Limited Exclusions Sample Clauses

Limited Exclusions. Notwithstanding anything herein to the contrary, in no event shall the security interest granted in Section 2.1(a) attach to any lease, license, contract, property rights or agreement to which Grantor is a party or any of its rights or interests thereunder if and for so long as the grant of such security interest shall constitute or result in the abandonment, termination pursuant to the terms of, or a breach or default under, any such lease, license, contract, property rights or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9.406, 9.407, 9.408 or 9.409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable Law (including any Grantor Relief Law) or principles of equity); provided, however, that such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation or unenforceability shall be remedied and to the extent severable, shall attach immediately to any portion of such lease, license, contract, property rights or agreement that does not result in any of the consequences specified above. So long any property of Grantor is excluded from the security interest granted in Section 2.1(a) pursuant to the immediately preceding sentence, such property shall be excluded from the term “Collateral” for all purposes hereunder.
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Limited Exclusions. Notwithstanding Section 2.1 or the definition of “Collateral” to the contrary, the lien and security interest granted hereunder shall not extend to, and the term “Collateral” shall not include, any Excluded Property.
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Limited Exclusions. Notwithstanding Section 2.1 or the definitions of “Collateral” or the “Other Collateral” to the contrary, the Issuer does not grant a security interest pursuant to this Security Agreement or any other Security Instrument in any Excluded Property of the Issuer (and Excluded Property of the Issuer shall not be Collateral or Other Collateral for any purpose hereunder).
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Limited Exclusions. Notwithstanding Section 2.1 or the definitions of “Collateral” or the “Other Collateral” to the contrary, no Debtor grants a security interest pursuant to this Security Agreement or any other Security Instrument in any Excluded Property of Debtor (and Excluded Property of any Debtor shall not be Collateral or Other Collateral for any purpose hereunder).
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Limited Exclusions. Notwithstanding anything herein to the contrary, in no event shall the security interest granted in Section 2.01 attach to any lease, license, contract, property rights or agreement to which a Debtor is a party or any of its rights or interests thereunder if and for so long as the grant of such security interest would constitute or result in the abandonment, termination pursuant to the terms of, or a breach or default under, any such lease, license, contract, property rights or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9.406, 9.407, 9.408 or 9.409 of the UCC of any relevant jurisdiction or any other applicable Law (including any Debtor Relief Law) or principles of equity); provided, however, that such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation or unenforceability shall be remedied and to the extent severable, shall attach immediately to any portion of such lease, license, contract, property rights or agreement that does not result in any of the consequences specified above. So long as any property of a Debtor is excluded from the security interest granted in Section 2.01 pursuant to the immediately preceding sentence, such property shall be excluded from the term "Collateral" for all purposes hereunder. If the grant of a security interest in any lease, license, contract, property right or agreement existing on the date of this Agreement to which a Debtor is a party, or in any of its rights or interests thereunder, would constitute or result in the abandonment, termination pursuant to the terms of, or a breach or default under, any such lease, license, contract, property right or agreement (other than to the extent that any such term is rendered ineffective pursuant to Sections 9.406, 9.407, 9.408 or 9.409 of the UCC of any relevant jurisdiction or any other applicable Law (including any Debtor Relief Law) or principles of equity), such Debtor shall use commercially reasonable efforts to remove such term from such lease, license, contract, property right or agreement at the time of the next amendment to, extension of or restatement of such lease, license, contract, property right or agreement. With respect to each lease, license, contract, property right or agreement entered into by a Debtor after the date of this Agreement, each Debtor shall use commercially reasonable efforts to assure that such Debtor can grant to Administr...
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Limited Exclusions. Notwithstanding anything herein to the contrary, in no event shall the security interest granted in Section 2.01 attach to, or the representations and warranties contained herein apply to, any Excluded Property. So long as any Property of a Debtor is excluded from the security interest granted in Section 2.01 pursuant to the immediately preceding sentence, such Property shall be excluded from the term “Collateral” and each defined term used therein for all purposes hereunder.
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Limited Exclusions. Notwithstanding anything to the contrary in Section 2.3(b)(i), the Parties agree that an Apollo Entity shall be permitted an exception to solicit and negotiate with certain prospective Apollo-Restricted Customers that have been approved by Saturn in writing in advance (each such approved customer, a “Limited Excluded Apollo-Restricted Customer”) solely with respect to sale and distribution of the following Designated Products: [*****] as described in Schedule 1.1(b) for die sale opportunities to the extent relating to [*****], respectively, (the “Limited Exclusion Product”), provided, that, each such die sale opportunity, the applicable Apollo Entity has provided Saturn with a notification regarding that Apollo Entity’s intention to pursue such die sale(each such opportunity, a “Limited Exclusion Transaction”) and subject to the following terms and conditions: (1) Prior to commencement of any negotiation with respect to any Limited Exclusion Transaction, the applicable Apollo Entity shall submit a notification to Saturn in writing regarding the opportunity that includes the identity of the proposed Limited Excluded Apollo-Restricted Customer. (2) Upon execution of the Limited Exclusion Transaction documentation, the applicable Apollo Entity shall provide Saturn with a copy of the Apollo Entities’ Contract with respect to such Limited Exclusion Transaction. (3) During the Restricted Period, the Apollo Entities shall use commercially reasonable efforts to collect and retain all revenues resulting from sale of Limited Exclusion Product and promptly distribute Limited Exclusion Transaction Net Revenues to Saturn, subject to applicable withholding taxes. The Apollo Entities shall cooperate with Saturn to structure payment of Limited Exclusion Transaction Net Revenues to Saturn in the most Tax efficient manner. (4) During the Restricted Period, the Apollo Entities shall provide Saturn with a report, within fifteen (15) days following the end of each calendar quarter, that describes in reasonable detail the calculation of the Limited Exclusion Transaction Net Revenues and shall promptly provide any such additional support documentations relating thereto upon Saturn’s reasonable request. During the Restricted Period, the Apollo Entities shall pay the Limited Exclusion Transaction Net Revenues, in any calendar quarter, no later than sixty (60) days from the end of such calendar quarter. (5) Saturn shall have the right, subject to Applicable Laws and this Section 2....
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Related to Limited Exclusions

  • Certain Limited Exclusions Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to (a) any lease, license, contract or agreement to which any Grantor is a party, and any of its rights or interest thereunder, if and to the extent that a security interest is prohibited by or in violation of (i) any law, rule or regulation applicable to such Grantor, or (ii) a term, provision or condition of any such lease, license, contract or agreement (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, that the Collateral shall include (and such security interest shall attach) immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such lease, license, contract or agreement not subject to the prohibitions specified in (i) or (ii) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests of a Foreign Subsidiary or a Disregarded Domestic Subsidiary in excess of 65% of the voting power of all classes of Equity Interests of such Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests in a Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests of each Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exception.

  • Limited Exclusivity The Sub-Advisor agrees that it will not provide similar services to any other mutual fund which holds itself out to the public as “Environmentally Qualified” or otherwise “Socially Responsible” within the common meanings of those terms. Other than that, it is understood that the services of the Sub-Advisor are not exclusive, and that nothing in this Agreement shall prevent the Sub-Advisor from providing similar services to other investment advisory clients, including but not by way of limitation, investment companies or to other series of investment companies, including the Trust (whether or not their investment objectives and policies are similar to those of the Fund) or from engaging in other activities, provided such other services and activities do not, during the term of this Agreement, interfere in a material manner with the Sub-Advisor’s ability to meet its obligations to the Fund hereunder. When the Sub-Advisor recommends the purchase or sale of a security for other investment companies and other clients, and at the same time the Sub-Advisor recommends the purchase or sale of the same security for the Fund, it is understood that in light of its fiduciary duty to the Fund, such transactions will be executed on a basis that is fair and equitable to the Fund. If the Sub-Advisor provides any advice to its clients concerning the shares of the Fund, the Sub-Advisor shall act solely as investment counsel for such clients and not in any way on behalf of the Trust or the Fund. The Sub-Advisor provides investment advisory services to numerous other investment advisory clients, including but not limited to other funds and may give advice and take action which may differ from the timing or nature of action taken by the Sub-Advisor with respect to the Fund. Nothing in this Agreement shall impose upon the Sub-Advisor any obligations other than those imposed by law to purchase, sell or recommend for purchase or sale, with respect to the Fund, any security which the Sub-Advisor, or the shareholders, officers, directors, employees or affiliates may purchase or sell for their own account or for the account of any client.

  • Related Exclusions This agreement does NOT cover custodial care, respite care, day care, or care in a facility that is not approved by us. See

  • GENERAL EXCLUSIONS We do not insure for loss caused directly or indirectly by any of the following. Such loss is excluded regardless of any other cause or event contributing concurrently or in any sequence to the loss. These exclusions apply whether or not the loss event results in widespread damage or affects a substantial area.

  • Additional Exclusions A Receiving Party will not violate its confidentiality obligations if it discloses the Disclosing Party’s Confidential Information if required by applicable laws, including by court subpoena or similar instrument so long as the Receiving Party provides the Disclosing Party with written notice of the required disclosure so as to allow the Disclosing Party to contest or seek to limit the disclosure or obtain a protective order. If no protective order or other remedy is obtained, the Receiving Party will furnish only that portion of the Confidential Information that is legally required, and agrees to exercise reasonable efforts to ensure that confidential treatment will be accorded to the Confidential Information so disclosed.

  • Specific Exclusions Apart from the exclusions common to all covers, the following are also excluded. We do not intervene for: EMERGENCY SUITCASE DOMESTIC HELP DELIVERY OF HOUSEHOLD SHOPPING PSYCHOLOGICAL SUPPORT UPON YOUR RETURN HOME To allow us to intervene under the best conditions, remember to prepare the following information that will be requested when you call: When you call initially, you will be given an assistance file number. State it systematically during any subsequent contacts with our Assistance Service. - the policy came with the purchase of goods or a service sold by a supplier; - you can show that you are already covered for one of the risks covered by this new policy; - the policy you wish to cancel has not been fully established; - you have not declared any loss covered by this policy. In this situation, you can exercise your right to cancel this policy by letter or in any lasting medium sent to the insurer of the new policy, together with documentary proof that you already have cover for one of the risks covered by this new policy. The insurer must reimburse you the premium paid within thirty days of your cancellation. If you wish to cancel your policy but do not meet all the above conditions, please check the cancellation procedure stipulated in your policy.

  • Limitations and Exclusions The limitation and exclusion in this Section 8 shall not apply: (i) to the extent that liability cannot be limited or excluded according to the Applicable Law; (ii) in cases of our willful misconduct and gross negligence; (iii) in cases of bodily injuries or death caused by our negligence; and (iv) in cases of our fraud or fraudulent misrepresentation.

  • Warranty Exclusions The Limited Warranty in clauses 1.2 and 1.3 does not apply: a) if the Product was not purchased and installed in Australia; b) if You do not grant BYD or BYD Partner access to the performance data of the Product over the Internet upon request after reporting the warranty claim and/or manipulate such data; c) to wear and tear in the appearance of the Product (including but not limited to any scratches, stains, mechanical wear, rust or mould) which does not impair its function; d) to any damage to property or personal injury arising from any defect if the state of scientific and technical knowledge at the time when the Product is sold to Original Buyer was not such as to enable the defect to be discovered; e) if the invoice for the Product and the information listed in clause 4 below is not provided with the warranty claim; or f) if the serial number on the Product can no longer be identified or has been modified.

  • Service Exclusions All of an Employee's years of Service with the Employer shall be counted to determine the vested interest of such Employee except:

  • Geographic Area and Sector Specific Allowances, Conditions and Exceptions The following allowances and conditions shall apply where relevant. Where the Employer does work which falls under the following headings, the Employer agrees to pay and observe the relevant respective conditions and/or exceptions set out below in each case.

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