Common use of Landlord Waivers; Bailee Waivers Clause in Contracts

Landlord Waivers; Bailee Waivers. In the event that Borrower or any of its Subsidiaries, after the Effective Date, intends to add any new offices or business locations, including warehouses, or otherwise store any portion of the Collateral with, or deliver any portion of the Collateral to, a bailee, in each case pursuant to Section 7.2, then Borrower or such Subsidiary will provide written notice thereof to Collateral Agent and, in the event that the new location is the chief executive office of the Borrower or such Subsidiary or the Collateral at any such new location is valued in excess of Five Hundred Thousand Dollars ($500,000.00) in the aggregate, such bailee or landlord, as applicable, must execute and deliver a bailee waiver or landlord waiver, as applicable, in form and substance reasonably satisfactory to Collateral Agent prior to the addition of any new offices or business locations, or any such storage with or delivery to any such bailee, as the case may be; provided, that, in accordance with this Section 6.11 and with respect to any offices or business locations located in a foreign jurisdiction, where Borrower or any its Subsidiaries (including Foreign Subsidiaries) store any portion of the Collateral, Borrower or any its Subsidiaries shall deliver and execute a bailee waiver or landlord waiver, as applicable, in form and substance reasonably satisfactory to Collateral Agent, to the extent such bailee waiver or landlord waiver is accepted and recognized in such foreign jurisdiction.

Landlord Waivers; Bailee Waivers. In the event that Borrower or any of its Subsidiaries, after the Effective Date, intends to add any new offices or business locations, including warehouses, or otherwise store any portion of the Collateral with, or deliver any portion of the Collateral to, a bailee, in each case pursuant to Section 7.2, then Borrower or such Subsidiary will provide first receive the written notice thereof to consent of Collateral Agent and, in the event that the new location is the chief executive office of the Borrower or such Subsidiary or the Collateral at any such new location is valued in excess of Five One Hundred Fifty Thousand Dollars ($500,000.00150,000.00) in the aggregate, such bailee or landlord, as applicable, must execute and deliver a bailee waiver or landlord waiver, as applicable, in form and substance reasonably satisfactory to Collateral Agent prior to the addition of any new offices or business locations, or any such storage with or delivery to any such bailee, as the case may be; provided, thathowever, that in accordance with this Section 6.11 and with respect to any offices or business locations located in a foreign jurisdiction, where no event may Borrower or any its Subsidiaries (including Foreign Subsidiariesi) store any portion of the Collateral, Collateral having a value in excess of One Hundred Fifty Thousand ($150,000.00) in the aggregate at any single location for which Borrower or any its Subsidiaries shall deliver and execute has not delivered a bailee waiver or landlord waiverwaiver as provided herein, as applicable, or (ii) store any portion of the Collateral having a value in form and substance reasonably satisfactory to Collateral Agent, to excess of Two Hundred Fifty Thousand Dollars ($250,000.00) in the extent such aggregate at locations for which the Borrower has not delivered a bailee waiver or landlord waiver is accepted and recognized in such foreign jurisdictionas herein provided.

Landlord Waivers; Bailee Waivers. In the event that Borrower any Credit Party or any of its their Subsidiaries, after the Effective Date, intends to add any new offices or business locations, including warehouses, or otherwise store any portion of the Collateral with, or deliver any portion of the Collateral to, a bailee, in each case pursuant to Section 7.2, then Borrower such Credit Party or such Subsidiary will first provide written notice thereof to Collateral Agent (except in respect of any items of Inventory which consist of unfinished active pharmaceutical ingredients and are maintained or stored in a particular location for a period of no longer than sixty (60) days all of which such Inventory is then (a) immediately transferred to a location in which a bailee or landlord waiver is in place (to the extent that a bailee or landlord waiver is required pursuant to the terms hereof) or (b) otherwise sold) and, in the event that the new location is the chief executive office of the Borrower or such Subsidiary or the Collateral at any such new location is valued in excess of Five Two Hundred Fifty Thousand Dollars ($500,000.00250,000.00) in the aggregateaggregate based on the book value thereof (other than any items of Inventory which consist of unfinished active pharmaceutical ingredients and are maintained or stored in a particular location for a period of no longer than sixty (60) days all of which such Inventory is then (a) immediately transferred to a location in which a bailee or landlord waiver is in place (to the extent that a bailee or landlord waiver is required pursuant to the terms hereof) or (b) otherwise sold), such bailee or landlord, as applicable, must execute and deliver a bailee waiver or landlord waiver, as applicable, as reasonably requested by, and in form and substance reasonably satisfactory to to, Collateral Agent prior to the addition of any such new offices or business locations, or any such storage with or delivery to any such bailee, as the case may be; provided, that, in accordance with this Section 6.11 and with respect to any offices or business locations located in a foreign jurisdiction, where Borrower or any its Subsidiaries (including Foreign Subsidiaries) store any portion of the Collateral, Borrower or any its Subsidiaries shall deliver and execute a bailee waiver or landlord waiver, as applicable, in form and substance reasonably satisfactory to Collateral Agent, to the extent such bailee waiver or landlord waiver is accepted and recognized in such foreign jurisdiction.

Landlord Waivers; Bailee Waivers. In the event that Borrower or any of its Domestic Subsidiaries, after the Effective Date, intends to add any new offices office or business locationslocation, including warehousesa warehouse, containing Collateral (other than the Pre-Clinical and Clinical Trial Supplies) with a book value in excess of Two Hundred Fifty Thousand ($250,000.00) in the aggregate, or otherwise store any portion of the Collateral (other than the Pre-Clinical and Clinical Trial Supplies) with a book value in excess of Two Hundred Fifty Thousand ($250,000.00) in the aggregate with, or deliver any portion of the Collateral (other than the Pre-Clinical and Clinical Trial Supplies) with a book value in excess of Two Hundred Fifty Thousand ($250,000.00) in the aggregate to, a bailee, in each case pursuant to Section 7.2, then Borrower or such Domestic Subsidiary will provide written notice thereof to first notify the Collateral Agent thereof and, in the event that the new location is the chief executive office of the Borrower or such Subsidiary or such Collateral (other than the Collateral Pre-Clinical and Clinical Trial Supplies) at any such new location is valued has a book value in excess of Five Two Hundred Fifty Thousand Dollars ($500,000.00250,000.00) in the aggregate, Borrower or such bailee or landlord, as applicable, must execute and deliver Domestic Subsidiary shall obtain a bailee waiver or landlord waiver, as applicable, in form and substance reasonably satisfactory to Collateral Agent from such bailee or landlord, as applicable, prior to the addition of any such new offices office or business locationslocation, or any such storage with or delivery to any such bailee, as the case may be; provided, that, in accordance with this Section 6.11 and with respect . Collateral Agent agrees not to any offices or business locations located in deliver a foreign jurisdiction, where Borrower or any its Subsidiaries (including Foreign Subsidiaries) store any portion of the Collateral, Borrower or any its Subsidiaries shall deliver and execute notice to a bailee waiver or landlord waiverlandlord, as applicable, in form and substance reasonably satisfactory purporting to exercise dominion or control over any such Collateral Agentor any other similar direction or instruction under any bailee agreement or lease agreement, to the extent such bailee waiver as applicable, with Borrower or landlord waiver is accepted and recognized in such foreign jurisdictionany of its Subsidiaries unless an Event of Default has occurred.

Landlord Waivers; Bailee Waivers. In the event that Borrower or any of its Subsidiaries, after the Effective Date, intends to add any new offices or business locations, including warehouses, or otherwise store any portion of the Collateral with, or deliver any portion of the Collateral to, a bailee, in each case pursuant to Section 7.2, then Borrower or such Subsidiary will provide first receive the written notice thereof to consent of Collateral Agent and, in the event that the new location is the chief executive office of the Borrower or such Subsidiary or the Collateral at any such new location is valued in excess of Five Two Hundred Fifty Thousand Dollars ($500,000.00250,000.00) in the aggregate, such bailee or landlord, as applicable, must execute and deliver a bailee waiver or landlord waiver, as applicable, in form and substance reasonably satisfactory to Collateral Agent prior to the addition of any new offices or business locations, or any such storage with or delivery to any such bailee, as the case may be; providedprovided however that Borrower shall not be required to deliver a landlord waiver for Borrower’s leased locations at (i) 0000 X Xxxxxx Xx., thatXxxxx 000, in accordance with this Section 6.11 Xxxxxx, Xxxxx so long as no property of Borrower is moved to that location after the Second Amendment Effective Date and with respect to any offices or business locations located in a foreign jurisdiction(ii) 300 Xxxxxxx, where Suites 100 and 000, Xxxxxx, Xxxxxxxxxx so long as such location is not the chief executive office of Borrower or any its Subsidiaries (including Foreign Subsidiaries) store any portion Subsidiary and/or the value of the Collateral, Borrower or any its Subsidiaries shall deliver and execute a bailee waiver or landlord waiver, as applicable, Collateral at such location is not in form and substance reasonably satisfactory to Collateral Agent, to the extent such bailee waiver or landlord waiver is accepted and recognized in such foreign jurisdictionexcess of Two Hundred Fifty Thousand Dollars ($250,000.00).”

Landlord Waivers; Bailee Waivers. In the event that Borrower or any of its Subsidiaries, after the Effective Date, intends to add any new offices or business locations, including warehouses, or otherwise store any portion of the Collateral with, or deliver any portion of the Collateral (except for (i) Borrower’s Light Delivery Devices (LDDs) temporarily at distribution warehouses described in the Perfection Certificate, (ii) Collateral in aggregate book value not exceeding One Million Dollars ($1,000,000.00) at any time consisting of movable items of personal property such as laptop computers, or (iii) inventory at ambulatory surgery centers, sterilizers or freight company depots in the ordinary course of business) to, a baileebailee (regardless of whether such office, business location, or warehouse is a new or existing office, business location or warehouse), in each case pursuant to Section 7.2, then Borrower or such Subsidiary will provide first receive the written notice thereof to consent of Collateral Agent and, in the event that the new location is the chief executive office of the Borrower or such Subsidiary or the Collateral at any such new location is valued in excess of Five Hundred Thousand Dollars ($500,000.00) in the aggregateaggregate book value, such bailee or landlord, as applicable, must execute and deliver a bailee waiver or landlord waiver, as applicable, in form and substance reasonably satisfactory to Collateral Agent prior to the addition of any such new offices or business locations, or any such storage with or delivery to any such bailee, as the case may be; provided, that, in accordance with this Section 6.11 and with respect to any offices or business locations located in a foreign jurisdiction, where Borrower or any its Subsidiaries (including Foreign Subsidiaries) store any portion of the Collateral, Borrower or any its Subsidiaries shall deliver and execute a bailee waiver or landlord waiver, as applicable, in form and substance reasonably satisfactory to Collateral Agent, to the extent such bailee waiver or landlord waiver is accepted and recognized in such foreign jurisdiction.

Landlord Waivers; Bailee Waivers. In the event that Borrower or any of its SubsidiariesSubsidiaries that are party to the Loan Documents, after the Effective Date, intends to add any new offices or business locations, that is to be the chief executive office of the Borrower or such Subsidiary that is party to the Loan Documents, or that is to maintain Collateral at any such new office or location (including warehouses) that in the aggregate with respect to any such location is valued in excess of Two Hundred Fifty Thousand Dollars ($250,000.00), or otherwise store any portion of the Collateral (valued in the aggregate with respect to any such location in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)) with, or deliver any portion of the Collateral (valued in the aggregate with respect to any such location in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)) to, a bailee, in each case pursuant to Section 7.2, then Borrower or such Subsidiary will provide first deliver written notice thereof of such new office or business location to Collateral Agent at least thirty (30) days’ prior to the addition of such new office or business location and, in the event that the new location is the chief executive office of the Borrower or such Subsidiary or the Collateral at any such new location is valued in excess of Five Hundred Thousand Dollars ($500,000.00) in the aggregate, shall use commercially reasonable efforts to cause such bailee or landlord, as applicable, must to execute and deliver a bailee waiver or landlord waiver, as applicable, in form and substance reasonably satisfactory to Collateral Agent prior to the addition of any new offices or business locations, or any such storage with or delivery to any such bailee, as the case may be; provided. Notwithstanding anything herein to the contrary (i) Borrower and its Subsidiaries shall not be required to obtain a bailee waiver for the location known as Fxxxxxxxxxx, thatlocated at 5000 Xxxxxxxxxx Xxxx, Xxxxxxx Xxxx, Xxxxxxxxxx and (ii) Borrower and its Subsidiaries shall only be required to use commercially reasonable efforts to cause any other manufacturer, distributor or other supply chain partner at which Collateral (valued in accordance with this Section 6.11 and the aggregate with respect to any offices or business locations located such location in a foreign jurisdiction, where Borrower or any its Subsidiaries excess of Two Hundred Fifty Thousand Dollars (including Foreign Subsidiaries$250,000.00)) store any portion of the Collateral, Borrower or any its Subsidiaries shall is maintained to execute and deliver and execute a bailee waiver or landlord waiver, as applicable, in form and substance reasonably satisfactory to Collateral Agent, to the extent such bailee waiver or landlord waiver is accepted and recognized in such foreign jurisdiction.

Landlord Waivers; Bailee Waivers. In the event that Borrower or any of its SubsidiariesLoan Party, after the Effective Date, intends to add any new offices or business locations, including warehouses, or otherwise store any portion of the Collateral with, or deliver any portion of the Collateral to, a bailee, in each case pursuant to Section 7.2, then Borrower or such Subsidiary will provide first receive the written notice thereof to consent of Collateral Agent (except in respect of any items of Inventory which are maintained or stored in a particular location for a period of no longer than thirty (30) days all of which such Inventory is then (a) immediately transferred to a location in which a bailee or landlord waiver is in place (to the extent that a bailee or landlord waiver is required pursuant to the terms hereof or (b) otherwise sold) and, in the event that the new location is the chief executive office of the Borrower or such Subsidiary or the Collateral at any such new location is valued in excess of Five Two Hundred Thousand Dollars ($500,000.00200,000.00) in the aggregateaggregate based on the book value thereof (other than any items of Inventory which are maintained or stored in a particular location for a period of no longer than thirty (30) days all of which such Inventory is then (a) immediately transferred to a location in which a bailee or landlord waiver is in place (to the extent that a bailee or landlord waiver is required pursuant to the terms hereof) or (b) otherwise sold), such bailee or landlord, as applicable, must execute and deliver a bailee waiver or landlord waiver, as applicable, as reasonably requested by, and in form and substance reasonably satisfactory to to, Collateral Agent prior to the addition of any new offices or business locations, or any such storage with or delivery to any such bailee, as the case may be; provided, that, in accordance with this Section 6.11 and with respect to any offices or business locations located in a foreign jurisdiction, where Borrower or any its Subsidiaries (including Foreign Subsidiaries) store any portion of the Collateral, Borrower or any its Subsidiaries shall deliver and execute a bailee waiver or landlord waiver, as applicable, in form and substance reasonably satisfactory to Collateral Agent, to the extent such bailee waiver or landlord waiver is accepted and recognized in such foreign jurisdiction.

Landlord Waivers; Bailee Waivers. In the event that Borrower or any of its domestic U.S. Subsidiaries, after the Effective Date, intends to add any new offices or business locations, including warehouses, or otherwise store any portion of the Collateral with, or deliver any portion of the Collateral to, a bailee, in each case pursuant to Section 7.2, then Borrower or such Subsidiary will provide written notice thereof to first notify the Collateral Agent and, in the event that the new location is the chief executive office of the Borrower or such Subsidiary or the Collateral at any such new location is valued in excess of Five Hundred Thousand Dollars ($500,000.00) in the aggregate, or includes the books and records of Borrower or any of its Subsidiaries, such bailee or landlord, as applicable, must execute and deliver a bailee waiver or landlord waiver, as applicable, in form and substance reasonably satisfactory to Collateral Agent prior to the addition of any new offices or business locations, or any such storage with or delivery to any such bailee, as the case may be; provided, that, in accordance with this Section 6.11 and with respect to any offices or business locations located in a foreign jurisdiction, where Borrower or any its Subsidiaries (including Foreign Subsidiaries) store any portion of . Without limiting the Collateralforegoing, Borrower or any its Subsidiaries shall use commercially reasonably efforts to deliver and execute a bailee waiver or landlord waiver, as applicable, in form and substance reasonably satisfactory to Collateral Agent, with respect to the extent any location with respect to which Collateral at such bailee waiver or landlord waiver location is accepted valued between Two Hundred Fifty Thousand Dollars ($250,000.00) and recognized in such foreign jurisdictionFive Hundred Thousand ($500,000.00).