieu of, any indemnity or other similar obligations in the Master Lease for which Subtenant is responsible pursuant to Section 22 below, provided that, in the event of any inconsistency between this Section 12 and the comparable provisions of the Master Lease, Subtenant and Sublandlord agree that, as between Subtenant and Sublandlord, the provisions of this Section 12.1 shall govern. Further, Subtenant’s agreement to indemnify ...
Without limiting the provisions of Section. 9.03, Level 3 and the Borrower shall reimburse the Collateral Agent for all reasonable out-of-pocket costs and expenses, including the reasonable fees, charges and disbursements of counsel, incurred by it in connection with any action contemplated by this Section.
Without limiting the provisions of Section. 3.2, but in order to clarify some of the more important unilateral rights retained by City management, the City shall have the following unilateral management rights which it may exercise in its sole discretion:
Without limiting the provisions of Section. 3.7.1, the Parties acknowledge and agree that, other than as set out in Sections 5.4 and 12.3, Salix has no obligation to Develop or Commercialize any Licensed Product or any obligation to satisfy the conditions to the milestone payments set forth in Section 6.2 or to achieve any particular level of additional consideration or other payments (or additional consideration or other payments payable to Redhill under Section 6.3).”
Without limiting the provisions of Section. 11.1 of the Credit Agreement, Borrower and Guarantors agree to pay all out of pocket costs and expenses (including without limitation reasonable fees and expenses of any counsel, financial advisor, industry advisor and agent for Lender) incurred before or after the date hereof by Lender and its affiliates in connection with the preparation, negotiation, execution, delivery and administration of this Agreement and the Loan Documents.
Without limiting the provisions of Section. 8 of the Capital Call Agreement, each of the parties hereto acknowledges and agrees that the Credit Agreement may be amended, modified or changed or any conditions to the incurrence of one or more Growth Capital Revolving Loans thereunder waived (in each case without requiring any notice to or consent from any party to this Capital Call Agreement), even if the effect thereof is to increase the obligations of the Designated Capital Call Investors pursuant to the Capital Call Agreement as a result of an increase to the Capital Call Amount in accordance with the definition thereof contained in the Capital Call Agreement or the addition of one or more Category III Capital Call Event Test Periods as a result thereof.
Without limiting the provisions of Section. 9.05, the Borrower shall reimburse the Agents and the Lenders upon demand for all costs and expenses, including attorneys fees and disbursements and the allocated costs and disbursements of internal legal counsel, incurred by any of them in connection with any action contemplated by this Section 9.19. 110 104
Without limiting the provisions of Section. 5.3(a), except as set forth on Schedule 5.3(b), as otherwise contemplated by this Agreement or with the written approval of Buyer (which approval, except with respect to Sections 5.3(b)(ix), (xv) and (xvi) below, shall not be unreasonably withheld or delayed, provided that Seller acknowledges that it is reasonable for Buyer to withhold its approval of the matters set forth in Section 5.3(b)(vi) if Buyer, in its good faith judgment, determines such matter would have an adverse impact on Buyer's operation of the Business after the Closing Date, and provided further that no inference shall be drawn from the foregoing proviso as to whether it is reasonable or unreasonable for Buyer to withhold consent for any other reason), on or between February 18, 2005 and the Closing Date, Seller shall not do any of the following:
Without limiting the provisions of Section. 6.1(b), from the date hereof through the Effective Date, except as otherwise expressly permitted by this Agreement or as otherwise consented to by Parent, Company shall not (and the Shareholders shall cause Company not to):
Without limiting the provisions of Section. 7.1(a), except as set forth in Section 7.1(b) of the PIC Disclosure Letter, PIC covenants and agrees that, except as expressly provided in this Agreement or as required to comply with applicable Law, or with the prior written consent of Parent, from and after the date of this Agreement and prior to the Closing, PIC shall not, and shall not permit any of its Subsidiaries to:
