Nothing contained in Section Clause Samples

Nothing contained in Section. 9(a) shall prohibit or otherwise restrict any Shareholder from acquiring or owning, directly or indirectly, for investment or other legitimate business purposes not intended to circumvent this Agreement, securities of any entity engaged, directly or indirectly, in the juvenile retail business if either (i) such entity is a public entity and (A) is not a Controlling Person of, or a member of a group which Controls, such entity and (B) owns, directly or indirectly, no more than 5% of any class of equity securities of such entity or (ii) such entity is not a public entity and such Shareholder (X) is not a Controlling Person of, or a member of a group that Controls, such entity and (Y) owns, directly or indirectly, no more than 10% of any class of equity securities of such entity.

Nothing contained in Section. 11.1(a) or (b) shall impair any obligation under this Agreement or any Ancillary

Nothing contained in Section. 30.01 shall prohibit the Partnership from selling, exchanging (including, without limitation, an exchange pursuant to Section 1031 or 1033 of the Code) or otherwise disposing of any Property in violation of the restrictions set forth therein, in which case the Partnership shall deliver to each Contributor, by April 1 of the year following the year in which such violation occurs, either (A) its respective Indemnity Remedy and Loan Remedy or (B) in the case of each ▇▇▇▇▇▇ Contributor which has elected under Section 30.01(c)(iii) to receive the Modified Loan Remedy with respect to such disposition, its respective Modified Loan Remedy. The "INDEMNITY REMEDY" shall mean, for any Contributor with respect to a Property disposed of, a payment of (i)(x) an amount equal to the Indemnity Percentage multiplied by any federal and state income tax liability suffered by it with respect to any Section 704(c) Gain allocated to it with respect to such disposition (the "TAX LIABILITY") plus (y) an additional amount such that after payment by the affected Contributor of all taxes on amounts received under the Indemnity Remedy, the affected Contributor retains an amount equal to the Indemnity Percentage multiplied by the Tax Liability or (ii) if less, in the case of ROP, the Maximum ROP Payment. The "INDEMNITY PERCENTAGE" shall be 100% for dispositions that occur prior to the one (1) year anniversary of the Closing Date with respect to such Property and shall decline in equal annual increments for dispositions that occur after each successive anniversary of such Closing Date. Such increments shall be twenty (20) percentage points with respect to any Property set forth in Schedule 12.1 or Schedule 12.2 hereto and shall be twelve-and-one-half (12.5) percentage points with respect to any Property set forth in Schedule 13 hereto. The "LOAN REMEDY" shall be an interest-free loan in the amount by which the Tax Liability exceeds the amount described in clause (i)(x) of the definition of the Indemnity Remedy. The "MODIFIED LOAN REMEDY" shall be, for any ▇▇▇▇▇▇ Contributor with respect to a Property disposed of, an interest-free loan in the amount equal to the federal and state income tax liability suffered by such ▇▇▇▇▇▇ Contributor with respect to any Section 704(c) Gain allocated to it with respect to such disposition. Any loan made pursuant to the Loan Remedy or the Modified Loan Remedy shall be repayable in full by the relevant Contributor on April 15 of the year following the yea...

Nothing contained in Section. 13.1 above shall relieve Buyer of its obligation to pay any charges due hereunder. Notwithstanding the foregoing sentence, if during any Contract Year there is a period of Force Majeure which prevents Seller from supplying hydrogen in accordance with the terms and conditions contained herein, and such period exceeds thirty (30) consecutive Days, then Buyer may elect to suspend payment of the charges due hereunder for the Minimum Quantity of Hydrogen on the next Day of Force Majeure until Seller's performance hereunder resumes; provided, however, that such payment abatement shall not be available to Buyer if the Force Majeure event preventing Seller from supplying hydrogen hereunder is caused by the acts or omissions of Buyer or ▇▇▇▇▇. The Supply Period shall be extended for three (3) Days for each Day of suspension of the charges in accordance with this Section at Seller's option.

Nothing contained in Section. 12.3 or elsewhere in this Agreement shall make either party liable for any indirect, incidental, punitive, special, or consequential damages of any nature whatsoever (including any claims arising out of or in anyway related to the Programs or any lost profits of the other party, whether or not such damages are foreseeable or whether a party has been advised of the possibility of such damages) for any breach of this Agreement (except for breaches of the provisions of Articles 10, 11 or 14) whether the claims for such damages arise in tort (including negligence regardless of degree of fault), contract, or otherwise.

Nothing contained in Section. 5.1 of this Agreement shall be deemed to limit or restrict in any manner the rights of the Company pursuant to this Section 6.4.

Nothing contained in Section. 6(A) shall preclude the Executive from the use of confidential information which relates to customers or clients the Executive is permitted by Section 6(B) to transact business with following the termination of his employment.

Nothing contained in Section. 12.3 shall impair any -------- ------------ rights or obligations of any party hereto arising prior to the time of the termination of this Agreement, or which may arise by an event causing the termination of this Agreement. The provisions of Section 5 shall survive any --------- termination of this Agreement pursuant to Section 12.3 and shall continue in ------------ full force and effect until February 4, 2018. The provisions of Section 7.7 and ----------- Article 12 shall survive the termination of this Agreement. ----------