Without limiting Section. 2.3 or Section 5.7, Seller’s duties hereunder shall include planning the routes for delivery of all Goods to be brought into the Project Site by making use of such roadways, waterways, and railways as may safely accommodate loads and sizes of deliveries. If the Work involves transportation of over-sized loads or construction under or about public roads, waterways, or railroads, Seller and its Contractors and Subcontractors shall make suitable arrangements with Governmental Authorities and railroads to ensure that other users of the roadways, waterways, and railways are safeguarded from accident and/or delay as a result of such transportation. Any roadway, bridge, sidewalk, tree, vegetation, landscaping, grounds, or other property damaged as a result of the Work shall be properly repaired or duly replaced by Seller at its expense to the extent required by Law.
Without limiting Section. 13.2(a), Focal shall be responsible for the payment of any royalties, license fees, or milestone payments due, and for the performance of all other obligations, to third parties under those licenses and/or agreements listed on Exhibit C attached hereto with respect to the marketing, sale or distribution of Products by Ciba, Chiron or the Affiliates or Subdistributors of Ciba or Chiron.
Without limiting Section. 2.2 of the Provisions, Section 7 of the Provisions is supplemented by Sections 12.6 and 12.7 of the Agreement.
Without limiting Section. 2.2 of the Provisions, Section 3 of the Provisions is supplemented by Sections 4.13 and 6.2 of the Agreement provided that such supplement and Section 3 of the Provisions shall not result in any duplicated payment.
Without limiting Section. 12, Buyer and Seller shall ------------ cooperate with each other, and shall cause their respective affiliates, officers, employees, agents, auditors and representatives to cooperate with each other, for a period of 180 days after the Closing to ensure the orderly transition of the Business from Seller to Buyer and to minimize any disruption to the respective businesses of Seller, Buyer and the Company that might result from the transactions contemplated hereby. After the Closing, upon reasonable written notice, Buyer and Seller shall furnish or cause to be furnished to each other and their employees, counsel, auditors and representatives access, during normal business hours, to such information and assistance relating to the Company as is reasonably necessary for financial reporting and accounting matters, the preparation and filing of any tax returns, reports or forms or the defense of any tax claim or assessment. Each party shall reimburse the other for reasonable out-of-pocket costs and expenses incurred in assisting the other pursuant to this Section 8(b). Neither party shall be required by this Section 8(b) to take any action that would unreasonably interfere with the conduct of its business or unreasonably disrupt its normal operations (or, in the case of Buyer, the Business).
Without limiting Section. 9.1, Section 9.2 or Section 9.3.1, if a Party intends to issue a press release or other written public statement concerning this Agreement or any of the licenses, covenants, or other rights granted under this Agreement, or any obligations under this Agreement, it will provide the other Party a draft thereof at least five (5) business days prior to such issuance, and shall obtain such other Party’s written consent to the content of such release or statement prior to any issuance thereof; provided that such other Party’s written approval of such proposed release or statement is not unreasonably withheld, conditioned or delayed (the Parties agree that consent to such release or statement will be deemed given if the reviewing Party is provided such five (5) business days prior notice and does not provide either its consent or written notice withholding consent (and basis therefor) to such draft within such five (5) business day period). Subject to the confidentiality obligations in this Article 9, each Party may issue press releases with regard to such Party’s Licensed Products and Licensed Services provided that such Party shall ensure that each such release and the contents thereof are factually accurate. 9.4.
Without limiting Section. 5.1, from and after the execution of this Agreement until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 7.1, except as may be required by Law (including Antitrust Laws), (a) upon the reasonable advance written request of Buyer to Company, Company shall, and shall cause its Subsidiaries to, reasonably cooperate with Buyer and its Subsidiaries to facilitate the integration of the Parties, their respective Subsidiaries and their respective businesses following the Closing and (b) without limiting the generality of the foregoing clause (a), Company shall use commercially reasonable efforts to cause the Representatives of Company and its Subsidiaries to take reasonable actions and reasonably assist Buyer with respect to integration planning and customer communications and notices reasonably required to result in a successful transition and integration following the Closing. Notwithstanding the foregoing, Company and its Subsidiaries shall not be required to take such actions if: (A) it would unreasonably disrupt the operations of Company or any of its Subsidiaries, (B) it would cause a material violation of any agreement to which Company or any of its Subsidiaries is a party, or (C) Company believes in good faith, after consulting with outside counsel and taking into account whether privilege cannot be protected by Company or its Subsidiaries through exercise of its reasonable efforts (such as redaction of certain information), it would reasonably be expected to cause a risk of a loss of privilege to Company or any of its Subsidiaries or would constitute a violation of any applicable Law.
Without limiting Section. 2.1 or Section 3.1, during the Term, and subject to Chiesi’s fulfillment of its obligations in Section 6.1, neither InhibRx nor any of its Affiliates shall enter into any agreement, whether written or oral, with respect to, or otherwise assign, transfer, license, convey, or otherwise encumber its right, title, or interest in or to the Product or InhibRx IP (including by product divestiture or by granting any evaluation or research right, distribution right, or covenant not to xxx with respect thereto), or any Patent or other Intellectual Property Right that would be InhibRx IP but for such assignment, transfer, license, conveyance or encumbrance, in each case where such agreement, assignment, transfer, license, conveyance, or encumbrance conflicts with (or upon the occurrence of the Contract Conditions would conflict with or preclude the exercise of) the rights and options granted to Chiesi under this Agreement.
Without limiting Section. 4.5.1, Company acknowledges that the transfer and use by foreign nationals of certain commodities and technical data is subject to U.S. laws and regulations controlling the export and use by foreign nationals of such commodities and technical data, including the Arms Export Control Act, the International Traffic in Arms Regulations (“ITAR”), the Export Administration Regulations (“EAR”) and the laws and regulations implemented by the Office of Foreign Assets Control, U.S. Department of the Treasury (“OFAC”). These laws and regulations, among other things, prohibit or require a license for the export or use by foreign nationals of certain types of technical data to specified countries. Company shall comply with all such applicable U.S. laws and regulations.
Without limiting Section. 16.5 of this Agreement, the General Partner shall not engage in any merger, consolidation or other combination with or into another person, sale of all or substantially all of its assets or any reclassification, recapitalization or change of its outstanding equity interests (each, a “Termination Transaction”), unless the Termination Transaction has been approved by a Consent of the Partners and, except as otherwise provided in Section 11.2.C, in connection with which all Common Limited Partners either will receive, or will have the right to elect to receive, for each Partnership Unit an amount of cash, securities, or other property equal to the product of the REIT Shares Amount and the greatest amount of cash, securities or other property paid to a holder of one REIT Share in consideration of one REIT Share pursuant to the terms of the Termination Transaction; provided, that if, in connection with the Termination Transaction, a purchase, tender or exchange offer shall have been made to and accepted by the holders of the outstanding REIT Shares, each Holder of Common Partnership Units shall receive, or shall have the right to elect to receive, the greatest amount of cash, securities, or other property which such Holder would have received had it exercised its right to Redemption (as set forth in Section 8.6) and received REIT Shares in exchange for its Partnership Units immediately prior to the expiration of such purchase, tender or exchange offer and had thereupon accepted such purchase, tender or exchange offer and then such Termination Transaction shall have been consummated.
