No Participation. Nothing in the Loan Documents, and no action or inaction whatsoever on the part of Lender undertaken in connection with the Loans, shall be deemed to make Lender a partner or joint venturer with Borrowers, and Borrowers indemnify and hold Lender harmless from and against any and all claims, losses, causes of action, expenses (including attorneys’ fees) and damages arising from the relationship between Lender and Borrowers being construed as or related to be anything other than that of lender and borrower. This provision shall survive the termination of all Loan Documents.
No Participation. If IMS Nevada elects not to participate in the sale of the Interest designated in the Co-Sale Notice within the time period specified in Section 9.10(a) above, then the transferring Member may consummate the Transfer referred to in the Co-Sale Notice to the prospective purchaser, provided such transaction (i) is completed within 180 days after the expiration of the Co-Sale Notice; (ii) is made at the price and on the terms designated in the Co-Sale Notice; and (iii) otherwise complies with the terms and conditions of this Agreement. Any proposed transfer on terms and conditions more favorable than those described in the Co-Sale Notice, as well as any subsequent proposed Transfer otherwise subject to this Section 9.10 shall be subject to the co-sale rights hereunder.
No Participation. No Party or its employees is entitled to participate in a pension plan, insurance, bonus, or similar benefits provided by any other party.
No Participation. Alnylam, Xxx Xxxxxx, Xxxxxxxxx, MIT and UMass and their Affiliates shall not initiate, or knowingly support or assist any third party with, any legal or administrative proceeding that seeks to invalidate, revoke, reexamine, challenge inventorship or render unenforceable any patents in The Tuschl I Patent Family or The Tuschl II Patent Family, including any proceeding before the USPTO. As used in the preceding sentence, “knowingly” shall mean knowing that the participation or assistance, at the time it is given, relates to any actual or prospective legal or administrative proceeding that seeks to invalidate, revoke, reexamine, or render unenforceable any patents in The Tuschl I Patent Family or The Tuschl II Patent Family, including any proceeding before the USPTO. Nothing herein shall preclude a Party from participating in such a proceeding to support the validity or enforceability of any patent in The Tuschl I Patent Family or The Tuschl II Patent Family. No Party shall be deemed to have violated any provision of this Section 5 based solely on activities: (i) undertaken by one or more of its licensees or Merck, without any support of such activities by the Party; (ii) undertaken at the request of a licensee, of a license granted pursuant to the 2001 Research Agreement, to the extent such activities are required by the license agreement as it currently provides as of the Effective Date; or (iii) required by a lawful subpoena or court order. For avoidance of doubt, this Section 5.2 does not authorize any Party to amend, and does not require any Party to consent to any amendment of, any license granted pursuant to the 2001 Research Agreement.
No Participation. Seller has not elected not to participate in any operation or activity proposed with respect to any of the Leases that could result in any of Buyer’s interest in any portion of the Properties becoming subject to a preferential right, relinquishment, reassignment, penalty or forfeiture as a result of such election not to participate in such operation or activity. There are no outstanding authorities for expenditure or other capital expenditures regarding the Properties or for which Buyer would be liable.
No Participation. Any Share in respect of which notice of redemption has been given shall not be entitled to participate in the profits of the Company in respect of the period after the date specified as the date of redemption in the notice of redemption.
No Participation. Nothing in the Loan Documents, and no action or inaction whatsoever on the part of Lender undertaken in connection with the Loan, shall be deemed to make Lender a partner or joint venturer with Borrower.
No Participation. Nothing in the Loan Documents, and no action or inaction whatsoever on the part of Lender through the Closing Date, shall be deemed to make Lender a partner or joint venturer with any Credit Party, and the Credit Parties indemnify and hold Lender harmless from and against any and all claims, losses, causes of action, expenses (including attorneys’ fees) and damages arising from the relationship between Lender and any Credit Party being construed as or related to be anything other than that of creditor and debtor. This provision shall survive the termination of all Loan Documents.
No Participation. Subject to the provisions of Section 10 below, in the event that neither the non-selling Founders nor the Series B Holders nor the Company elect to acquire all of the Shares specified in the selling Founder's Notice, said selling Founder may, within the sixty (60) day period following the expiration of the option rights granted to the Company, sell elsewhere the Shares specified in said selling Founder's Notice which were not acquired, in accordance with the provisions of this Section 6, PROVIDED, THAT, said sale shall not be on terms and conditions more favorable to the purchaser than those contained in the bona fide offer set forth in said selling Founder's Notice; PROVIDED FURTHER, that said sale shall not be to a competitor of the Company as determined in good faith by the Board of Directors; and, PROVIDED FURTHER, HOWEVER, that the transferee of such Shares shall become a party to this Agreement as if an Investor hereunder.
No Participation. The Limited Partner shall not participate in the control of the business of the Partnership (within the meaning of the Act) or transact any business for the Partnership other than as specified in this Agreement, nor shall the Limited Partner have power to sign for or bind the Partnership. The Limited Partner shall not be personally liable for any of the debts or losses of the Partnership or for the losses of the General Partner, except as otherwise required by the Act.
