General Exception. Notwithstanding anything in this Agreement to the contrary, this Section 8 shall not apply to the grant of any lien or encumbrance on any right, title, or interest in a Company Claim in favor of a bank or broker-dealer holding custody of any such right, title, or interest in the Company Claim in the ordinary course of business that is released upon the Transfer of any such right, title, or interest.
General Exception. The provisions of sections 6.1, 6.4 and 6.5 shall not be applicable if a Shareholder Disposes of or Alienates all or part of the Shares or Convertible Securities, if any, he/it holds, and the Directors shall authorize (or, for further clarity, the Shareholders shall cause any of their representatives acting as Directors to authorize) the said Disposition or Alienation notwithstanding any other provisions in the articles or by-laws of the Corporation (other than those necessary for the maintenance of its closed company status within the meaning of the SECURITIES ACT (Quebec)), the whole without prior authorization from the other Shareholders, provided that this Disposition or Alienation be made to, or in favour of, a Person wholly-owned by such Shareholder or in respect of which such Shareholder holds the entirety of beneficial interest in or in favour of a Person by whom or by which the Shareholder is wholly-owned, in all cases, subject to the following conditions:
6.7.1 that the assignee (i) confirm to the other Shareholders and to the Corporation its irrevocable consent to be bound by the provisions of this Agreement by transmitting to them an intervention duly executed, (ii) succeed this Shareholder in all its rights, benefits, obligations and responsibilities under this Agreement and (iii) be substituted for this Shareholder as completely as if the assignee were named in each provision of this Agreement and undertake not to issue shares of its share capital or Convertible Securities to a Person other than the assignor without the prior written consent of the other Shareholders, which consent may be given or refused at their entire discretion;
6.7.2 that the Shares and Convertible Securities, if any, thus Disposed of or Alienated remain subject to the provisions of this Agreement in the hands of the said assignee;
6.7.3 that the Shareholder remain bound by this Agreement and undertake not to Dispose of or Alienate all or any part of the Shares of the assignee that it will hold without having obtained the prior written consent of the other Shareholders, which consent may be given or refused at their entire discretion.
General Exception. Notwithstanding Clause 5.1 (Standing Authority) of this Appendix, the Company is authorised by the Client to deposit the Client’s Margin with any relevant Clearance System, the Company’s nominee, or other entity pursuant to Clause 10 (Custody and Safekeeping of Investment Products) of the Terms, and to deal with the Client's Margin in any manner as the Company considers appropriate for the purpose of enforcing the Margin created under this Appendix (including any sale of any Collateral permitted by this Appendix to realise moneys to make any payment due from the Client to the Company pursuant to the Agreement).
General Exception. Notwithstanding the foregoing, the computations and payments of amounts to the United States referred to in IV need not be made to the extent that the Issuer will not thereby fail to comply with any requirements of Section 148(f) and the Instructions based on an opinion of bond counsel.
General Exception. Nothing in this Agreement shall be construed to prevent the adoption or enforcement by either Party of measures:
(a) necessary to protect public security or public morals or to maintain public order (12);
(b) necessary to protect human, animal or plant life or health;
(c) necessary to secure compliance with laws or regulations which are not inconsistent with the provisions of this Agreement including those relating to:
(i) the prevention of deceptive and fraudulent practices or to deal with the effects of a default on contracts;
(ii) the protection of the privacy of individuals in relation to the processing and dissemination of personal data and the protection of confidentiality of individual records and accounts;
(iii) safety.
General Exception. Notwithstanding anything in this Agreement to the contrary, this Article 7 shall not apply to the grant of any lien or encumbrance on any right, title, or interest in a 2020 Note Claim in favor of a bank or broker-dealer holding custody of any such right, title, or interest in the 2020 Note Claim in the ordinary course of business that is released upon the Transfer of any such right, title, or interest.
General Exception. Notwithstanding anything to the contrary in Sections 2 and 3 of this Agreement, the Company shall not be obligated to make any payment to Indemnitee thereunder, to the extent it is finally determined that the actions for which indemnification is sought thereunder constitute fraud or willful misconduct by the indemnitee, or that such payment would be unlawful under applicable law.
General Exception. Notwithstanding anything to the contrary in this Section 7, the restrictions on Transfer set forth in this Section 7 shall not apply to the grant of any liens or encumbrances on any claims and interests in favor of a bank or broker-dealer holding custody of such claims and interests in the ordinary course of business and which lien or encumbrance is released upon the Transfer of such claims and interests.
