Common use of Waiver and Non-Exclusion of Remedies Clause in Contracts

Waiver and Non-Exclusion of Remedies. A Party's failure to enforce, at any time or for any period of time, any provision of this Agreement, or to exercise any right or remedy shall not constitute a waiver of that provision, right or remedy or prevent such Party from enforcing any or all provisions of this Agreement and exercising any rights or remedies. To be effective any waiver must be in writing. All rights and remedies are cumulative and, except as expressly provided in Section 21.5 and elsewhere in this Agreement, do not exclude any other right or remedy provided by law or otherwise available. 33 EQUITABLE RELIEF Avanir acknowledges and agrees that the restrictions set forth in Section 3.7.2 and Article 14 of this Agreement are reasonable and necessary to protect the legitimate interests of AstraZeneca and that AstraZeneca would not have entered into this Agreement in the absence of such restrictions, and that any breach or threatened breach of any provision of Section 3.7.2 and Article 14 will result in irreparable injury to AstraZeneca for which there will be no adequate remedy at law. In the event of a breach or threatened breach of any provision of Section 3.7.2 and Article 14, AstraZeneca shall be authorised and entitled to obtain from any court of competent jurisdiction injunctive relief, whether preliminary or permanent, specific performance and an equitable accounting of all earnings, profits and other benefits arising from such breach, which rights shall be cumulative and in addition to any other rights or remedies to which AstraZeneca may be entitled in law or equity. Avanir agrees to waive any requirement that AstraZeneca (a) post a bond or other security as a condition for obtaining any such relief, and (b) show irreparable harm, balancing of harms, consideration of t▇▇ ▇▇blic interest or inadequacy of monetary damages as a remedy. Nothing in this Article 33 is CONFIDENTIAL TREATMENT REQUESTED intended, or should be construed, to limit AstraZeneca's rights to equitable relief or any other remedy for a breach of any other provision of this Agreement.

Waiver and Non-Exclusion of Remedies. A Party's failure to enforce, (a) Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or for any period on behalf of time, any provision the Party waiving such term or condition. The waiver by either Party hereto of this Agreement, or to exercise any right hereunder or remedy of the failure to perform or of a breach by the other Party shall not constitute be deemed a waiver of that provisionany other right hereunder or of any other breach or failure by such other Party whether of a similar nature or otherwise, right or remedy or prevent such Party from enforcing any or all provisions of and nothing in this Agreement and exercising shall be deemed a waiver by any rights Party of any right to specific performance or remediesinjunctive relief. To be effective any waiver must be in writing. All The rights and remedies provided herein are cumulative and, except as expressly provided in Section 21.5 and elsewhere in this Agreement, do not exclude any other right or remedy provided by law applicable Law or otherwise available. 33 EQUITABLE RELIEF Avanir acknowledges and agrees available except as expressly set forth herein. (b) The Parties agree that irreparable harm would occur in the event that the restrictions set forth Closing is not consummated in Section 3.7.2 and Article 14 accordance with the terms of this Agreement are reasonable and necessary to protect the legitimate interests of AstraZeneca and that AstraZeneca would not have entered into this Agreement in the absence of such restrictionsAgreement, and that money damages or other legal remedies would not be an adequate remedy for any such harm. Accordingly, the Parties acknowledge and hereby covenant and agree that in the event of any breach or threatened breach of any provision of Section 3.7.2 and Article 14 will result the covenants, agreements or obligations set forth in irreparable injury to AstraZeneca for which there will be no adequate remedy at law. In the event of a breach or threatened breach of any provision of Section 3.7.2 and Article 14this Agreement, AstraZeneca shall be authorised and entitled to obtain from any court of competent jurisdiction injunctive relief, whether preliminary or permanent, specific performance and an equitable accounting of all earnings, profits and other benefits arising from such breach, which rights shall be cumulative and then in addition to any other rights remedy available at law or remedies to which AstraZeneca may in equity, the non-breaching Party will be entitled in to an injunction or injunctions to prevent or restrain any breaches or threatened breaches of this Agreement, and to specifically enforce the terms and provisions of this Agreement to enforce compliance with the covenants, agreements and obligations under this Agreement. Each Party hereby covenants and agrees not to raise, and irrevocably waives, any objections to the availability of such relief that a remedy at law or equity. Avanir agrees to waive any requirement would be adequate and that AstraZeneca (a) post a bond or other security as a condition for obtaining any such relief, and (b) show irreparable harm, balancing of harms, consideration of t▇▇ ▇▇blic interest or inadequacy of monetary damages as a remedy. Nothing in this Article 33 is CONFIDENTIAL TREATMENT REQUESTED intended, or should will be construed, to limit AstraZeneca's rights to equitable relief or any other remedy for a breach of any other provision of this Agreementrequired.

Waiver and Non-Exclusion of Remedies. A Party's failure to enforce, (a) Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or for any period on behalf of time, any provision the Party waiving such term or condition. The waiver by either Party hereto of this Agreement, or to exercise any right hereunder or remedy of the failure to perform or of a breach by the other Party shall not constitute be deemed a waiver of that provisionany other right hereunder or of any other breach or failure by such other Party whether of a similar nature or otherwise, right or remedy or prevent such Party from enforcing any or all provisions of and nothing in this Agreement and exercising shall be deemed a waiver by any rights Party of any right to specific performance or remediesinjunctive relief. To be effective any waiver must be in writing. All The rights and remedies provided herein are cumulative and, except as expressly provided in Section 21.5 and elsewhere in this Agreement, do not exclude any other right or remedy provided by law applicable Law or otherwise available. 33 EQUITABLE RELIEF Avanir acknowledges and agrees available except as expressly set forth herein. (b) The Parties agree that irreparable harm would occur in the event that the restrictions set forth transactions contemplated hereby are not consummated in Section 3.7.2 and Article 14 accordance with the terms of this Agreement are reasonable and necessary to protect the legitimate interests of AstraZeneca and that AstraZeneca would not have entered into this Agreement in the absence of such restrictionsAgreement, and that money damages or other legal remedies would not be an adequate remedy for any such harm. Accordingly, the Parties acknowledge and hereby covenant and agree that in the event of any breach or threatened breach of any provision of Section 3.7.2 and Article 14 will result the covenants, agreements, or obligations set forth in irreparable injury to AstraZeneca for which there will be no adequate remedy at law. In the event of a breach or threatened breach of any provision of Section 3.7.2 and Article 14this Agreement, AstraZeneca shall be authorised and entitled to obtain from any court of competent jurisdiction injunctive relief, whether preliminary or permanent, specific performance and an equitable accounting of all earnings, profits and other benefits arising from such breach, which rights shall be cumulative and then in addition to any other rights remedy available at law or remedies to which AstraZeneca may in equity, the non-breaching Party will be entitled in to seek an injunction or injunctions to prevent or restrain any breaches or threatened breaches of this Agreement, and to specifically enforce the terms and provisions of this Agreement to enforce compliance with the covenants, agreements, and obligations under this Agreement. Each Party hereby covenants and agrees not to raise, and irrevocably waives, any objections to the availability of such relief that a remedy at law or equity. Avanir agrees to waive any requirement would be adequate and that AstraZeneca (a) post a bond or other security as a condition for obtaining any such relief, and (b) show irreparable harm, balancing of harms, consideration of t▇▇ ▇▇blic interest or inadequacy of monetary damages as a remedy. Nothing in this Article 33 is CONFIDENTIAL TREATMENT REQUESTED intended, or should will be construed, to limit AstraZeneca's rights to equitable relief or any other remedy for a breach of any other provision of this Agreementrequired.

Waiver and Non-Exclusion of Remedies. A Party's failure to enforce, (a) Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by the Party waiving such term or for any period condition. The waiver by either Party hereto of time, any provision of this Agreement, or to exercise any right hereunder or remedy of the failure to perform or of a breach by the other Party shall not constitute be deemed a waiver of that provisionany other right hereunder or of any other breach or failure by such other Party whether of a similar nature or otherwise, right or remedy or prevent such Party from enforcing any or all provisions of and nothing in this Agreement and exercising shall be deemed a waiver by any rights Party of any right to specific performance or remediesinjunctive relief. To be effective any waiver must be in writing. All The rights and remedies provided herein are cumulative and, except as expressly provided in Section 21.5 and elsewhere in this Agreement, do not exclude any other right or remedy provided by law applicable Law or otherwise available. 33 EQUITABLE RELIEF Avanir acknowledges and agrees available except as expressly set forth herein. (b) The Parties agree that irreparable harm would occur in the event that the restrictions set forth Closing is not consummated in Section 3.7.2 and Article 14 accordance with the terms of this Agreement are reasonable and necessary to protect the legitimate interests of AstraZeneca and that AstraZeneca would not have entered into this Agreement in the absence of such restrictionsAgreement, and that money damages or other legal remedies would not be an adequate remedy for any such harm. Accordingly, the Parties acknowledge and hereby covenant and agree that in the event of any breach or threatened breach of any provision of Section 3.7.2 and Article 14 will result the covenants, agreements or obligations set forth in irreparable injury to AstraZeneca for which there will be no adequate remedy at law. In the event of a breach or threatened breach of any provision of Section 3.7.2 and Article 14this Agreement, AstraZeneca shall be authorised and entitled to obtain from any court of competent jurisdiction injunctive relief, whether preliminary or permanent, specific performance and an equitable accounting of all earnings, profits and other benefits arising from such breach, which rights shall be cumulative and then in addition to any other rights remedy available at law or remedies to which AstraZeneca may in equity, the non-breaching Party will be entitled in to an injunction or injunctions to prevent or restrain any breaches or threatened breaches of this Agreement, and to specifically enforce the terms and provisions of this Agreement to enforce compliance with the covenants, agreements and obligations under this Agreement. Each Party hereby covenants and agrees not to raise, and irrevocably waives, any objections to the availability of such relief that a remedy at law or equity. Avanir agrees to waive any requirement would be adequate and that AstraZeneca (a) post a bond or other security as a condition for obtaining any such relief, and (b) show irreparable harm, balancing of harms, consideration of t▇▇ ▇▇blic interest or inadequacy of monetary damages as a remedy. Nothing in this Article 33 is CONFIDENTIAL TREATMENT REQUESTED intended, or should will be construed, to limit AstraZeneca's rights to equitable relief or any other remedy for a breach of any other provision of this Agreementrequired.

Waiver and Non-Exclusion of Remedies. A Party's failure to enforce, (a) Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or for any period on behalf of time, any provision the Party waiving such term or condition. The waiver by either Party hereto of this Agreement, or to exercise any right hereunder or remedy of the failure to perform or of a breach by the other Party shall not constitute be deemed a waiver of that provisionany other right hereunder or of any other breach or failure by such other Party whether of a similar nature or otherwise, right or remedy or prevent such Party from enforcing any or all provisions of and nothing in this Agreement and exercising shall be deemed a waiver by any rights Party of any right to specific performance or remediesinjunctive relief. To be effective any waiver must be in writing. All The rights and remedies provided herein are cumulative and, except as expressly provided in Section 21.5 and elsewhere in this Agreement, do not exclude any other right or remedy provided by law applicable Law or otherwise available. 33 EQUITABLE RELIEF Avanir acknowledges and agrees available except as expressly set forth herein. (b) The Parties agree that irreparable harm would occur in the event that the restrictions set forth Closing is not consummated in Section 3.7.2 and Article 14 accordance with the terms of this Agreement are reasonable and necessary to protect the legitimate interests of AstraZeneca and that AstraZeneca would not have entered into this Agreement in the absence of such restrictionsAgreement, and that money damages or other legal remedies would not be an adequate remedy for any such harm. Accordingly, the Parties acknowledge and hereby covenant and agree that in the event of any breach or threatened breach of any provision of Section 3.7.2 and Article 14 will result the covenants, agreements or obligations set forth in irreparable injury to AstraZeneca for which there will be no adequate remedy at law. In the event of a breach or threatened breach of any provision of Section 3.7.2 and Article 14this Agreement, AstraZeneca shall be authorised and entitled to obtain from any court of competent jurisdiction injunctive relief, whether preliminary or permanent, specific performance and an equitable accounting of all earnings, profits and other benefits arising from such breach, which rights shall be cumulative and then in addition to any other rights remedy available at law or remedies to which AstraZeneca may in equity, the non-breaching Party will be entitled in to seek an injunction or injunctions to prevent or restrain any breaches or threatened breaches of this Agreement, and to specifically enforce the terms and provisions of this Agreement to enforce compliance with the covenants, agreements and obligations under this Agreement. Each Party hereby covenants and agrees not to raise, and irrevocably waives, any objections to the availability of such relief that a remedy at law or equity. Avanir agrees to waive any requirement would be adequate and that AstraZeneca (a) post a bond or other security as a condition for obtaining any such relief, and (b) show irreparable harm, balancing of harms, consideration of t▇▇ ▇▇blic interest or inadequacy of monetary damages as a remedy. Nothing in this Article 33 is CONFIDENTIAL TREATMENT REQUESTED intended, or should will be construed, to limit AstraZeneca's rights to equitable relief or any other remedy for a breach of any other provision of this Agreementrequired.