Conflict; Survival Sample Clauses

Conflict; Survival. (i) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with an Underwritten Offering are in conflict with the foregoing provisions, (A) as between the Company and the underwriters, and as between the Holders and the underwriters, the provisions of the underwriting agreement shall control and (B) as between the Company and the Holders, if the provisions of this Agreement would provide for more extensive indemnification or contribution in favor of the Holders, the provisions of this Agreement shall control. (ii) The obligations of the Company and the Holders under this Section 4 shall survive the completion of any offering of Registrable Securities pursuant to a Registration Statement under this Agreement, and otherwise.
Sample 1
Conflict; Survival. This PIMA is made a part of the Agreement. In the event of a conflict or inconsistency between this PIMA and any other portion of the Agreement, this PIMA will govern. For the avoidance of doubt, this PIMA governs the treatment of Personal Data notwithstanding that it may be considered Confidential or proprietary information that is subject to other obligations regarding confidentiality and use under the Agreement.
Sample 1
Conflict; Survival. Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control. The obligations of the Company and Holders under Section 6 shall survive the completion of any offering of Registrable Securities in a registration statement. SECTION 7 RULE 144 REPORTING With a view to making available the benefits of certain rules and regulations of the SEC which may at any time permit the sale of the Registrable Securities to the public without registration, the Company agrees to, and agrees to cause Pubco to: (a) Make and keep public information available, as those terms are understood and defined in Rule 144, at all times in accordance with the requirements of the Exchange Act from and after the effective date of the Reverse Merger; (b) File with the SEC in a timely manner all reports and other documents required of the Company or Pubco under the Securities Act and the Exchange Act at any time after it has become subject to such reporting requirements; and (c) So long as a Holder owns any Registrable Securities, furnish to such Holder forthwith upon request a written statement by the Company or Pubco as to its compliance with the current public information requirements of said Rule 144 and of the Exchange Act (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company or Pubco, and such other reports and documents of the Company or Pubco, and such other reports and documents so filed as a Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing such Holder to sell any such securities without registration; and (d) Take such action, including the voluntary registration of its common stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective. -11- SECTION 8 STANDOFF AGREEMENT Upon the effectiveness of any registration statement for the underwritten public offering of equity securities of the Company or Pubco...
Sample 1
Conflict; Survival. In the event of any conflict between the terms of the Lease and the terms of this Amendment, the terms and provisions of this Amendment shall control in all events. Except as specifically modified or amended by the terms of this Amendment, the Lease remains in full force and effect, without change or modification, and is hereby ratified and confirmed in such respect.
Sample 1
Conflict; Survival. In the event of a conflict or inconsistency between this DPA and any other portion of the Agreement, this DPA will govern. For the avoidance of doubt, this DPA governs the treatment of Personal Data notwithstanding that it may be considered Confidential or proprietary information that is subject to other obligations regarding confidentiality and use under the Agreement.
Sample 1

Related to Conflict; Survival

  • Conflict Waiver The Pledgor hereby acknowledges that the Escrow Agent is general counsel to the Pledgee, a partner in the general partner of the Pledgee, and counsel to the Pledgee in connection with the transactions contemplated and referred herein. The Pledgor agrees that in the event of any dispute arising in connection with this Agreement or otherwise in connection with any transaction or agreement contemplated and referred herein, the Escrow Agent shall be permitted to continue to represent the Pledgee and the Pledgor will not seek to disqualify such counsel and waives any objection Pledgor might have with respect to the Escrow Agent acting as the Escrow Agent pursuant to this Agreement.

  • Conflict of Provisions Where there is any conflict between the provisions of this Agreement and any regulation, direction or other instrument dealing with terms and conditions of employment issued by the Employer, the provisions of this Agreement shall prevail.

  • Conflict in Provisions To the extent that any provisions of this Article VIII shall conflict with the provisions of Articles IV, V and/or VII, the provisions of this Article VIII shall govern.

  • Conflict Remedies (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors that a material irreconcilable conflict exists, LIFE COMPANY will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own expense and to the extent reasonably practicable (as determined by a majority of the Disinterested Directors), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIF, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at AVIF's election, to withdraw each Account's investment in AVIF or any Fund. No charge or penalty will be imposed as a result of such withdrawal. Any such withdrawal must take place within six (6) months after AVIF gives notice to LIFE COMPANY that this provision is being implemented, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY for the purchase and redemption of Shares of AVIF. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY conflicts with the majority of other state regulators, then LIFE COMPANY will withdraw each Account's investment in AVIF within six (6) months after AVIF's Board of Directors informs LIFE COMPANY that it has determined that such decision has created a material irreconcilable conflict, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE COMPANY agrees that any remedial action taken by it in resolving any material irreconcilable conflict will be carried out at its expense and with a view only to the interests of Participants. (e) For purposes hereof, a majority of the Disinterested Directors will determine whether or not any proposed action adequately remedies any material irreconcilable conflict. In no event, however, will AVIF or any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

  • Conflict of Terms Except as otherwise provided in this Agreement or any of the other Loan Documents by specific reference to the applicable provisions of this Agreement, if any provision contained in this Agreement conflicts with any provision in any of the other Loan Documents, the provision contained in this Agreement shall govern and control.

  • Conflict Between Documents This Note and, unless otherwise provided in any other Loan Document, the other Loan Documents shall be governed by and construed under the laws of the state named in Bank's address on the first page hereof without regard to that state's conflict of laws principles. If the terms of this Note should conflict with the terms of any loan agreement or any commitment letter that survives closing, the terms of this Note shall control.

  • Conflict or Inconsistency In the event of a conflict or inconsistency between the Additional Provisions and the provisions in Schedule “A”, the following rules will apply: (a) the Parties will interpret any Additional Provisions in so far as possible, in a way that preserves the intention of the Parties as expressed in Schedule “A”; and (b) where it is not possible to interpret the Additional Provisions in a way that is consistent with the provisions in Schedule “A”, the Additional Provisions will prevail over the provisions in Schedule “A” to the extent of the inconsistency.

  • Conflict Resolution The Parties agree to resolve issues that may arise in the course of this partnership and shall act reasonably and in good faith in the event a conflict or disagreement should arise in the interpretation or implementation of the obligation, terms, and/or responsibilities of the Parties to this Agreement. Throughout the conflict resolution process it is important to balance the need to be responsive to the District’s instructional needs as well as the College’s responsibility to provide a quality dual credit program while also maintaining accreditation. Conflicts should be resolved at the lowest level possible with an understanding that, if no agreement is reached, there is a procedure for advancing the conflict through each Party’s organization. The key approach will be to maintain communications with early discussion sought on issues/conflicts and solutions summarized in writing after each discussion. In order to be collaborative, the College must be able to communicate with the administrators on campus in which the dual credit students/programs are present. Each Party shall designate an administrative liaison for the purpose of resolving concerns at both the campus (liaison must be Principal or other designated campus administrator) and College level (Director, Dual Credit Programs). If a resolution is not found at that initial level, the conflict resolution process shall move to a designated District level administrator (such as a District Director or Assistant Superintendent of Instruction) and a designated College level administrator (Director, Prospective Student Relations and Enrollment Management). If the conflict continues then the process shall proceed to the District Superintendent and the Vice Chancellor, Student Affairs of the College. If a resolution is not found through those initial levels, a request may be made that the matter be handled through the Parties’ respective legal counsel.

  • Conflict with Law If any provision of this Agreement, or any application of the provisions of this Agreement, or any agreement reached under its terms, conflicts with Ohio or federal law, regulation, ruling or order, now or hereafter enacted or issued, such provisions, application or agreement shall be inoperative but the remaining provisions herein shall remain in effect.

  • Conflicts Between Terms If this Contract conflicts with an applicable local, state, or federal law, regulation, or court order, applicable local, state, or federal law, regulation, or court order shall control. Varying degrees of stringency among the main body of this Contract, the exhibits or attachments, and laws, regulations, or orders are not deemed conflicts, and the most stringent requirement shall control. Each party shall notify the other immediately upon the identification of any apparent conflict or inconsistency concerning this Contract.

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