Notwithstanding Section 4. 1.1 above, in accordance with the provisions of the Plan, if the Optionee dies while employed by the Corporation or a Subsidiary of the Corporation (or dies within a period of one month after ceasing to be an employee for any reason other than Disability or within a period of one year after ceasing to be an employee by reason of Disability), the unexercised portion of any Option held by such Optionee at the time of death will become immediately vested and will be exercisable until terminated in accordance with Section 4.3 below.
Notwithstanding Section 4. 2.1 of this Agreement, PHIEA may immediately terminate this Agreement if Enrollment Assister has breached a material term of this Agreement and PHIEA determines or reasonably believes that cure is not possible.
Notwithstanding Section 4. 1.4, neither Party will have any authority or right to amend or modify the Research Plan, the Development Candidate Identification Plan, the Clinical Development Plan or the Technology Transfer Plan in any manner that would materially expand the scope of the other Party’s obligations, including the amount, type or timing of any payments which a Party is obligated to make to the other Party or to any Third Party pursuant to any such plan, and/or materially delay the projected timelines thereunder. Notwithstanding anything herein to the contrary, the JSC will not have any authority or right (a) to modify, amend or waive any term or condition of this Agreement, (b) to determine any issue in a manner that would conflict with any term or condition of this Agreement, or (c) to make any determination that any Party is in breach of this Agreement. Except as otherwise expressly stated in this Agreement, the JSC will have no decision-making authority and will act as a forum for sharing information about the activities conducted by the Parties hereunder and as an advisory body, in each case only on the matters described in, and to the extent set forth in, this Agreement.
Notwithstanding Section 4. 5.3, in the case of any recapture of any Tax Credits resulting from the sale, exchange, transfer or assignment of any Units, the Limited Partners holding such Units prior to the sale, exchange, transfer or assignment shall indemnify the Partnership and the Partners not transferring their Units for the consequences of such recapture in the proportion in which such transferred Units shared the Tax Credits.
Notwithstanding Section 4. 5.1, in the event that a Manufacturing Party participates or assists a third party in any challenge to the validity or enforceability of any Patent in the `022 Patent Family or the Ramsxx Xxxent Family, as the case may be, in violation of Section 4.1 or 4.2, as applicable, or the corresponding sections in the respective sublicense agreement, if applicable, Aclara or Caliper, as the case may be, may immediately terminate such Manufacturing Party's sublicense, if any, or take any of the other actions otherwise restricted in subsections 4.5.1(a), (b) or (c) above.
Notwithstanding Section 4. 1.1 above, in accordance with the provisions of the Plan, the Option granted under this Option Agreement shall become immediately exercisable upon the occurrence, after the Date of Grant, of a Change in Control (as defined in Section 10 below) if the Optionee is an employee of the Corporation or any Subsidiary on the date of the consummation of such Change in Control.]
Notwithstanding Section 4. 1.3, in the event Sophiris at its sole discretion postpones the performance of certain Services, the following postponement fees shall apply: Number of [*…***…] between receipt of postponement notice in writing by BI RCV and commencement of Services […***…] (“Postponement Fee”) […***…] […***…] […***…] […***…] […***…] […***…]
Notwithstanding Section 4. 1.1 to the contrary, Landlord may elect to pay those Impositions, if any, based on Landlord’s net income, gross receipts, franchise taxes and taxes on its capital stock directly to the taxing authority and within ten (10) Business Days of Landlord delivering to Tenant notice and evidence of such payment, Tenant shall reimburse Landlord for such paid Impositions. In connection with such Impositions, Tenant shall, upon request of Landlord, promptly provide to Landlord such data as is maintained by Tenant with respect to any Facility as may be necessary to prepare any returns and reports to be filed in connection therewith.
Notwithstanding Section 4. 2(a) above, the CHS Member shall be obligated to make additional capital contributions on an on-going basis with respect to any cash distributions, any management fees or such other income that the CHS Member or a CHS Affiliate receives from the agencies identified on attached Schedule 4.2(b) (the “Excluded Agencies”) or with respect to any cash or non-cash proceeds the CHS Member or a CHS Affiliate receives from the sale or other transfer of the equity or assets of any Excluded Agency. In this regard, to the extent that the CHS Member or a CHS Affiliate receives any management fees or distributions from the Excluded Agencies, including any cash or non-cash proceeds from the sale or other transfer of the equity or assets of any Excluded Agency, the CHS Member shall promptly contribute cash in an amount equal to all of such management fees or distributions to the Company. This contribution by CHS shall not increase the Sharing Percentage of the CHS Member, be dilutive to the AFAM Member or obligate the AFAM Member to contribute any additional capital to the Company.
Notwithstanding Section 4. 2(a), the Guarantor and any Restricted Subsidiary may issue, incur, create, assume or guarantee Indebtedness secured by a Mortgage without equally and ratably securing the Notes (and the Guarantee) then outstanding; provided, that at the time of such issuance, incurrence, creation, assumption or guarantee, after giving effect thereto and to any concurrent retirement of Indebtedness, the aggregate amount of all Indebtedness secured by Mortgages (excluding Mortgages permitted under clauses (i) through (xi) of Section 4.2(a)) does not at such time exceed 15% of Consolidated Net Tangible Assets.
