Common use of Landlord Waivers; Bailee Waivers Clause in Contracts

Landlord Waivers; Bailee Waivers. In the event that Borrower or any of its Domestic Subsidiaries, after the Effective Date, intends to add any new office or business location, including a 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 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 Pre-Clinical and Clinical Trial Supplies) at any such new location has a book value in excess of Two Hundred Fifty Thousand ($250,000.00) in the aggregate, Borrower or such 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 office or business location, or any such storage with or delivery to any such bailee, as the case may be. Collateral Agent agrees not to deliver a notice to a bailee or landlord, as applicable, purporting to exercise dominion or control over any such Collateral or any other similar direction or instruction under any bailee agreement or lease agreement, as applicable, with Borrower or any of its Subsidiaries unless an Event of Default has occurred.

Landlord Waivers; Bailee Waivers. In the event that Borrower any Credit Party or any of its Domestic their Subsidiaries, after the Effective Date, intends to add any new office offices or business locationlocations, including a 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 aggregatewarehouses, 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 such Credit Party or such Subsidiary will first provide written notice to Collateral Agent (other 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 Pre-Clinical and Clinical Trial Suppliesextent that a bailee or landlord waiver is required pursuant to the terms hereof) with a book value or (b) otherwise sold) and, in the event that the Collateral at any new location is valued in excess of Two Hundred Fifty Thousand ($250,000.00) in the aggregate with, or deliver any portion of based on the Collateral 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 Pre-Clinical and Clinical Trial Supplies) with extent that a book value in excess of Two Hundred Fifty Thousand ($250,000.00) in the aggregate to, a bailee, in each case bailee or landlord waiver is required pursuant to Section 7.2the terms hereof) or (b) otherwise sold), then Borrower such bailee or such Domestic Subsidiary will first notify the Collateral Agent thereof andlandlord, in the event that the new location is the chief executive office of the Borrower or such Subsidiary or such Collateral (other than the Pre-Clinical as applicable, must execute and Clinical Trial Supplies) at any such new location has a book value in excess of Two Hundred Fifty Thousand ($250,000.00) in the aggregate, Borrower or such Domestic Subsidiary shall obtain deliver a bailee waiver or landlord waiver, as applicable, as reasonably requested by, and in form and substance reasonably satisfactory to to, Collateral Agent from such bailee or landlord, as applicable, prior to the addition of any such new office offices or business locationlocations, or any such storage with or delivery to any such bailee, as the case may be. Collateral Agent agrees not to deliver a notice to a bailee or landlord, as applicable, purporting to exercise dominion or control over any such Collateral or any other similar direction or instruction under any bailee agreement or lease agreement, as applicable, with Borrower or any of its Subsidiaries unless an Event of Default has occurred.

Landlord Waivers; Bailee Waivers. In the event that Borrower or any of its Domestic SubsidiariesLoan Party, after the Effective Date, intends to add any new office offices or business locationlocations, including a 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 aggregatewarehouses, 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 first notify receive the written consent of Collateral Agent thereof (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 Collateral at any new location is the chief executive office of the Borrower or such Subsidiary or such Collateral (other than the Pre-Clinical and Clinical Trial Supplies) at any such new location has a book value valued in excess of Two Hundred Fifty Thousand ($250,000.00200,000.00) 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), Borrower such bailee or such Domestic Subsidiary shall obtain 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 from such bailee or landlord, as applicable, prior to the addition of any such new office offices or business locationlocations, or any such storage with or delivery to any such bailee, as the case may be. Collateral Agent agrees not to deliver a notice to a bailee or landlord, as applicable, purporting to exercise dominion or control over any such Collateral or any other similar direction or instruction under any bailee agreement or lease agreement, as applicable, with Borrower or any of its Subsidiaries unless an Event of Default has occurred.

Landlord Waivers; Bailee Waivers. (a) Pursuant to the Post Closing Letter, Borrower shall deliver to Collateral Agent on or before December 31, 2014 (i) a landlord’s consent executed in favor of Collateral Agent, or an acknowledgement of the change in Collateral Agent to any existing landlord’s consent, in respect of all of Borrower’s leased locations where either (A) Borrower or such Subsidiary maintains Collateral having a book value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) or (B) Borrower’s Books are located, and (ii) a bailee waiver executed in favor of Collateral Agent, or an acknowledgement of the change in Collateral Agent to any existing bailee waiver, in respect of each third party bailee where Borrower or any Subsidiary maintains Collateral having a book value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). (b) In the event that Borrower or any of its Domestic SubsidiariesBorrower, after the Effective Date, intends to add any new office offices or business locationlocations, including a 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 aggregatewarehouses, 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 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 Pre-Clinical and Clinical Trial Supplies) at any unless such new location has a book value in excess of offices or business locations or bailee locations contain less than Two Hundred Fifty Thousand Dollars ($250,000.00) in assets or property of Borrower) Borrower will first receive the aggregatewritten consent of Collateral Agent and, Borrower if requested by Collateral Agent, such bailee or such Domestic Subsidiary shall obtain landlord, as applicable, must execute and deliver 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 office offices or business locationlocations, or any such storage with or delivery to any such bailee, as the case may be. Collateral Agent agrees not to deliver a notice to a bailee or landlord, as applicable, purporting to exercise dominion or control over any such Collateral or any other similar direction or instruction under any bailee agreement or lease agreement, as applicable, with Borrower or any of its Subsidiaries unless an Event of Default has occurred.

Landlord Waivers; Bailee Waivers. In the event that Borrower or any of its Domestic 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 business location, location (including a warehouse, containing Collateral (other than warehouses) that in the Pre-Clinical and Clinical Trial Supplies) aggregate with a book value respect to any such location is valued in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate), or otherwise store any portion of the Collateral (other than valued in the Pre-Clinical and Clinical Trial Supplies) aggregate with a book value respect to any such location in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)) in the aggregate with, or deliver any portion of the Collateral (other than valued in the Pre-Clinical and Clinical Trial Supplies) aggregate with a book value respect to any such location in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)) in the aggregate to, a bailee, in each case pursuant to Section 7.2, then Borrower or such Domestic Subsidiary will first notify the deliver written notice of such new office or business location to Collateral Agent thereof 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 shall use commercially reasonable efforts to cause such bailee or such Subsidiary or such Collateral (other than the Pre-Clinical landlord, as applicable, to execute and Clinical Trial Supplies) at any such new location has a book value in excess of Two Hundred Fifty Thousand ($250,000.00) in the aggregate, Borrower or such Domestic Subsidiary shall obtain deliver 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 office offices or business locationlocations, or any such storage with or delivery to any such bailee, as the case may be. 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, located 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 Agent agrees not (valued in the aggregate with respect to any such location in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)) is maintained to execute and deliver a notice bailee waiver to a bailee or landlord, as applicable, purporting to exercise dominion or control over any such Collateral or any other similar direction or instruction under any bailee agreement or lease agreement, as applicable, with Borrower or any of its Subsidiaries unless an Event of Default has occurredAgent.

Landlord Waivers; Bailee Waivers. In the event that Borrower or any of its Domestic Subsidiaries, after the Effective Date, intends to add any new office offices or business locationlocations, including a 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 aggregatewarehouses, 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 first notify receive the written consent of Collateral Agent thereof and, in the event that the new location is the chief executive office of the Borrower or such Subsidiary or such the Collateral (other than the Pre-Clinical and Clinical Trial Supplies) at any such new location has a book value is valued in excess of Two Hundred Fifty Thousand ($250,000.00) in the aggregate, Borrower such bailee or such Domestic Subsidiary shall obtain landlord, as applicable, must execute and deliver 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 office offices or business locationlocations, or any such storage with or delivery to any such bailee, as the case may be. Collateral Agent agrees ; provided however that Borrower shall not be required to deliver a notice landlord waiver for Borrower’s leased locations at (i) 0000 X Xxxxxx Xx., Xxxxx 000, Xxxxxx, Xxxxx so long as no property of Borrower is moved to a bailee that location after the Second Amendment Effective Date and (ii) 300 Xxxxxxx, Suites 100 and 000, Xxxxxx, Xxxxxxxxxx so long as such location is not the chief executive office of Borrower or landlordany Subsidiary and/or the value of the Collateral at such location is not in excess of Two Hundred Fifty Thousand Dollars ($250,000.00).” 3.7 Section 13 (Definitions). The following terms and their definitions hereby are added or amended and restated in their entirety, as applicable, purporting to exercise dominion or control over any such Collateral or any other similar direction or instruction under any bailee agreement or lease agreement, Section 13.1 of the Loan Agreement as applicable, with Borrower or any of its Subsidiaries unless an Event of Default has occurred.follows:

Landlord Waivers; Bailee Waivers. In the event that Borrower or any of its Domestic SubsidiariesSubsidiaries that are a Borrower or a Guarantor, after the Effective Date, intends to add any new office offices or business locationlocations, including a 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 aggregatewarehouses, or otherwise store any portion of the Collateral (other than the Pre-Clinical and Clinical Trial Supplies(i) goods in transit, (ii) trunk Inventory maintained by Borrower’s or any Subsidiary’s employees, (iii) Inventory maintained with a book value in excess of Two Hundred Fifty Thousand clinical research providers, ($250,000.00iv) fixed assets maintained at suppliers, (v) finished goods in the aggregate possession of sterilization agents and (vi) moveable Equipment (such as laptop computers and cell phones)) 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 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 Domestic Subsidiary that is a Borrower or a Guarantor will 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 the Collateral (other than (i) goods in transit, (ii) trunk Inventory maintained by Borrower’s or any Subsidiary’s employees, (iii) Inventory maintained with clinical research providers, (iv) fixed assets maintained at suppliers, (v) finished goods in the Pre-Clinical possession of sterilization agents and Clinical Trial Supplies(vi) moveable Equipment (such as laptop computers and cell phones)) at any such new location has a book value is valued in excess of Two Hundred Fifty Thousand One Million Dollars ($250,000.001,000,000.00) in the aggregate, Borrower shall have such bailee or such Domestic Subsidiary shall obtain landlord, as applicable, execute and deliver 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 office offices or business locationlocations, or any such storage with or delivery to any such bailee, as the case may be. Collateral Agent agrees not to deliver a notice to a bailee or landlord, as applicable, purporting to exercise dominion or control over any such Collateral or any other similar direction or instruction under any bailee agreement or lease agreement, as applicable, with Borrower or any of its Subsidiaries unless an Event of Default has occurred.