Common use of Certain Additional Covenants Clause in Contracts

Certain Additional Covenants. (a) Seller will, and will cause the management of the Company to, upon reasonable request, meet with Purchaser during normal business hours at C&A's or the Company's principal executive offices to discuss the general status of the ongoing operations of the Company, and Seller will notify Purchaser (i) of any emergency or change in the normal conduct of the Business and (ii) of any event, occurrence, fact, condition, change or effect that constitutes a breach of any representation, warranty or covenant of C&A or Seller hereunder of which, to the Knowledge of Seller, Purchaser or Parent does not also have Knowledge (other than any of the foregoing occurring after the date hereof and not constituting a breach of Seller's or C&A's covenants in this Agreement); provided, however, that for purposes of the rights and obligations of the parties, any supplemental or amended disclosure by Seller will not be deemed to have been disclosed unless so agreed in writing by Purchaser, or to preclude Purchaser from (i) seeking a remedy in damages for losses incurred as a result of the omission of such supplemented or amended disclosure, subject to the limitations set forth in Section 5.2 or (ii) terminating this Agreement if such supplemented or amended disclosure causes or reveals the failure of any condition to Purchaser's obligation to close. (b) Purchaser will notify Seller prior to the Closing if Purchaser obtains Knowledge of any breach of any representation, warranty or covenant of Seller or C&A hereunder of which, to the Knowledge of Purchaser, Seller or C&A does not also have Knowledge. (c) C&A and Seller will use reasonable efforts to have ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, L.L.P. consent to Purchaser's use of the audited financial statements included in the Financial Statements as may be required by applicable Law in the disclosure documents relating to Purchaser's contemplated financing.

Certain Additional Covenants. (a) Seller will, and will cause the ---------------------------- management of the Company to, upon reasonable request, meet with Purchaser during normal business hours at C&A's or the Company's principal executive offices to discuss the general status of the ongoing operations of the Company, and Seller will notify Purchaser (i) of any emergency or change in the normal conduct of the Business and (ii) of any event, occurrence, fact, condition, change or effect that constitutes a breach of any representation, warranty or covenant of C&A or Seller hereunder of which, to the Knowledge of Seller, Purchaser or Parent does not also have Knowledge (other than any of the foregoing occurring after the date hereof and not constituting a breach of Seller's or C&A's covenants in this Agreement); provided, however, that for purposes of the rights and obligations of the parties, any supplemental or amended disclosure by Seller will not be deemed to have been disclosed unless so agreed in writing by Purchaser, or to preclude Purchaser from (i) seeking a remedy in damages for losses incurred as a result of the omission of such supplemented or amended disclosure, subject to the limitations set forth in Section 5.2 or (ii) terminating this Agreement if such supplemented or amended disclosure causes or reveals the failure of any condition to Purchaser's obligation to close. (b) Purchaser will notify Seller prior to the Closing if Purchaser obtains Knowledge of any breach of any representation, warranty or covenant of Seller or C&A hereunder of which, to the Knowledge of Purchaser, Seller or C&A does not also have Knowledge. (c) C&A and Seller will use reasonable efforts to have ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, L.L.P. consent to Purchaser's use of the audited financial statements included in the Financial Statements as may be required by applicable Law in the disclosure documents relating to Purchaser's contemplated financing.

Certain Additional Covenants. (a) Seller willAradigm shall pay all royalties or other sums that Aradigm may owe to any THIRD PARTY by virtue of its activities under this Agreement, and will cause the management shall perform and observe all of the Company to, upon reasonable request, meet with Purchaser during normal business hours at C&Aother material obligations under all present and future agreements between Aradigm and any THIRD PARTY that are in any way related to Aradigm's ability to grant the rights Aradigm has granted to SB under this Agreement or to Aradigm's ability to perform its obligations to SB under this Agreement. In the Company's principal executive offices to discuss the general status of the ongoing operations of the Company, and Seller will notify Purchaser (i) of event that Aradigm receives notice from any emergency or change in the normal conduct of the Business and (ii) of any event, occurrence, fact, condition, change or effect such THIRD PARTY that constitutes Aradigm has committed a breach of its obligations under any representationsuch agreement, warranty or covenant if Aradigm anticipates such breach, which breach may give rise to a right by such THIRD PARTY to terminate or materially diminish Aradigm's rights to PATENTS and/or INFORMATION in the FIELD licensed to Aradigm, which PATENTS and/or INFORMATION are sublicensed to SB hereunder, or otherwise to diminish materially Aradigm's ability to perform its obligations to SB under this Agreement, Aradigm shall immediately notify SB of C&A or Seller hereunder of whichsuch situation, and Aradigm shall promptly cure such breach. However, if Aradigm is unable to cure such breach, Aradigm shall, to the Knowledge of Sellerextent possible, Purchaser or Parent does not also have Knowledge (other than any of the foregoing occurring after the date hereof and not constituting a permit SB to cure such breach of Selleron Aradigm's or C&A's covenants in this Agreement); provided, however, that for purposes of the rights and obligations of the parties, any supplemental or amended disclosure by Seller will not be deemed to have been disclosed unless so agreed in writing by Purchaser, or to preclude Purchaser from (i) seeking a remedy in damages for losses incurred as a result of the omission of such supplemented or amended disclosure, subject to the limitations set forth in Section 5.2 or (ii) terminating this Agreement if such supplemented or amended disclosure causes or reveals the failure of any condition to Purchaser's obligation to closebehalf. (b) Purchaser will notify Seller prior SB shall pay all royalties or other sums that SB may owe to any THIRD PARTY by virtue of its activities under this Agreement, and shall perform and observe all of the Closing if Purchaser obtains Knowledge of other material obligations under all present and future agreements between SB and any THIRD PARTY that are in any way related to SB's ability to perform its obligations to Aradigm under this Agreement. In the event that SB receives notice from any such THIRD PARTY that SB has committed a breach of its obligations under any representationsuch agreement, warranty or covenant if SB anticipates such breach, which breach may give rise to a right by such THIRD PARTY to terminate or materially diminish SB's rights under such agreement or otherwise to diminish materially SB's ability to perform its obligations to SB under this Agreement, SB shall immediately notify Aradigm of Seller or C&A hereunder of whichsuch situation, and SB shall promptly cure such breach. However, if SB is unable to cure such breach, SB shall, to the Knowledge of Purchaserextent possible, Seller or C&A does not also have Knowledgepermit Aradigm to cure such breach on SB's behalf. (c) C&A Aradigm agrees that Aradigm and Seller will its AFFILIATES shall not knowingly conduct any development work, either themselves or in conjunction with any other licensees or partners, on the AERx DEVICE or DRUG PRODUCTS for use reasonable efforts outside the FIELD; provided that the foregoing shall not be interpreted to have ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇prevent Aradigm or its AFFILIATES or other licensees from developing other Aradigm pulmonary drug delivery products, L.L.P. consent to Purchaserincluding products based on the AERx design or technology, for use outside the FIELD and shall not limit Aradigm's use of the audited financial statements included in the Financial Statements as may be required by applicable Law in the disclosure documents relating to Purchaser's contemplated financingrights under Section 2.9.

Certain Additional Covenants. In addition to the covenants contained elsewhere in this Lease, Tenant covenants, during the Lease Term and for such further time as Tenant occupies any part of the Premises: (a) Seller willto pay when due all Annual Fixed Rent and Additional Rent and all charges provided hereunder for utility services rendered to the Premises and, as further Additional Rent, all charges for additional and will cause special services rendered pursuant to Exhibit D; (b) to keep the management Premises equipped with all safety appliances (including without limitation fire extinguishers) required by law or ordinance or any other regulation of any public authority, to procure all licenses and permits, other than the Building certificate of occupancy, in accordance with the terms of Section 9.2 hereof; (c) not to place a load upon any floor in the Premises exceeding the floor load per square foot of area which such floor was designed to carry and which is allowed by law as set forth in Exhibit D attached hereto; and not to move any safe, vault or other heavy equipment in, about or out of the Company toPremises except in such manner and at such time as Landlord shall in each instance expressly authorize, such authorization not to be unreasonably withheld or conditioned. Tenant’s business machines and mechanical equipment shall be placed and maintained by Tenant at Tenant’s expense in settings sufficient to absorb and prevent vibration or noise that may be transmitted to the Building structure or to any other space in the Building; (d) to pay promptly when due all taxes which may be imposed upon personal property (including, without limitation, fixtures and equipment) in the Premises by whomever assessed; (e) to pay within thirty (30) days after demand as Additional Rent, regardless of whether any default or Event of Default has occurred or whether any proceeding to enforce the Lease has been commenced, all costs and expenses, reasonable request, meet attorneys’ fees and disbursements and other fees incurred by Landlord in connection with Purchaser during normal business hours at C&A's or the Company's principal executive offices to discuss the general status of the ongoing operations of the Company, and Seller will notify Purchaser (i) the successful enforcement by Landlord of any emergency or change in the normal conduct obligation of the Business and Tenant under this Lease; (ii) the successful preservation and enforcement of Landlord’s rights and remedies in connection with the Lease; (iii) any eventunsuccessful attempt by Tenant to enforce any obligation or purported obligation of Landlord under this Lease; (iv) any unsuccessful action or proceeding brought by Tenant against Landlord related to this Lease. If Tenant prevails in any action or proceeding to enforce any provision of this Lease or the unsuccessful attempt by Landlord to enforce any obligation or purported obligation of Tenant under this Lease, occurrenceLandlord shall pay within thirty (30) days after demand all costs and expenses, fact, condition, change or effect that constitutes a breach reasonable attorneys’ fees and disbursements and other fees incurred by Tenant in connection therewith. This provision shall survive the termination of any representation, warranty or covenant of C&A or Seller hereunder of which, this Lease; (f) [intentionally deleted]; (g) to the Knowledge of Seller, Purchaser or Parent does not also have Knowledge (other than any cause all of the foregoing occurring after windows in the date hereof and not constituting a breach of Seller's or C&A's covenants in this Agreement)Premises to be kept closed; provided, however, that for purposes to keep entirely unobstructed at all times all of the rights vents, intakes, outlets and obligations grills; and to comply with and observe all reasonable regulations and requirements prescribed by Landlord for the proper functioning of the partiesheating, any supplemental ventilating and air-conditioning system; and (h) not to, either directly or amended disclosure by Seller will not be deemed to have been disclosed unless so agreed in writing by Purchaser, or to preclude Purchaser from indirectly (i) seeking conduct business in the Premises in such a remedy in damages for losses incurred as a result of the omission of such supplemented manner that would or amended disclosure, subject to the limitations set forth in Section 5.2 may create or (ii) terminating this Agreement use any contractors and/or labor and/or materials if such supplemented the use thereof, would or amended disclosure causes may create, any labor disputes with other contractors and/or labor and/or materials engaged or reveals used by Tenant or Landlord in the failure of any condition to Purchaser's obligation to close. (b) Purchaser will notify Seller prior to the Closing if Purchaser obtains Knowledge of any breach of any representationconstruction, warranty or covenant of Seller or C&A hereunder of which, to the Knowledge of Purchaser, Seller or C&A does not also have Knowledge. (c) C&A and Seller will use reasonable efforts to have ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, L.L.P. consent to Purchaser's use maintenance and/or operation of the audited financial statements included in Unit or the Financial Statements Building or any part thereof. This provision shall apply prior to, as may be required by applicable Law in well as during, the disclosure documents relating to Purchaser's contemplated financingLease Term.