Notwithstanding Sections 9. 4.1 and 9.4.2, unless the Board agrees otherwise by Majority Consent, any JV Truck manufactured or assembled by Navistar or the Company on or prior to December 31, 2010 and containing an automatic transmission shall be manufactured or assembled to include exclusively automatic transmissions manufactured or assembled by Xxxxxxx Transmission, Inc. Navistar shall not, without the Majority Consent of the Board, amend or renew its purchase agreement with Xxxxxxx Transmission, Inc. in any manner that would restrict any activities of the Company.
Notwithstanding Sections 9. 2.3 and 9.2.4, the Agent may, without the consent of the Lenders:
(a) make amendments to the Loan Documents that are for the sole purpose of curing any immaterial or administrative ambiguity, defect or inconsistency, but shall immediately notify the Lenders of any such action;
(b) discharge any Security to the extent necessary to allow any Obligor to complete any sale or other disposition of Property permitted by this Agreement or any consent or waiver by the Lenders;
(c) release any Obligor from its guarantee obligations and discharge any Security previously granted by such Obligor (A) in connection with the sale, transfer or disposition of such Obligor permitted under the terms of this Agreement or (B) if such Obligor is removed by the Borrowers as a Guarantor pursuant to, and in accordance with, Section 3.1 of this Agreement; and
(d) discharge any Security on behalf of the Lenders, their respective Affiliates or Former Lenders, in respect Other Secured Obligations pursuant to, and in accordance, with Section 3.2.2 of this Agreement.
Notwithstanding Sections 9. 1.1 and 9.1.2, at Cubist’s expense and with respect to the Product:
(a) Cubist shall have the right to make such reports as are necessary for Cubist to comply with all applicable laws, rules, regulations and requirements of the FDA or any other Agencies applicable to it, and
(b) Cubist shall be responsible for making any reports required by any Applicable Law (including any law in any state, territory or possession in the Territory) that requires the reporting of expenditures by or on behalf of Cubist or its Affiliates under this Agreement, including the reporting of gifts, fees, payments, and other items of value provided by or on behalf of Cubist or its Affiliates, including for the purpose of promoting, marketing or advertising the Product; provided however, that upon the request of Cubist, Optimer shall provide to Cubist, in a timely manner, such information in the control of Optimer that is required to be included in any such report. Optimer shall be responsible for making any reports required by any Applicable Law (including any law in any state, territory or possession in the Territory) that requires the reporting of expenditures by or on behalf of Optimer or its Affiliates under this Agreement, if any, including the reporting of gifts, fees, payments, and other items of value provided by or on behalf of Optimer or its Affiliates, including for the purpose of promoting, marketing or advertising the Product.
Notwithstanding Sections 9. 2, 9.3 and 9.4 above, the parties agree that the following claims will not be subject to arbitration:
(a) Any action for declaratory or equitable relief, including, without limitation, seeking preliminary or permanent injunctive relief, specific performance, other relief in the nature of equity to enjoin any harm or threat of harm to such party's tangible or intangible property, brought at any time, including, without limitation, prior to or during the pendency of any arbitration proceedings initiated hereunder; and
(b) Any action in ejectment or for possession of any interest in real or personal property.
Notwithstanding Sections 9. 7.2 and 9.7.3, the Agent may, without the consent of the Lenders, make amendments to the Credit Documents that are for the sole purpose of curing any immaterial or administrative ambiguity, defect or inconsistency, but shall immediately notify the Lenders of any such action. The Agent may also consent from time to time to any change to the list of Material Contracts provided by NSCL in accordance with Section 3.1.8 and may discharge any Security (or direct the Trustee to do so) to the extent necessary to allow any Restricted Party to complete any sale or other disposition of Property permitted by this Agreement.
Notwithstanding Sections 9. 4 and 9.5, Seller shall have the sole right, in good faith, to control and to represent the interests of the Company in and with respect to any Tax Claim or administrative or court proceeding relating to Taxes for a Pre-Closing Tax Period and to employ counsel of its own choice for such purpose. Seller shall have the sole right to settle, either administratively or after the commencement of litigation, any proceeding relating to Taxes of the Company for any Pre-Closing Tax Period except that the prior consent of Buyer (which shall not be unreasonably withheld) is required of a settlement that negatively affects Buyer with respect to a Tax period ending after the Closing Date. In the case of any Straddle Period, Seller shall be entitled to participate at its expense in or with respect to any Tax Claim or administrative or court proceeding relating (in whole or in part) to Taxes attributable to the portion of such Straddle Period ending after the Closing Date and, with Buyer’s consent (not to be unreasonably withheld, conditioned or delayed), and at Seller’s sole expense, may assume the entire control of such audit or proceeding. From and after the Closing, none of Buyer, the Company or any of their respective Affiliates shall settle or compromise, or agree to settle or compromise, any Tax Claim related to any Pre-Closing Tax Period or Straddle Period without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed.
Notwithstanding Sections 9. 1 and 9.2, in the case of amendments to this agreement, or any previous form of SEDAR Form 2 executed by the Subscriber or its predecessor, which are mandated when the National Instrument, MC Filing Requirements or any amendment thereto becomes effective as a rule, regulation or other legally binding instrument, such
Notwithstanding Sections 9. 6.1 and 9.6.2, once an abstract, manuscript or presentation has been reviewed and approved by a Party, the same content included in such abstract, manuscript or presentation does not have to be provided again to the other Party for review for a later submission for publication. In any permitted publication or presentation by a Party, the other Party’s contribution shall be duly recognized, and co-authorship shall be determined in accordance with customary standards. Furthermore, with respect to any proposed abstracts, manuscripts or summaries of presentations by investigators or other Third Parties having the right to do so, such materials shall be subject to review under this Section 9.6 to the extent that GSK or Targacept (as the case may be) has the right to do so.
Notwithstanding Sections 9. 1 and 9.2, the Parties shall have no obligation with respect to any Buyer Confidential Information or Supplier Confidential Information, as applicable, which (i) is or becomes publicly known through no act of the receiving Party, (ii) is approved for release by written authorization of the disclosing Party, (iii) is necessary to be disclosed to taxing authorities and accountants preparing Supplier’s tax reports and filings, or (iv) is required to be disclosed by the receiving Party pursuant to a legal process (so long as the receiving Party uses commercially reasonable efforts to avoid disclosure of such information, and prior to furnishing such information, the receiving Party notifies the disclosing Party and gives the disclosing Party the opportunity to object to the disclosure and/or to seek a protective order). Nothing in this Agreement shall bar the right of either Party to seek and obtain from any court injunctive relief against conduct or threatened conduct which violates this Article 9.
Notwithstanding Sections 9. 6.1 and 9.6.2, the Parties acknowledge and agree that if they elect to conduct a technology transfer of Manufacturing technology arising as a result of activities conducted under [the WuXi Agreement or the Biogen Agreement, in order to have Commercial Manufacture performed by Vir, GSK or any Third Party, then such Commercial Manufacture will be subject to the terms of licenses granted by WuXi or Biogen, as applicable, to Vir under certain Intellectual Property Rights Controlled by WuXi or Biogen, respectively, including certain rights relating to (a) use of cell lines under the WuXi Agreement, and (b) Manufacturing yield improvements by Biogen (the “Biogen Yield Improvements”), which licenses granted by Biogen require the payment of specified “access fees” to Biogen in connection with Manufacturing yield improvements obtained in such Commercial Manufacture (the “Biogen Access Fees”). For the purposes of this Agreement, if the Parties mutually agree, through the JSC, to conduct a Manufacturing technology transfer from Biogen to any Third Party (or to GSK or Vir), then [***]. If the Parties mutually agree, through the JSC, to conduct a Manufacturing technology transfer from WuXi to any Third Party (or to GSK or Vir), then [***].
