Without limitation of Section 5 Sample Clauses

Without limitation of Section 5. 1.1., promptly upon Dey's written notification to EMI that marketplace conditions with respect to, or the profitability of, any of the Products have materially deteriorated, both parties agree to negotiate in good faith to determine whether any adjustment to the provisions of this Article 5 is desirable.
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Without limitation of Section 5. 1(a), Seller shall use all reasonable efforts to cause the Supplementary Protection Certificates based on EP 2 808 343 to be granted (whether on application or appeal, as appropriate) in Germany and France. In connection with each such application and/or appeal, as appropriate, Seller shall keep Purchaser reasonably apprised of material developments, material filings, and strategic decisions to be made from time to time, including sharing drafts of substantive filings in advance of filing deadlines if requested by Purchaser, and reasonably taking the comments from Purchaser in respect of such material developments, material filings and strategic decision into account, provided that in the event of any disagreement, Seller has sole control over the prosecution and filing of the Supplemental Protection Certificates.
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Without limitation of Section 5. 1(a), from the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms and the Effective Time, the Company shall not, and shall cause each Subsidiary of the Company not to, except as permitted by the Permitted Exceptions or except as specifically set forth in Schedule 5.1(b):
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Without limitation of Section 5. 11(a), perform any and all acts and execute any and all documents (including the execution, amendment or supplementation of any financing statement and continuation statement or other statement) for filing under the provisions of the Uniform Commercial Code and the rules and regulations thereunder, or any other statute, rule or regulation of any applicable foreign, federal, state or local jurisdictions, including any filings in the United States Patent and Trademark Office or similar foreign office, which are necessary (or reasonably requested by the Administrative Agent), from time to time, in order to grant and maintain in favor of the Administrative Agent for the benefit of the Secured Parties a first priority perfected security interest in each item of the Collateral.
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Without limitation of Section 5. 17(a), the Company shall not, and shall not permit any Subsidiary (other than the Trusts) to, increase the salary, fee, bonus or other compensation or amount payable to any director or officer (such increases, "Insider Compensation Increases"), unless (A) the Insider Compensation Increase is given in the ordinary course of business and, in respect of amounts and timing, in accordance with past or industry practice, (B) the Insider Compensation Increase has been approved by the Board of Directors and (C) the aggregate amount of all Insider Compensation Increases in the fiscal year in which such increase is made is less than $250,000 in 1996, $300,000 in 1997, $400,000 in 1998, $450,000 in 1999 and $500,000 in 2000 and thereafter; provided, however, that the Company may, and may permit any Subsidiary to, make any Insider Compensation Increase with the prior written consent of the holders of at least a majority in the then outstanding principal amount of the Notes; and provided, further, that compensation that will not be reported on such director's or officer's Form W-2 shall not be included for purposes of clause (C).
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Related to Without limitation of Section 5

  • Application of Section 409A It is intended that all of the severance payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance will be delayed as follows: on the earlier to occur of (a) the date that is six months and one day after Executive’s Separation from Service, and (b) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) pay to Executive a lump sum amount equal to the sum of the severance benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the severance benefits had not been delayed pursuant to this Section 6.8 and (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 6. No interest shall be due on any amounts deferred pursuant to this Section 6.8. To the extent that any Severance Benefits are deferred compensation under Section 409A of the Code, and are not otherwise exempt from the application of Section 409A, then, if the period during which Executive may consider and sign the Release spans two calendar years, the payment of any such Severance Benefit will not be made or begin until the later calendar year.

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