Without limiting Section 11. 7(a), the Borrower shall indemnify and hold harmless the Administrative Agent and the Lenders, as applicable, against any loss incurred by the Administrative Agent or any Lender as a result of any payment or recovery described in Section 11.7(a) and as a result of any variation having occurred in rates of exchange between the date of any such amount becoming due under this Agreement or any other Loan Document and the date of actual payment thereof. The foregoing indemnity shall constitute a separate and independent obligation of the Borrower and shall continue in full force and effect notwithstanding any such payment or recovery.
Without limiting Section 11. 4 or other provisions of this Agreement entitling Buyer to invoice or otherwise request or demand payment from Seller, Buyer shall have the right to invoice Seller for any amount owed by Seller arising out of or relating to this Agreement that has not been included by Seller in a Monthly Invoice. Subject to Section 5.3 and Section 11.4, any amount invoiced by Buyer pursuant to this Section 11.2(b) shall be paid by Seller to Buyer by wire transfer of immediately available funds, in Dollars, to an account specified by Buyer under or in accordance with Section 19.1, on or before twenty (20) Days after receipt by Seller of an itemized invoice from Buyer, setting forth, in reasonable detail, the basis for such payment; provided, however, that, to the extent such amount should have been included in a Monthly Invoice, then, if the due date that would have applied to such amount according to Section 11.1 is earlier than the due date prescribed by this sentence, such earlier due date shall apply to such amount.
Without limiting Section 11. 5.5, a Party may disclose the financial terms of this Agreement to any Third Party or in any press release only (a) with the prior written approval of the other Party, or (b) if required by applicable Law, rule or regulation.
Without limiting Section 11. 4, the Borrower shall indemnify and hold harmless the Administrative Agent and the Lenders and their respective officers, directors and employees and their respective successors, from and against all fines, penalties, actions, suits, legal proceedings and all costs and expenses associated therewith (including legal fees) arising out of or in any way connected with any failure of any Loan Party or any Subsidiary of any Loan Party to perform its obligations under this Section.
Without limiting Section 11. 3.1, upon expiration or termination of this Agreement for any reason, BioCardia shall have [***] months following the expiration or termination of this Agreement to continue to Distribute within the Field any Product held by BioCardia as of the effective date of expiration or termination.
Without limiting Section 11. 2.1 or Section 11.2.2, if any Event of Default exists, Lender may in its discretion do any one or more of the following from time to time:
(a) declare any Obligations immediately due and payable, whereupon they shall be due and payable without diligence, presentment, demand, protest or notice of any kind, all of which are hereby waived by Borrower to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Bank Product Debt and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Lender may advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require Borrower to assemble Collateral, at Borrower's expense, and make it available to Lender at a place designated by Lender; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by Borrower, Borrower agrees not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Lender, in its discretion, deems advisable. Borrower agrees that 10 days notice of any proposed sale or other disposition of Collateral by Lender shall be reasonable. Lender shall have the right to conduct such sales on any Obligor's premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Lender shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Lender may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may set off the amount of such price against the Obligations.
Without limiting Section 11. 05, the Parties acknowledge and agree that all provisions contained in this Section 7.04 are included for the sole benefit of the Parties, and that nothing herein, whether express or implied, (i) shall create any third-party beneficiary or other rights (A) in any other person, including any employees or former employees of the Company, any of the Company’s Subsidiaries or any Affiliate of the Company, any Company Employee, or any dependent or beneficiary thereof, or (B) to continued employment with Parent or any of its Affiliates (including, following the Effective Time, the Surviving Corporation), (ii) shall be treated as an amendment or other modification of any Company Benefit Plan or employee benefit plan of Parent or its Subsidiaries, or (iii) shall limit the right of Parent or its Subsidiaries (including, following the Effective Time, the Surviving Corporation) to amend, terminate or otherwise modify any Company Benefit Plan or employee benefit plan of Parent or its Subsidiaries following the Effective Time.
Without limiting Section 11. 5.1 of this Agreement:
(a) [***];
(b) [***]; and
(c) [***].
Without limiting Section 11. 2(a), any filing of, or amendment or supplement to, the Proxy/Registration Statement will be prepared by TopCo, SPAC and the Company and filed by TopCo with the SEC. Each of TopCo, SPAC and the Company will advise the such other parties, promptly after receiving notice thereof, of the time when the Proxy/Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of TopCo Shares to be issued or issuable in connection with this Agreement for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Proxy/Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto, and shall provide such other parties with a reasonable opportunity to provide comments and amendments to any such filing. TopCo, SPAC and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to comments of the SEC or its staff with respect to the Proxy/Registration Statement and any amendments filed in response thereto.
Without limiting Section 11. 9(a), upon each conveyance of an ORRI to NPI Holder, and subject to receipt of the purchase price thereof, Administrative Agent shall subordinate the Lien of Property under the Loan Documents to the ORRI and ORRI Documents for such ORRI in form reasonably satisfactory to Administrative Agent and Borrower.
