Without limiting the provisions of Section. 6.2(a), and except (A) as expressly contemplated or permitted by this Agreement, (B) as may be required by applicable Law, (C) as set forth in Section 6.2(b) of the Parent Disclosure Schedule, (D) as required by any Parent Material Agreement in effect as of the date of this Agreement, including the Parent Agreement, (E) with the prior written consent of the Partnership (which consent will not be unreasonably withheld, delayed or conditioned), during the Pre-Closing Period, the Parent Entities will not, and will cause each of their Subsidiaries not to:
(i) (A) issue or sell, or authorize the creation of, any additional equity interests or any additional options, warrants, convertible securities or exchangeable securities (other than ordinary course grants of awards in accordance with the terms of Parent’s Employee Benefit Plans) or (B) enter into any agreement with respect to the foregoing;
(ii) (A) split, combine or reclassify any of its equity, or (B) repurchase, redeem or otherwise acquire any of its membership, partnership or other of its equity interests or options, warrants, convertible securities or exchangeable securities, except upon the forfeiture of units, the settlement of units in accordance with the terms thereof or for the withholding of units to satisfy any Tax withholding obligations with respect to awards granted pursuant to any of Parent’s existing Employee Benefit Plan sponsored, maintained or contributed to by Parent for the benefit of any of its or its Affiliates’ employees;
(iii) (A) sell, lease, dispose of, license or convey all or any material portion of its capital assets, business or properties other than in the ordinary course of business consistent with past practice, including distributions permitted under Section 6.2(b)(iv) or (B) convert from a limited partnership or limited liability company, as the case may be, to any other business entity;
(iv) make or declare dividends or distributions to the holders of Parent Common Units, other than distributions permitted under the Parent Agreement by reason of regular quarterly cash distributions made out of the cash available for distribution of Parent, calculated in accordance with Section 6.2(b)(iv) of the Parent Disclosure Schedule and rounded up or down to the nearest cent per Parent Common Unit;
(v) make any amendment to the Parent Agreement or any Organizational Documents of Parent’s Subsidiaries as in effect on the date of this Agreement other than in a manner LA\4224998.8 US ...
Without limiting the provisions of Section. 9.03, Level 3 and the Borrower shall reimburse the Collateral Agent for all reasonable out-of-pocket costs and expenses, including the reasonable fees, charges and disbursements of counsel, incurred by it in connection with any action contemplated by this Section.
Without limiting the provisions of Section. 6.1.2, from the date hereof through the Closing Date, except as otherwise expressly permitted by this Agreement or as otherwise consented to by Buyer in writing, Seller shall not:
(a) Except in accordance with the terms and conditions of the FNF Secured Loans, amend its Articles of Incorporation or Bylaws (or similar organizational documents);
(b) issue, sell, deliver, grant, accelerate, repurchase, redeem any options for, or otherwise agree or commit to issue, sell or deliver any equity interests in Seller, including, without limitation, stock or any other securities;
(c) recapitalize, split, combine or reclassify any equity interests in Seller, including, without limitation, stock or other securities; declare, set aside, pay or make any dividend or other distribution or payment (whether in cash, units or property or any combination thereof) in respect of, or purchase, redeem or otherwise acquire any of its securities, or modify any of the terms of any such securities;
(A) other than debt in existence as of the date of this Agreement (including, without limitation, the FNF Secured Loans and the Homemark Secured Loans) or the refinancing of any such existing debt on more favorable terms to Seller, create, incur, assume, maintain or permit to exist any long-term debt or any short-term debt for borrowed money, provided, however, that Buyer's consent to the creation or incurrence of any new debt between the date of this Agreement through the Closing Date shall not be unreasonably withheld; (B) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person; or (C) make any loans, advances or capital contributions to, or investments in, any other Person;
(e) make any capital expenditure or capital expenditure commitment in excess of $50,000 whether individually or in the aggregate;
(f) grant (or commit to grant) any increase in the compensation (including incentive or bonus compensation) of any of its employees or institute, adopt or amend (or commit to institute, adopt or amend) any compensation or benefit plan, policy, program or arrangement or collective bargaining agreement applicable to any of its employees;
(g) amend, terminate or enter into any employment, consulting, severance, change in control or similar agreement or arrangement (including any commitment to pay retirement or other benefits) to or with any of its officers, directors or employees, or any collecti...
Without limiting the provisions of Section. 10.1 of the Master Lease (as the same is incorporated herein by reference pursuant to Section 20 below), Subtenant shall indemnify, defend, protect, and hold harmless Master Landlord, Sublandlord and their respective directors, officers, trustees, partners, employees, agents, successors, and assigns (collectively, “Sublandlord Indemnitees”) from and against any and all loss, cost, damage, expense and liability (including without limitation court costs and reasonable attorneys’ fees) (collectively, “Claims”) arising out of or in connection with the following: (a) any matter for which Master Landlord asserts a claim for indemnity pursuant to the Master Lease based upon the act, omission, or negligence of Subtenant or any person or entity claiming through or under Subtenant, or of any of their respective agents, employees, contractors, sub-subtenants, licensees, invitees, or visitors (“Subtenant Parties”), or (b) any failure by Subtenant to surrender the Subleased Premises at the end of the Term in the required condition, including, but not limited to, all rent and damages payable to Master Landlord pursuant to Article 16 of the Master Lease by reason of Subtenant’s failure to so surrender the Subleased Premises; provided, however, Subtenant shall not be obligated to indemnify any Sublandlord Indemnitees against any Claims (1) to the extent it is ultimately determined that the Claims resulted from the negligence of willful misconduct of such Sublandlord Indemnitee and are not covered by the insurance required to be carried by Subtenant hereunder, or (2) to the extent such indemnity is prohibited by applicable law. Should Sublandlord be named as a defendant in any suit brought against Subtenant for which Subtenant’s indemnity obligation is applicable, Subtenant shall pay to Sublandlord its reasonable and actual out-of-pocket costs and expenses incurred in such suit, including its actual professional fees such as appraisers’, accountants’ and attorneys’ fees. Subtenant’s obligations pursuant to this Section are in addition to, and not in lieu of, any indemnity or other similar obligations in the Master Lease for which Subtenant is responsible pursuant to Section 22 below, provided that, in the event of any inconsistency between this Section 12 and the comparable provisions of the Master Lease, Subtenant and Sublandlord agree that, as between Subtenant and Sublandlord, the provisions of this Section 12.1 shall govern. Further, Subtenant’s agreement to indemnify ...
Without limiting the provisions of Section. 3.7.1, the Parties acknowledge and agree that, other than as set out in Sections 5.4 and 12.3, Salix has no obligation to Develop or Commercialize any Licensed Product or any obligation to satisfy the conditions to the milestone payments set forth in Section 6.2 or to achieve any particular level of additional consideration or other payments (or additional consideration or other payments payable to Redhill under Section 6.3).”
5.3. Article 5 is hereby amended by the addition of the following after Section 5.3:
Without limiting the provisions of Section. 8 of the Capital Call Agreement, each of the parties hereto acknowledges and agrees that the Credit Agreement may be amended, modified or changed or any conditions to the incurrence of one or more Growth Capital Revolving Loans thereunder waived (in each case without requiring any notice to or consent from any party to this Capital Call Agreement), even if the effect thereof is to increase the obligations of the Designated Capital Call Investors pursuant to the Capital Call Agreement as a result of an increase to the Capital Call Amount in accordance with the definition thereof contained in the Capital Call Agreement or the addition of one or more Category III Capital Call Event Test Periods as a result thereof.
Without limiting the provisions of Section. 3.2, but in order to clarify some of the more important unilateral rights retained by City management, the City shall have the following unilateral management rights which it may exercise in its sole discretion:
(a) To determine the size and composition of the work force, including the number or composition of employees assigned to any particular operation, shift or turn;
(b) To determine the number or type of equipment, vehicles, materials, and supplies to be used, operated, or distributed;
(c) To hire, re-hire, promote, lay-off and recall employees;
(d) To reprimand, suspend, demote, discharge, or otherwise discipline employees for proper and just cause;
(e) To maintain and improve the efficiency of employees;
(f) To determine job content and minimum qualifications for job classifications and the amount and type of work;
(g) To engage in experimental and developmental projects;
(h) To establish new jobs, abolish or change existing jobs, and to increase or decrease the number of jobs or employees;
(i) To determine the assignment of work, and to schedule the hours and days to be worked on each job and each shift;
(j) To require employees to work overtime;
(k) To assign or reassign shifts, create, abolish or alter shifts, and rotate shifts;
(l) To discontinue, temporarily or permanently, in whole or in part any of its operations and to transfer, or assign all or any part of its operations or any part thereto to new facilities;
(m) To contract and/or subcontract, discontinue or otherwise dispose of or transfer any or all work operation or services or part thereof performed by any employee.
(n) To make time studies of workloads, job assignments, methods of operation and efficiency from time to time and to make changes based on said studies;
(o) To expand, reduce, alter, combine, transfer, assign, cease, or create any job, job classification, department or operation for any purpose;
(p) To determine the location, method, means and personnel by which operations are to be conducted, including the right to contract and sub-contract existing and future work;
(q) To control and regulate or discontinue the use of supplies, equipment, vehicles, and other property or services used, owned, possessed or leased by the City;
(r) To make, maintain, change, enforce or rescind policies, procedures, rules of conduct, orders, practices, and other operational procedures, policies and guides not inconsistent with this Agreement, including the right to alter or vary existing or p...
Without limiting the provisions of Section. 11.1 of the Credit Agreement, Borrower and Guarantors agree to pay all out of pocket costs and expenses (including without limitation reasonable fees and expenses of any counsel, financial advisor, industry advisor and agent for Lender) incurred before or after the date hereof by Lender and its affiliates in connection with the preparation, negotiation, execution, delivery and administration of this Agreement and the Loan Documents.
Without limiting the provisions of Section. 9.05, the Borrower shall reimburse the Administrative Agent, the Collateral Agent and the Lenders upon demand for all costs and expenses, including attorneys fees and disbursements and the allocated costs and disbursements of internal legal counsel, incurred by any of them in connection with any action contemplated by this Section 9.18.
Without limiting the provisions of Section. 35.1 hereof, neither Landlord nor any of its affiliates, nor any of their respective partners, shareholders, directors, officers, employees, members or agents shall be personally liable for Landlord’s obligations or any deficiency under this Lease, and service of process shall not be made against any shareholder, director, officer, employee or agent (other than Landlord’s agent for service of process on file with the California Secretary of State) of Landlord or any of Landlord’s affiliates. No partner, shareholder, director, officer, employee, member or agent of Landlord or any of its affiliates shall be sued or named as a party in any suit or action, and service of process shall not be made against any partner or member of Landlord except as may be necessary to secure jurisdiction of the partnership, joint venture or limited liability company, as applicable. No partner, shareholder, director, officer, employee, member or agent of Landlord or any of its affiliates shall be required to answer or otherwise plead to any service of process, and no judgment shall be taken or writ of execution levied against any partner, shareholder, director, officer, employee, member or agent of Landlord or any of its affiliates.
