Notwithstanding Clauses Sample Clauses
A Notwithstanding Clause is a provision in a contract or legal document that overrides or takes precedence over other clauses or sections, even if they conflict. In practice, this means that if there is any inconsistency between the Notwithstanding Clause and other terms, the Notwithstanding Clause will govern. For example, a contract might state that, notwithstanding any other provision, a party is not liable for certain damages. The core function of this clause is to ensure that specific terms are prioritized, providing clarity and resolving potential conflicts within the agreement.
Notwithstanding Clauses. 10.1 and 10.2, the Service Provider may cause any amendment to this Agreement to become effective and binding upon the Participant at any time if the Service Provider determines, at its discretion, that exigent circumstances exist which require that such amendment become effective for the protection of the Service Provider, national or public interest, public security or safety or for the Participant to comply with legal or regulatory requirements, provided always that this Clause 10.3 shall not apply to any amendment which would have the effect of rendering transactions settled under MEPS+ no longer final and irrevocable.
Notwithstanding Clauses. 3.04 and 3.06, where a Series of Covered Bonds is represented by a Permanent Global Covered Bond, on the issue of a subsequent Tranche of such Series (a) in the case of a Permanent Global Covered Bond that is a CGCB, the Issuer and the Relevant Dealer may agree that the Issuing and Paying Agent shall deliver the applicable Pricing Supplement to the common depositary or custodian, as the case may be, to be attached to the Permanent Global Covered Bond originally representing the Series and the Schedule to such Global Covered Bond, shall be updated to reflect the increase in principal amount of the Series by the principal amount of such Tranche; or (b) in the case of a Permanent Global Covered Bond that is an NGCB, the Issuer and the Relevant Dealer may agree that the Issuing and Paying Agent shall deliver the applicable Pricing Supplement to the Common Safekeeper to be attached to the Permanent Global Covered Bond representing the Series and instruct the ICSDs to make appropriate entries in their records to reflect the increase in principal amount of the Series by the principal amount of such Tranche.
Notwithstanding Clauses. 11.1 and 11.2, a party's Confidential Information may be disclosed by the other party to that other party's officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Confidential Information that is disclosed for the performance of their work with respect to this Agreement and who are bound by a written agreement or professional obligation to protect the confidentiality of the Confidential Information that is disclosed.
Notwithstanding Clauses. 11.1 to 11.10, the parties shall agree to accelerate the processes set out above (or any other processes agreed by both parties pursuant to Clauses 11.7 to 11.10) in order to resolve any disputes and agree settlements in respect of any Consent Claim where such earlier settlement is required by Applicable Law.
Notwithstanding Clauses. 10.1 and 10.2, Seller shall not be liable for any defects caused by: wear and tear; materials or workmanship made, furnished or specified by Buyer; non-compliance with Seller's storage, installation, operation or environmental requirements; lack of proper maintenance; any modification or repair not previously authorized by Seller in writing; nor the use of non-authorized software or spare or replacement parts. Seller's costs incurred in investigating and rectifying such defects shall be paid by Buyer upon demand. Buyer shall at all times remain solely responsible for the adequacy and accuracy of all information supplied by it.
Notwithstanding Clauses. 9.01 - 9.07, it is understood that either party may resort to Short Form Arbitration as provided in the Ontario Labour Relations Act.
Notwithstanding Clauses. 16.1 and 16.2, if either party considers that the matter to be arbitrated requires urgent resolution, it shall:
(a) give notice (other than by email) to the other party to that effect, with its reasons, and require the matter to be discussed between at least one director (or officer of similar status) of each party; and
(b) if the relevant directors or officers have not met or have otherwise failed to resolve such dispute within two Working Days of the notice given under clause 16.1, the party who gave such notice shall be entitled to refer the matter forthwith for determination by arbitration and to apply to the arbitrator for rules of procedure which will lead to urgent resolution of the matter.
Notwithstanding Clauses. 12(A) and 12(B), the Sixth Issuer may terminate the appointment of its directors or any of them at any time in accordance with the provisions set down in its Articles of Association.
Notwithstanding Clauses. 5.01 and 5.02 above, the Company may institute alternate work schedules to cover special or unforeseen operational requirements, as follows: Area Managers and other Sales & Service personnel engaged in marketing activities may be required to work an alternate work schedule of eight (8) or seven and one half (7 ½) consecutive hours, as appropriate to their position, on a straight time basis between 6:00 a.m. and 10:00 p.m. for a maximum of twenty (20) days in a calendar year. They will be paid a ten percent (10%) premium for all hours worked outside their normally scheduled hours. When this alternate schedule involves weekend work, the employee’s schedule will be adjusted so that the total hours worked at straight time in the two (2) week period encompassing the weekend do not exceed eighty (80) for field employees and seventy-five (75) for office employees. Upon giving seven (7) days notice, Area Managers and Customer Service Techs may be required to work, at straight time, an alternate schedule of 10:00 a.m. to 6:00 p.m. up to thirty (30) days per year to facilitate customer relights. Normal overtime provisions shall apply to work outside of these hours, or for any work on this schedule for which the designated notice has not been given.
Notwithstanding Clauses. 5.1 and 5.2, the Borrower shall have the option to defer the Repayment Date of the final Repayment Instalment and the relevant Balloon Amount by an additional period of up to sixty (60) days provided that the Bareboat Charter remains valid and in full force and effect during such additional period.