Except for. CARRIER’s liability under Par 1.E, unless otherwise agreed in writing, the Parties’ indemnity obligations shall be subject to the insurance coverage and monetary insurance limits referred to in Subp. 3. D.
Except for. (i) agreements explicitly contemplated hereby; (ii) option agreements and stock purchase agreements with employees, directors and consultants in the Company’s service (including all exhibits to such option and stock purchase agreements); (iii) offer letters of employment with the Company’s employees and similar letters and/or agreements with other service providers to the Company; and (iv) agreements set forth under Section 2.6(b) of the Schedule of Exceptions, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, or holders of the Company’s outstanding capital stock or any affiliate thereof, including, without limitation, spouses, or family members of any such officer, director or holders of such outstanding capital stock.
Except for. (i) the filing of the Certificate of Designations with the appropriate authorities and pursuant to the laws of the State of Florida, (ii) the filing of the articles of merger with the appropriate authorities and pursuant to the laws of the State of Delaware, and (iii) the requirement to obtain the Stockholder Approval which in any case shall be required to have occurred subsequent to the Closing, the execution and delivery of this Agreement by Parent does not, and the performance of its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which Parent is qualified to do business, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent, or prevent consummation of the Transaction or otherwise prevent the parties hereto from performing their obligations under this Agreement.
Except for. (i) the obligations assumed by the Parties (as applicable) under Sections 9.1 and 9.2; (ii) any breach by any party of its obligations under Section 10.2; (iii) any breach by any Party of another Party's intellectual property rights; or
Except for. 1. Those who have formal responsibility for evaluating other employees and making written recommendations concerning the employment status of other employees in the District; Or
Except for. (i) the filing of the Articles of Amendment with the appropriate authorities and pursuant to the laws of the State of Florida, and (ii) the requirement to obtain the Stockholder Approval which in any case shall be required to have occurred subsequent to the Closing, the execution and delivery of this Agreement by Qorus does not, and the performance of its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which Qorus is qualified to do business, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Qorus, or prevent consummation of the Transaction or otherwise prevent the parties hereto from performing their obligations under this Agreement.
Except for. (a) any Claims (as hereinafter defined) arising as a result of the gross negligence or wilful misconduct of Mortgagee during the term of this Mortgage; or (b) any Claims arising as a result of any acts of Mortgagee or its successors and assigns or the occurrence of any acts by any third parties after Mortgagee or its successor and assigns take possession of the Property, in the event Mortgagee takes possession of the Property after an Event of Default, Mortgagor will defend, indemnify, and hold harmless Mortgagee, and its employees, agents, officers, and directors, from and against any and all claims, demands, penalties, causes of action, fines, liabilities, settlements, damages, costs, or expenses of whatever kind or nature, known or unknown, foreseen or unforeseen, contingent or otherwise, including, without limitation, reasonable counsel and consultant fees and expenses, investigation and laboratory fees and expenses, court costs, and litigation expenses (all of the foregoing collectively for purposes of this Section the "Claims"), arising out of, or in any way related to: (i) any breach by Mortgagor of any of the provisions of this Section; (ii) the presence, disposal, spillage, discharge, emission, leakage, release, or threatened release of any Hazardous Material which is at, in, on, under, about, from or affecting the Property, including, without limitation, any damage or injury resulting from any such Hazardous Material to or affecting the Property or the soil, water, air, vegetation, buildings, personal property, persons or animals located on the Property, or in any other property or otherwise; (iii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to any such Hazardous Material; (iv) any lawsuit brought or threatened, settlement reached, or order or directive of or by any Governmental Authority relating to such Hazardous Material; or (v) any violation of any Environmental Requirement or any policy or requirement of Mortgagee hereunder. The aforesaid indemnification shall, notwithstanding any exculpatory or other provision of any other document or instrument now or hereafter executed and delivered in connection with the loan evidenced by the Notes and secured by this Mortgage, constitute the personal recourse undertakings, obligations and liabilities of Mortgagor, and shall survive the foreclosure or satisfaction of this Mortgage and the discharge of Mortgagor's other Obligations hereund...
Except for. (i) this Note and the other Securities; (ii) the conversion privileges of the Preferred Stock; (iii) the rights provided pursuant to the Amended and Restated Investors’ Rights Agreement, dated as of April 26, 2011 (the “Rights Agreement”), the Amended and Restated Voting Agreement, dated as of October 13, 2011, and the Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of April 26, 2011 (each as may be amended from time to time); (iv) the shares reserved for issuance pursuant to the 2006 Stock Plan as described above; (v) the warrants to purchase up to 145,180 shares of Series A Preferred Stock and up to 77,169 shares of Series B Preferred Stock; (vi) the shares of Preferred Stock reserved for issuance upon conversion of those certain subordinated convertible promissory notes, issued by the Company pursuant to the Note and Warrant Purchase Agreement, dated as of November 1, 2012, by and among the Company and the investors party thereto (the “2012 Note and Warrant Purchase Agreement”) (and the shares of Common Stock issuable upon conversion of such shares of Preferred Stock); and (vii) the shares of Preferred Stock reserved for issuance upon the exercise of those certain warrants to purchase shares, issued by the Company pursuant to the 2012 Note and Warrant Purchase Agreement (and the shares of Common Stock issuable upon conversion of such shares of Preferred Stock), respectively, there are no options, warrants or other rights (including conversion or preemptive rights and rights of first refusal or similar rights) to purchase any of the Company’s authorized and unissued capital stock.
