any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;

No Implied Rights. Nothing contained in this Agreement confers or will be construed to confer any rights or licenses by implication, estoppel or otherwise, in, to or under any intellectual property rights, other than the rights and licenses expressly granted in this Agreement. All rights not expressly granted by a Party under this Agreement are reserved to such Party. Without limitation, as between the Parties, Abmuno retains sole and exclusive ownership of all rights, title and interests in and to the Licensed IP.

Modifications and Combinations In Manner Other Than Ordinary Course. No license or immunity is granted under this Agreement by Enzo, either directly or by implication, estoppel, or otherwise, to any Person acquiring ​ Products for the modification or combination by such Person of ​ Products with other items other than # in the ordinary and intended manner in the ordinary course of use of ​ Products, # as specified by Sections 2.2 and 2.3, or # as otherwise permitted by the law of patent exhaustion.

At the Agent’s request, the Borrowers shall request Tenant estoppel certificates from each Tenant under a Lease, each in the form required by such Tenant’s lease or in a form acceptable by the Agent. The Agent agrees to limit such requests to not more than two (2) times in any Fiscal Year, provided that the foregoing limitation # shall be suspended following the occurrence of any Default (subject to reinstatement following the cure of such Default to the satisfaction of the Agent or the Agent’s express waiver of such Default) and # will terminate upon the occurrence of any Event of Default (it being agreed, however, that if the Agent subsequently grants a full waiver thereof and reinstates the Borrower to good standing hereunder, then the limitation will be considered reinstated on a prospective basis pending the occurrence of a further Event of Default, provided that, for the avoidance of doubt, in the event of a reinstatement following an Event of Default, any Tenant estoppel certificate requested by the Agent prior to or during the continuance of such Event of Default shall not count towards the limitation).

No Other Licenses. Merck will not grant any further licenses to any Third Party under the Compound Patent Rights and the Merck Know-How, to Develop, make, have made, use, import, export, Commercialize, sell, offer for sale, or market the Licensed Compound or the Licensed Product in the Field. Neither Party grants to the other Party any rights or licenses in or to any intellectual property, whether by implication, estoppel, or otherwise, other than the license rights that are expressly granted under this Agreement.

In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and

The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in the terms of the Ground Lease had occurred since the origination of the Mortgage Loan, except as reflected in any written instruments which are included in the related Mortgage File;

different from this Agreement. This Agreement may not be modified, amended, or terminated except by an instrument in writing signed by Executive and a duly authorized representative of the Company. By an instrument in writing similarly executed, Executive or a duly authorized officer of the Company, as applicable, may waive compliance by the other Party with any specifically identified provision of this Agreement that such other Party was or is obligated to comply with or perform; provided, however, that such waiver shall not operate as a waiver of, or estoppel with respect to, any other or subsequent failure. No failure to exercise and no delay in exercising any right, remedy, or power hereunder shall preclude any other or further exercise of any other right, remedy, or power provided herein or by law or in equity.

Property Document Representations. With respect to each Property Document: # each Property Document is in full force and effect and has not been amended, restated, replaced or otherwise modified (except, in each case, as expressly set forth herein) and ​’s interest therein has not been assigned pursuant to any assignment which survives the Closing Date, except the assignment to the ​ pursuant to the Loan Documents, # there are no defaults under any Property Document by any party thereto and, to ​’s knowledge, no event has occurred which, but for the passage of time, the giving of notice, or both, would constitute a default under any Property Document, # all rents, additional rents, common maintenance charges and other sums due and payable under the Property Documents have been paid in full, # no party to any Property Document has commenced any action or given or received any notice for the purpose of terminating any Property Document, and # the representations made in any estoppel or similar document delivered with respect to any Property Document in connection with the Loan are true, complete and correct and are hereby incorporated by reference as if fully set forth herein.

​ and its Affiliates shall not have the right to sublicense or otherwise grant, in whole or in part, sublicenses under the Licensed Enzo Patent Rights. The license granted herein shall not extend to cover any products of a Third Party that acquires or is acquired by ​ or its Affiliates on or after the Effective Date (whether by merger, consolidation, share acquisition, or acquisition of all or substantially all assets or otherwise), including without limitation products made, used, imported, exported, distributed, sold, offered for sale, developed, advertised, and practiced by such Third Party before the date of such acquisition. The license granted herein shall not include any rights to the Licensed Enzo Patent Rights other than those expressly provided by this section. No license or immunity is granted under this Agreement by Enzo, either directly or by implication, estoppel, or otherwise, to any Person acquiring ​ Products for the modification or combination by such Person of ​ Products with other items other than in the ordinary manner in the ordinary course of use of ​ Products, or as specified in Sections 2.2 and 2.3, or as otherwise permitted by the law of patent exhaustion.