For avoidance of doubt Sample Clauses

For avoidance of doubt. (a) the Vehicle Purchase Amount set out in this Agreement and the Confirmation Notice shall not be the final amount but shall be adjusted upwards by Momentum at its sole discretion in accordance with any exchange rate losses and costs incurred by Momentum, any tax, duty, government fees and charges incurred, plus any unforeseen charges, costs, fees, expenses incurred by Momentum while providing the Motor Vehicle Importation services. Momentum shall provide written notice to the Customer explaining the reason(s) for such increase and the new Vehicle Purchase Amount prior to delivery of the Imported Vehicle to the Customer. The Customer shall pay the extra amount as invoiced by Momentum. The Customer agrees that any failure or delay providing written reasons or notifying the Customer of such increase shall not make the increase ineffective; and
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For avoidance of doubt. 1.2.1 the reference to any statute in this Covenant extends to and includes any amendment to or substitution of that statute;
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For avoidance of doubt. The provisions of Sections 7 (Confidentiality), 8 (Non-Competition) and 9 (Remedies) shall survive the end of the Term and remain in full force and effect as provided in the Original Agreement, it being understood that the phrase "termination of this Agreement" or any similar phrase used in the aforesaid sections of the Original Agreement shall mean (i) the date of termination pursuant to paragraph 1 hereof or (ii) any termination date pursuant to termination in accordance with the provisions of Sections 10(a) through 10(f) of the Original Agreement.
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For avoidance of doubt. Borrowers hereby acknowledge that time is of the essence with respect to the performance of any and all collateral and financial reporting covenants made by Borrowers under the Credit Agreement (including all reporting covenants set fort in Article IX of the Credit Agreement as amended by this Amendment) and Borrowers shall strictly comply with the delivery dates and time lines associated with delivery of such reports and statements to Agent. Borrowers further acknowledge that failure to strictly comply with such deadlines may be considered a Forbearance Default.
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Related to For avoidance of doubt

  • Avoidance Provisions It is the intent of each Guarantor, the Administrative Agent and the Guarantied Parties that in any Proceeding, such Guarantor’s maximum obligation hereunder shall equal, but not exceed, the maximum amount which would not otherwise cause the obligations of such Guarantor hereunder (or any other obligations of such Guarantor to the Administrative Agent and the Guarantied Parties) to be avoidable or unenforceable against such Guarantor in such Proceeding as a result of Applicable Law, including without limitation, (a) Section 548 of the Bankruptcy Code and (b) any state fraudulent transfer or fraudulent conveyance act or statute applied in such Proceeding, whether by virtue of Section 544 of the Bankruptcy Code or otherwise. The Applicable Laws under which the possible avoidance or unenforceability of the obligations of such Guarantor hereunder (or any other obligations of such Guarantor to the Administrative Agent and the Guarantied Parties) shall be determined in any such Proceeding are referred to as the “Avoidance Provisions”. Accordingly, to the extent that the obligations of any Guarantor hereunder would otherwise be subject to avoidance under the Avoidance Provisions, the maximum Guarantied Obligations for which such Guarantor shall be liable hereunder shall be reduced to that amount which, as of the time any of the Guarantied Obligations are deemed to have been incurred under the Avoidance Provisions, would not cause the obligations of such Guarantor hereunder (or any other obligations of such Guarantor to the Administrative Agent and the Guarantied Parties), to be subject to avoidance under the Avoidance Provisions. This Section is intended solely to preserve the rights of the Administrative Agent and the Guarantied Parties hereunder to the maximum extent that would not cause the obligations of any Guarantor hereunder to be subject to avoidance under the Avoidance Provisions, and no Guarantor or any other Person shall have any right or claim under this Section as against the Administrative Agent and the Guarantied Parties that would not otherwise be available to such Person under the Avoidance Provisions.

  • Collaboration Agreement The Collaboration Agreement shall not have been terminated in accordance with its terms and shall be in full force and effect.

  • Services Not Exclusive Nothing in this Agreement shall limit or restrict USBFS from providing services to other parties that are similar or identical to some or all of the services provided hereunder.

  • Limitation of responsibility of Existing Lender (a) Unless expressly agreed to the contrary, an Existing Lender is not responsible to a New Lender for the legality, validity, adequacy, accuracy, completeness or performance of:

  • SERVICES TERM Unless otherwise agreed in writing, the Service that you order will start at the earlier of (a) your first use of the Service, (b) the date you purchased the Service, or (c) the start date contained in the Order Form, and, in each case, will end at the expiration of the Services Term unless sooner terminated as set forth below. Subscriptions automatically renew for successive terms of the same duration as the original Services Term, unless either party gives written notice to the other party of its intention not to renew at least thirty (30) days before the expiration of the applicable Services Term. Any Services that you order must be consumed during the applicable Services Term and any unused Services will expire.

  • Exclusivity of Services The Subadviser shall devote its best efforts and such time as it deems necessary to provide prompt and expert service to Client and the Fund. The services of Subadviser to be provided hereunder are not to be deemed exclusive and Subadviser shall be free to provide similar services for its own account and the accounts of other persons and to receive compensation for such services. Client acknowledges that Subadviser and its Affiliates and Subadviser's other clients may at any time, have, acquire, increase, decrease or dispose of positions in the same investments which are at the same time being held, acquired for or disposed of under this Agreement for the Fund. Subadviser shall have no obligation to acquire or dispose of a position in any investment pursuant to this Agreement simply because Subadviser, its directors, members, Affiliates or employees invest in such a position for its or their own accounts or for the account of another client.

  • Limitation of responsibility of Existing Lenders (a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:

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