Without limiting the provisions of Section Clause Samples

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(a), except as set forth in Section 6.1(b) of the Company Disclosure Letter, the Company covenants and agrees that, except as expressly provided in this Agreement or as required to comply with applicable Law, from and after the date of this Agreement and prior to the Effective Time, the Company will not, and will not permit any of its Subsidiaries to (without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayed if the action requested would not materially and adversely impact the expected pro forma financial data (including expected cost-savings) of Parent following consummation of the Merger as agreed by Parent and the Company): (i) amend or propose to amend its articles of incorporation or bylaws or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of or encumber any additional shares of, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of capital stock of any class of the Company or its Subsidiaries, other than issuances pursuant to the exercise of Company Options outstanding on the date hereof; (iii) (A) directly or indirectly, split, combine or reclassify the outstanding shares of capital stock of the Company, or any outstanding capital stock of any of the Subsidiaries of the Company; or (B) redeem, purchase or otherwise acquire directly or indirectly any of its capital stock; (iv) declare, set aside or pay any dividend or other distribution payable in cash, stock or property with respect to its capital stock; (v) adopt a plan of complete or partial liquidation or dissolution; (vi) (A) increase the compensation or benefits payable to any director, officer, other employee or consultant of the Company or any of its Subsidiaries; (B) grant any severance or termination pay to (or amend any such existing arrangement with) any director, officer, other employee or consultant of the Company or any of its Subsidiaries; (C) enter into any employment, deferred compensation or other similar agreement (or amend any such existing agreement) with any director, officer, other employee or contractor of the Company or any of its Subsidiaries; (D) increase any benefits payable under any existing severance or termination pay policies or agreements or employment agreements; or (E) permit any director, officer, other employee or contractor of the Company or any of its Subsidiaries who is not already a party to a...

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. 3.2, 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. 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. 3.7.1, 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. 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 Agents 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 9.19. 110 104

Without limiting the provisions of Section. 5.1(a) or as otherwise expressly provided in this Agreement, neither the Company nor any of its subsidiaries will: (i) issue, sell or dispose of additional shares of capital stock of any class (including shares of Company Common Stock) of the Company or any of its subsidiaries, or securities convertible into or exchangeable for any such shares or securities, or any rights, warrants or options to acquire any such shares or securities, other than shares of Company Common Stock issued upon exercise of the options disclosed in Schedule 3.3, in each case as disclosed on Schedule 3.3; (ii) redeem, purchase or otherwise acquire, or propose to redeem, purchase or otherwise acquire, any of its outstanding capital stock, or other securities of the Company or any of its subsidiaries; (iii) split, combine, subdivide or reclassify any of its capital stock or declare, set aside, make or pay any dividend or distribution on any shares of its capital stock except for dividends or distributions to the Company and its subsidiaries from their respective subsidiaries; (iv) sell, pledge, dispose of or encumber any of its assets, except for sales, pledges, dispositions or encumbrances in the ordinary course of business consistent with past practices or between the Company and its subsidiaries; (v) incur or modify any indebtedness or issue or sell any debt securities, or assume, guarantee, endorse or otherwise as an accommodation become absolutely or contingently responsible for obligations of any other person, or make any loans or advances, other than in the ordinary course of business consistent with past practices; (vi) adopt or amend any bonus, profit sharing, compensation, severance, termination, stock option, pension, retirement, deferred compensation, employment or other employee benefit agreements, trusts, plans, funds or other arrangements for the benefit or welfare of any director, officer or employee, or (except for normal increases in the ordinary course of business that are consistent with past practices and that, in the aggregate, do not result in a material increase in benefits or compensation expense to the Company) increase in any manner the compensation or fringe benefits of any director, officer or employee or pay any benefit not required by any existing plan or arrangement (including, without limitation, the granting or vesting of stock options or stock appreciation rights) or take any action or grant any benefit not expressly required under the terms of any e...