Without limiting the generality of Subsection Sample Clauses

Without limiting the generality of Subsection. (a) of this Section and notwithstanding any other provision contained herein, the holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders of the Securities to the holders of Senior Indebtedness, do any one or more of the following: (1) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Indebtedness or any instrument evidencing the same or any agreement under which Senior Indebtedness is outstanding; (2) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness; (3) release any Person liable in any manner for the collection or payment of Senior Indebtedness; and (4) exercise or refrain from exercising any rights against the Company and any other Person; provided, however, that in no event shall any such actions limit the right of the Holders of the Securities to take any action to accelerate the maturity of the Securities in accordance with the provisions set forth in Article Five or to pursue any rights or remedies under this Indenture or under applicable laws if the taking of such action does not otherwise violate the terms of this Article.
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Without limiting the generality of Subsection. (a) of this Section, the holders of Senior Indebtedness may, any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders of the Securities to the holders of Senior Indebtedness, do any one or more of the following: (1) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Indebtedness or any instrument evidencing the same or any agreement under which Senior Indebtedness is outstanding; (2) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness; (3) release any Person liable in any manner for the collection or payment of Senior Indebtedness; and (4) exercise or refrain from exercising any rights against the Company and any other Person; provided, however, that in no -------- ------- event shall any such actions limit the right of the Holders of the Securities to take any action to accelerate the maturity of the Securities pursuant to Article 5 of this Indenture or to pursue any rights or remedies hereunder or under applicable laws if the taking of such action does not otherwise violate the terms of this Article, subject to the rights, if any, under this Article, of the holders, from time to time, of Senior Indebtedness to receive the cash, property or securities receivable upon the exercise of such rights or remedies. 100
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Without limiting the generality of Subsection. 13.4 (a), the provisions of Sections 6.3, 6.5 and 6.6 and of Articles IX, XI, XII and XIII of this Agreement shall survive the expiration or termination of this Agreement.
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Without limiting the generality of Subsection. 6.3.1, Lessee agrees to and shall comply with all applicable equal employment opportunity and nondiscrimination laws of the United States, the State of Washington, and The City of Seattle, including but not limited to Chapters 14.04, 14.10 and 20.42 of the Seattle Municipal Code, as they may be amended from time to time, and rules, regulations, orders and directives of the associated administrative agencies and their officers.
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Without limiting the generality of Subsection. (a) of this Section, the holders of Senior Guarantor Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Section or the obligations hereunder of the holders of the Guarantee to the holders of Senior Guarantor Indebtedness, do any one or more of the following: (1) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Guarantor Indebtedness or any instrument evidencing the same or any agreement under which Senior Guarantor Indebtedness is outstanding; (2) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Guarantor Indebtedness; (3) release any Person liable in any manner for the collection or payment of Senior Guarantor Indebtedness; and
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Without limiting the generality of Subsection. 2.1(a), NeoPharm agrees to use Due Diligence in providing additional technical and scientific assistance to BioChem in connection with BioChem's efforts to obtain HPB approval for any use of the Product in the Field; provided that such assistance shall not result in NeoPharm having to conduct any additional clinical trials or other activities or having to make any additional expenditures not provided for by NeoPharm with respect to research and development of the Product outside the Territory under the BUdR NDA. NeoPharm shall, concurrently with any submissions regarding approval of the Product for use and sale in any indications made by NeoPharm, its Affiliates or licensees to the FDA or similar Governmental Bodies outside the Territory, unless prohibited from doing so by a written agreement with a third Person, provide BioChem with a copy of and the right to reference any and all NeoPharm Know-How contained in such submissions, as well as of additional NeoPharm Know- How supplied to such Governmental Bodies. Should NeoPharm be prohibited from providing BioChem with copies of and a right to reference any NeoPharm Know-How due to a written confidentiality agreement as aforesaid, NeoPharm shall use its best efforts to obtain BioChem such copies and right to reference. BioChem shall be entitled to incorporate data contained in any such NDA or other application for regulatory approval in any documents BioChem is required to file with the HPB in an attempt to seek approval to commercialize the Product in the Territory. At the written request of BioChem, NeoPharm shall provide, shall cause its Affiliates to provide, or shall use its Due Diligence to obtain from any of its licensees outside the Territory, written notification to HPB of BioChem's right to reference any such NDA or other application for regulatory approval in any NDS filed by BioChem with respect to use of the Product in the Territory. The Parties acknowledge that, in reviewing BioChem's NDS for the Product, HPB may require additional information to that which is contained in the BUdR NDA and/or made available to BioChem pursuant to the forgoing provisions of this Subsection 2.1(b). Should HPB request such additional information, and NeoPharm is in possession of or has access to such information, NeoPharm shall, unless prohibited from doing so by a written agreement with a third Person, provide copies thereof to BioChem for use hereunder. BioChem shall be required to reimburse NeoPharm for all rea...
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Without limiting the generality of Subsection. 7.1(a), during the Interim Period, the Vendor shall: (i) maintain adequate levels of Inventories to carry on the Business as conducted from and after August 31, 1999; (ii) use its best efforts to keep available the services of the present employees and agents of the Business and to maintain its relations and goodwill with the suppliers, customers, distributors and any others having business relations with the Business; (iii) use reasonable efforts consistent with past practice to preserve the possession and control of Assets and to preserve the confidentiality of any confidential or proprietary information of the Business; (iv) use its best efforts to conduct the Business in such a manner that on the Closing Date the representations and warranties of the Vendor contained in this Agreement with respect to the Assets and operation of the Assets shall be true, correct and complete as if such representations and warranties were made on and as of such date; (v) until the Closing Date continue to make such capital expenditures as are necessary or advisable, in the course of business as conducted from and after August 31, 1999, to ensure basic maintenance of the Assets and the health and safety of its employees; (vi) immediately upon becoming aware of the existence of: (A) any Notice from, proceeding before or order of any Governmental Entity requiring it to comply with or take action under any Environmental Law, or (B) any state of affairs respecting the Leased Properties, Assets or Business which could reasonably be expected to give rise to future Environmental Liabilities and Costs in the amount of $10,000.00 or more, the imposition of any fine, or the shutting down of any facility for any period of time, notify the Purchaser in writing and provide details of any actions taken in response; and (vii) without limiting the generality of the obligations of the Vendor under Paragraph 7.1(c)(vi), notify the Purchaser of any occurrences of the following nature: (A) receipt of any Notice or Claim to the effect that it is or may be liable to any Person as a result of the Discharge or threatened Discharge of any Substance into the Environment in, on, under or adjacent to its Leased Properties or any other property relating to the Business; (B) receipt of any Notice that it is subject to investigation by any Governmental Entity concerning whether any Remedial Action is needed to respond to the Discharge or threatened Discharge of any Substance into the Environment in, on...
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Without limiting the generality of Subsection. (a) and except as otherwise expressly provided in this Agreement, before the Effective Time, the Company will comply with all laws applicable to the conduct of its business and continue in effect its present insurance coverage and will not, without the prior written consent of Provant, (i) issue, sell, or pledge, or authorize or propose the issuance, sale, or pledge of (A) any shares of capital stock of any class (including the Shares), or securities
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Related to Without limiting the generality of Subsection

  • GRANTOR'S REPRESENTATIONS AND WARRANTIES Grantor warrants that: (a) this Agreement is executed at Borrower's request and not at the request of Lender; (

  • Disclaimer of Other Representations and Warranties EACH PURCHASER (INDIVIDUALLY AND ON BEHALF OF ITS EQUITYHOLDERS) ACKNOWLEDGES AND AGREES THAT NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES MAKES ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER EXCEPT AS EXPRESSLY SET FORTH IN THE SIGNING DATE AGREEMENTS OR IN ANY CERTIFICATE DELIVERED BY THE COMPANY TO EITHER PURCHASER IN ACCORDANCE WITH THE TERMS THEREOF, AND SPECIFICALLY (BUT WITHOUT LIMITING THE GENERALITY OF THE FOREGOING) THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THE SIGNING DATE AGREEMENTS, NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO (X) ANY PROJECTIONS, ESTIMATES OR BUDGETS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES DELIVERED OR MADE AVAILABLE TO EITHER PURCHASER (OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES OR REPRESENTATIVES) OF FUTURE (I) REVENUES, (II) RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), (III) CASH FLOWS OR (IV) FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANY AND/OR ANY OF ITS SUBSIDIARIES OR (Y) THE FUTURE BUSINESS AND OPERATIONS OF THE COMPANY AND/OR ANY OF ITS SUBSIDIARIES.

  • Guarantor’s Representations and Warranties Guarantor represents and warrants to Lender that (A) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (B) this Guaranty is executed at Borrower’s request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor’s risks under this Guaranty, and Guarantor further agrees that, absent a request for information, ▇▇▇▇▇▇ shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

  • Survival of Covenants, Representations and Warranties All covenants, agreements, representations and warranties made herein or in any documents or other papers delivered by or on behalf of the Borrowers, or any of them, pursuant hereto shall be deemed to have been relied upon by the Lenders, regardless of any investigation made by or on behalf of the Lenders and shall survive the execution and delivery of this Master Agreement and the making by the Lenders of the Loans as herein contemplated and shall continue in full force and effect so long as any Loan, Obligation or any other amount due under this Agreement remains outstanding and unpaid or unsatisfied.

  • APPOINTMENT OF CUSTODIAN; ACCOUNTS; REPRESENTATIONS, WARRANTIES, AND COVENANTS (a) Each Fund hereby appoints Custodian as custodian of all Securities and cash at any time delivered to Custodian during the term of this Agreement, and authorizes Custodian to hold Securities in registered form in its name or the name of its nominees. Custodian hereby accepts such appointment and agrees to establish and maintain one or more securities accounts and cash accounts for each Series in which Custodian will hold Securities and cash as provided herein. Custodian shall maintain books and records segregating the assets of each Series from the assets of any other Series. Such accounts (each, an "Account"; collectively, the "Accounts") shall be in the name of the Fund on behalf of the relevant Series. (a) Custodian may from time to time establish on its books and records such sub-accounts within each Account as a Fund and Custodian may reasonably agree upon (each a "Special Account"), and Custodian shall reflect therein such assets as the Fund may specify in a Certificate or Instructions. (b) Custodian may from time to time establish pursuant to a written agreement with and for the benefit of a broker, dealer, futures commission merchant or other third party identified in a Certificate or Instructions such accounts on such terms and conditions as a Fund and Custodian shall reasonably agree, and Custodian shall transfer to such account such Securities and money as the Fund may specify in a Certificate or Instructions.