Excluded Controversies Sample Clauses

Excluded Controversies. At the election of the Corporation or its subsidiaries, the provisions of this Section 9.2 shall not apply to any controversies relating to the enforcement of the covenant not to compete or the use and protection of the trademarks, service marks, trade names, copyrights, patents, confidential information and trade secrets of the Corporation or its subsidiaries, including (without limitation) the right of the Corporation or its subsidiaries to apply to any court of competent jurisdiction for appropriate injunctive relief for the infringement of the rights of the Corporation or its subsidiaries.
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Excluded Controversies. At the election of the Corporation or its subsidiaries, the provisions of this Section 9.2 shall not apply to any controversies relating to the enforcement of the covenant not to compete or the use and protection of the trademarks, service marks, trade names, copyrights, patents, confidential information and trade secrets of Sonic Corp. or its subsidiaries, including (without limitation) the right of the Corporation or its subsidiaries to apply to any court of competent jurisdiction for appropriate injunctive relief for the infringement of the rights of Sonic Corp. or its subsidiaries.
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Excluded Controversies. At the election of Sonic or its Affiliate, the provisions of this Section 14.03 shall not apply to any controversies relating to any fee due Sonic or its Affiliate; any promissory note payments due Sonic or its Affiliate; or any trade payables due Sonic or its Affiliate as a result of the purchase of equipment, goods, or supplies. At the election of Sonic or its Affiliate, the provisions of this Section 14.03 also shall not apply to any controversies relating to the use and protection of the Proprietary Marks or the Sonic System, including (without limitation) Sonic’s right to apply to any court of competent jurisdiction for appropriate injunctive relief for the infringement of the Proprietary Marks or the Sonic System.
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Excluded Controversies. At the election of SONIC or its Affiliate, the provisions of this Section 14.04 shall not apply to any controversies relating to any fee due SONIC or its Affiliate; any promissory note payments due SONIC or its Affiliate; or any trade payables due SONIC or its Affiliate as a result of the purchase of equipment, goods or supplies. The provisions of this Section 14.04 also shall not apply to any controversies relating to the use and protection of the Proprietary Marks or the Sonic System, including (without limitation) SONIC’s right to apply to any court of competent jurisdiction for appropriate injunctive relief for the infringement of the Proprietary Marks or the Sonic System.
Sample 1Sample 2
Excluded Controversies. At the election of the Licensor or its Affiliate, the provisions of this Section 14.04 shall not apply to any controversies relating to any fee due the Licensor or its Affiliate; any promissory note payments due the Licensor or its Affiliate; or any trade payables due the Licensor or its Affiliate as a result of the purchase of equipment, goods or supplies. The provisions of this Section 14.04 also shall not apply to any controversies relating to the use and protection of the Proprietary Marks or the Sonic System, including (without limitation) the Licensor’s right to apply to any court of competent jurisdiction for appropriate injunctive relief for the infringement of the Proprietary Marks or the Sonic System.
Sample 1
Excluded Controversies. The provisions of this section shall not apply to any controversies relating to the ownership, use, or protection of either party’s trade names, trademarks, service marks, trade dress, copyrights, or patent rights, including the party’s right to apply to any court of competent jurisdiction for injunctive relief. With regard to any excluded controversy, the federal and state courts in Denver, Colorado, shall constitute the proper, sole, and exclusive venue and forum for any action arising out of or in any way related to this Agreement. Each party to this Agreement hereby consents to any of those court’s exercise of personal jurisdiction over the party in that type of action and expressly waives all objections the party otherwise might have to that exercise of personal jurisdiction.
Sample 1
Excluded Controversies. The provisions of this Section 12 shall not apply to any controversies relating to the ownership, use or protection of the trademarks, service marks, trade names, logotypes, trade dress, copyrights, or patent rights of Sonic or its affiliates, including (without limitation) the right of Sonic or its affiliates to apply to any court of competent jurisdiction for injunctive relief.
Sample 1
Excluded Controversies. The provisions of this Section 22 shall not apply to any disputes relating to the ownership, use or protection of EPL trademarks, service marks, trade names, logotypes, trade dress, copyrights, patent rights, trade secrets, and/or confidential information, including (without limitation) EPL right to apply to any court of competent jurisdiction for injunctive relief on the grounds that the absence of that relief may render an arbitration award ineffectual.
Sample 1

Related to Excluded Controversies

  • Excluded Contracts All of Seller's right, title and interest in, to and under the Contracts listed on Schedule 1.2(b) attached hereto (the "Excluded Contracts");

  • Excluded Costs The following items are considered general overhead items and shall not be billed to the District: 2.1.6.1 Salaries and other compensation of Developer’s personnel stationed at Developer’s principal office or offices other than the Project Field Office, except as specifically provided in Subparagraphs 2.1.3.2. and 2.1.3.4. 2.1.6.2 Expenses of Developer’s principal office and offices other than the Project Field Office. 2.1.6.3 Overhead and general expenses, except as may be expressly included in this Section 2. 2.1.6.4 Developer’s capital expenses, including interest on Developer’s capital employed for the Work. 2.1.6.5 Costs that would cause the Guaranteed Maximum Price (as adjusted by Change Order) to be exceeded.

  • Excluded Claims Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): (i) any rights or claims for indemnification you may have pursuant to any written indemnification agreement with the Company to which you are a party, the charter, bylaws, or operating agreements of the Company, or under applicable law; (ii) any rights which are not waivable as a matter of law; and (iii) any claims for breach of this Agreement. In addition, nothing in this Agreement prevents you from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission, the Department of Labor, or any other government agency, except that you acknowledge and agree that you are hereby waiving your right to any monetary benefits in connection with any such claim, charge or proceeding. You hereby represent and warrant that, other than the Excluded Claims, you are not aware of any claims you have or might have against any of the Released Parties that are not included in the Released Claims.

  • Extended Contracts A. In the event the number of days in a MBU’s contract is extended, that MBU shall be paid at the daily rate of 1/207 of their scheduled salary per additional day. MBUs on an extended contract shall receive B. All counselors shall have five (5) additional days added to their work calendar. These days shall extend their regular work calendar to 212 days for the regular school year.

  • Excluded Assets The Purchased Assets shall not include any of the following property and assets (collectively, the “Excluded Assets”): (a) all book debts and other debts due or accruing due to Seller prior to the Closing Time and the benefit of all security for such accounts, notes and debts, other than Accounts Receivable; (b) receivables owing to the Seller or a Subsidiary (other than CCSC) relating to the Real Time Transaction; (c) all cash on hand, cash equivalents, and bank deposits of the Seller or a Subsidiary (other than CCSC); (d) all Short Term Investments of the Seller or a Subsidiary (other than CCSC); (e) all minute books and stock ledgers of the Seller or a Subsidiary (other than CCSC); (f) all Indebtedness to the Seller of any Affiliate or Subsidiary of the Seller; (g) all personnel records that the Seller or a Subsidiary is required by Applicable Law to retain in its possession; (h) all sponsorship obligations of the Seller under Employee Plans, Pension Plans, and Statutory Plans; (i) all income Tax installments paid by the Seller or a Subsidiary and the right to receive any refund of income Taxes paid by the Seller or a Subsidiary; (j) Georgia State research and development tax credits receivables; (k) Georgia State research and development deferred income; (l) all equity or other ownership interests in Subsidiaries of the Seller other than CCSC; (m) the Contracts described in Schedule 2.2(m) (the “Excluded Contracts”); and (n) the leases described in Schedule 2.2(n) (the “Excluded Leases”).

  • Restricted Actions Prior to the conversion of, or redemption of, the Series D Shares (other than with respect to Section 8.1(e) which shall survive the conversion of the Series D Shares and shall terminate on the date that no Securities are outstanding), without the prior written consent of the holders of a majority of the Series D Shares (other than with respect to Section 8.1(e) which shall require the prior written consent of the holders of a majority of the Underlying Common Stock), the Company shall not, nor shall the Company suffer or permit any member of the Company Group to, directly or indirectly: (a) use the proceeds from the sale of the Series D Shares and the Warrants hereunder other than (i) to pay the Closing Fee, the CRP Fee and other fees and expenses associated with the transactions contemplated by this Agreement and the Related Documents, (ii) for Permitted Acquisitions and (iii) for working capital and general corporate purposes; (b) prior to the third anniversary of the Initial Closing Date, consummate a Company Sale unless the amount of cash consideration and the Market Price (as of the date of receipt) of any other consideration received by the holders of the Underlying Common Stock, in the aggregate, in such Company Sale, plus the aggregate value of any cash hereafter distributed or issued as a dividend or distribution with respect to any of the Securities is equal to 175% of the aggregate amount of capital invested in the Securities; (c) incur, create, assume or in any way become liable for any Indebtedness for Borrowed Money, Capital Leases or Guarantees unless at the time of and after giving pro forma effect to such incurrence and the application of proceeds therefrom, the ratio of the Company’s Indebtedness for Borrowed Money to EBITDA would be less than or equal to 2.0 to 1.0. Solely for purposes of this Section 8.1(c), (x) Indebtedness for Borrowed Money shall mean all obligations of the Company Group for borrowed money which should be classified upon the obligor’s balance sheet as liabilities, the present value of any Capital Leases and the amount of all Guarantees (whether or not required to be reflected on such obligor’s balance sheet as liabilities), in each case as determined in accordance with GAAP, and (y) EBITDA shall mean the net income of the Company Group (including in the “Company Group” for all purposes of this Section 8.1(c)(y), MAI Systems Corporation and its direct and indirect subsidiaries, for the entire period being measured, regardless of whether such period includes time periods preceding the acquisition of MAI Systems Corporation by the Company), (A) adjusted for the elimination of the following items if, and only if, such items shall never require the expenditure of cash by any member of the Company Group: (1) non-cash interest; (2) non-cash employee compensation expense and (3) nonrecurring non-cash charges, (B) minus any extraordinary gains and other non-recurring gains and (C) plus to the extent deducted from net income (1) income tax expense; (2) depreciation and amortization expense and (3) the aggregate cash interest expense of the Company Group paid, payable or accrued for such period, all of which calculations shall be determined in accordance with GAAP based on the consolidated financial statements of the Company Group for the 12 month period ending on the last day of the fiscal quarter for which the most recent financial statements have been delivered to the Purchasers pursuant to Section 8.3; provided, that notwithstanding the foregoing provisions of this Section 8.1(c), (x) the Company may incur Indebtedness under Capital Leases in an amount not to exceed $1,000,000 in the aggregate outstanding at any time, and (y) the Company may incur Indebtedness under that certain Credit Agreement, dated as of the date of this Agreement, by and between the Company, certain Subsidiaries of the Company, the lenders named therein, and Xxxxx Fargo Foothill, Inc., as Arranger and Administrative Agent in effect on the date hereof (the “Senior Facility”) even though the Ratio will exceed 2.0 to 1.0, if such Indebtedness is incurred to finance Permitted Acquisitions or for working capital and general corporate purposes on or after the date of this Amendment and either (i) following such incurrence, the aggregate amount of Indebtedness outstanding under the Senior Facility does not exceed $23,000,000; or (ii) such Indebtedness under the Senior Facility (A) is incurred at any time during the period beginning on March 31, 2007 and ending on Xxxxxxxx 00, 0000, (x) does not exceed $30,000,000 and (c) is incurred when the Company’s EBITDA for the twelve month period ended on the most recently ended fiscal quarter equals or exceeds the Minimum EBITDA Targets set forth opposite the date below that corresponds to the most recently ended fiscal quarter prior to the date of the borrowing: March 31, 2007 $ 9,000,000 June 30, 2007 $ 9,000,000 September 30, 2007 $ 10,701,744 December 31, 2007 $ 11,862,744 (d) from and after the third anniversary of the Initial Closing Date, consummate a Company Sale unless the amount of cash consideration and the Market Price (as of the date of receipt) of any other consideration received by the holders of the Series D Preferred Stock, in the aggregate, in such Company Sale is at least equal to the Series D Redemption Price for all such shares of Series D Preferred Stock;

  • Extended Contract The in-school work year of employees contracted on a twelve-month (12) basis shall not exceed two hundred forty-four (244) days.

  • Permitted Actions Anything to the contrary in this Section 3 notwithstanding, any Claimholder may: (i) if an Insolvency Proceeding has been commenced by or against any Grantor, file a claim, proof of claim or statement of interest with respect to (i) in the case of an ABL Claimholder, the ABL Debt, and (ii) in the case of a Term Claimholder, the Term Debt, and in each case, subject in all respects to this Agreement, the Collateral securing such Debt; (ii) take any action (not adverse to the priority status of the Liens on the Priority Collateral held by the Priority Agent with respect thereto, or the rights of the Priority Agent or any other Priority Claimholder to undertake Enforcement Actions with respect thereto) in order to create or perfect its Lien in and to the Collateral; (iii) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of (i) in the case of a claim of an ABL Claimholder in respect of the ABL Debt, the ABL Claimholders, or (ii) in the case of a claim of a Term Claimholder in respect of the Term Debt, the Term Claimholders, in each case including any claims secured by the Collateral, if any, in each case, in accordance with the express provisions of this Agreement; (iv) vote on any plan of reorganization and make any filings and motions that are, in each case, not in contravention of the express provisions of this Agreement, with respect to (A) in the case of an ABL Claimholder, the ABL Debt, and (B) in the case of a Term Claimholder, the Term Debt, and (in each case) the Collateral; (v) join (but not exercise any control with respect to) any judicial foreclosure proceeding or other judicial lien enforcement proceeding with respect to the Priority Collateral of - 28 - WEIL:\96331350\2\35899.0561 the Priority Agent initiated by such Priority Agent to the extent that any such action could not reasonably be expected, in any material respect, to restrain, hinder, limit, delay for any material period or otherwise interfere with an Enforcement Action by such Priority Agent (it being understood that neither the Junior Agent nor any Junior Claimholder shall be entitled to receive any proceeds from the Priority Collateral unless otherwise expressly permitted herein); (vi) the Term Agent or any Term Claimholder may exercise any of its rights or remedies with respect to the ABL Priority Collateral in accordance with the Term Documents after the termination of the ABL Priority Standstill Period to the extent permitted by Section 3.1 above; and (vii) the ABL Agent or any ABL Claimholder may exercise any of its rights or remedies with respect to the Term Priority Collateral in accordance with the ABL Documents after the termination of the Term Priority Standstill Period to the extent permitted by Section 3.2 above.

  • Excluded Collateral Notwithstanding the foregoing provisions of this ss.2, such grant of security interest shall not extend to, and the term "Collateral" shall not include, any chattel paper and general intangibles which are now or hereafter held by the Company as licensee, lessee or otherwise, to the extent that (i) such chattel paper and general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained; provided, however, that the foregoing grant of security interest shall extend to, and the term "Collateral" shall include, (1) any and all proceeds of such chattel paper and general intangibles to the extent that the assignment or encumbering of such proceeds is not so restricted and (2) upon any such licensor, lessor or other applicable party consent with respect to any such otherwise excluded chattel paper or general intangibles being obtained, thereafter such chattel paper or general intangibles as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term "Collateral."

  • Excluded Obligations Notwithstanding anything to the contrary expressed or implied in the Debt Documents, the Security Agent shall not: (a) be bound to enquire as to (i) whether or not any Default has occurred or (ii) the performance, default or any breach by a Debtor or a Security Grantor of its obligations under any of the Debt Documents; (b) be bound to account to any other Party for any sum or the profit element of any sum received by it for its own account; (c) be bound to disclose to any other person (including but not limited to any Secured Party) (i) any confidential information or (ii) any other information if disclosure would, or might in its reasonable opinion, constitute a breach of any law or be a breach of fiduciary duty; and (d) have or be deemed to have any relationship of trust or agency with, any Debtor.