Notwithstanding Section 2. 9.1.1, the Issuing Lender shall not be under any obligation to issue any Letter of Credit if (i) any order, judgment or decree of any Official Body or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing the Letter of Credit, or any Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Official Body with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the Issuing Lender with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good xxxxx xxxxx material to it, or (ii) the issuance of the Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally.
Notwithstanding Section 2. 3 above, venue for any suit asserting a payment or performance bond claim will be in a court of competent jurisdiction in the county in which all or part of the Project is located.
Notwithstanding Section 2. 9.1.1, the Issuing Lender shall not be under any obligation to issue any Letter of Credit if (i) any order, judgment or decree of any Official Body or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing the Letter of Credit, or any Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Official Body with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the Issuing Lender with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good xxxxx xxxxx material to it, (ii) the issuance of the Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally, or (iii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.10(iii)(a) [Defaulting Lenders]) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other Letter of Credit Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.
Notwithstanding Section 2. 03, (a) at and after the Distribution, Xxxxxx and the Xxxxxx Welfare Plans shall be responsible for all Liabilities in respect of COBRA and any applicable similar state laws (the “COBRA Liabilities”) with respect to Cable Employees and Former Cable Employees (and their respective dependents) who became eligible to receive continued health coverage under such laws prior to the Distribution (the “Pre-Distribution COBRA Employees”), (b) during the Continuation Period and subject to Cable’s obligation to reimburse Xxxxxx in accordance with Section 13.02, Xxxxxx and the Xxxxxx Welfare Plans shall provide continued health coverage with respect to Cable Employees and Former Cable Employees (and their respective dependents) who became eligible to receive such coverage under COBRA or any applicable similar state law after the Distribution but on or prior to December 31, 2015 (the “Continuation Period COBRA Employees”), and (c) as of January 1, 2016, Cable and the Cable Welfare Plans shall be responsible for all COBRA Liabilities with respect to the Continuation Period COBRA Employees and Cable Employees and Former Cable Employees (and their respective dependents) who became eligible to receive continued health coverage under COBRA or any applicable similar state law after the Distribution (the “Post-Continuation Period COBRA Employees”); provided that Continuation Period COBRA Employees shall, during the Continuation Period, remit the premiums required for each such participant’s participation in the applicable plan(s) (the “COBRA Premium Amounts”) directly to the third-party administrator of the applicable governing plan (in accordance with past practice) within the time required under the governing plan documents. In addition, Cable shall indemnify, defend and hold harmless the members of the Xxxxxx Group from and against any and all Liabilities relating to, arising out of or resulting from COBRA provided by Cable, or the failure of Cable to meet its COBRA obligations to Cable Employees, Former Cable Employees and their respective dependents.
Notwithstanding Section 2. 4.1 of the Project Agreement (as incorporated herein pursuant to Section 1.2 of this Amendment), if any provision (or part of any provision) of this Amendment is ruled invalid (including due to Change in Law) by a court having proper jurisdiction, then the Parties shall:
(i) promptly meet and negotiate a substitute for such provision or part thereof which shall, to the greatest extent legally permissible, effect the original intent of the Parties; and
(ii) if necessary or desirable, apply to the court which declared such invalidity for an interpretation of the invalidated provision (or part thereof) to guide the negotiations.
Notwithstanding Section 2. 8.1, the advance notice and approval of the Joint Development Committee shall not be required in respect of the use of the Third Parties previously engaged by Acceleron under an agreement entered into prior to the Effective Date and set forth on Schedule 2.8; provided that such exception shall only apply to any services that are currently being provided under such agreements (whether pursuant to the agreements themselves or any work orders entered into in connection therewith), and Acceleron shall not be entitled to enter into new work orders or request additional services under such agreements without complying with the advance notice and approval of the Joint Development Committee.
Notwithstanding Section 2. 11(a), the Servicer, however, shall not be obligated to add as an addressee or reliance party with respect to any report described above any Person who does not comply with or agree to the required procedures of such firm of independent certified public accountants, including but not limited to execution of engagement letters or access letters regarding such reports.
Notwithstanding Section 2. 09(a), while any Event of Default exists or after acceleration, the Borrower shall pay interest (after as well as before entry of judgment thereon to the extent permitted by law) on the principal amount of all outstanding Obligations, at a rate per annum which is determined by adding 2% per annum to the Applicable Margin then in effect for such Loans; and in the case of Obligations not subject to an Applicable Margin, at a rate per annum equal to the Base Rate plus 2%; provided, however, that, on and after the expiration of any Interest Period applicable to any Eurodollar Rate Loan outstanding on the date of occurrence of such Event of Default or acceleration, the principal amount of such Loan shall, during the continuation of such Event of Default or after acceleration, bear interest at a rate per annum equal to the Base Rate plus 2% (the “Default Rate”).
Notwithstanding Section 2. 3 above, in the event that as of the expiration of the initial term of this Agreement the Parties (i) have not entered into a Subsequent Agreement, (ii) no arbitration proceeding has been filed in accordance with Section 2.2 above, (iii) the Parties have not extended the arbitration and negotiation windows, and (iv) BellSouth is not providing any services under this Agreement as of the date of expiration of the initial term of this Agreement, then this Agreement shall not continue on a month to month basis but shall be deemed terminated as of the expiration date hereof.
2.4 In addition to as otherwise set forth in this Agreement, BellSouth reserves the right to suspend access to ordering systems, refuse to process additional or pending applications for service, or terminate service in the event of prohibited, unlawful or improper use of BellSouth’s facilities or service, abuse of BellSouth’s facilities or any other material breach of this Agreement, after prior written notice to Momentum. If Momentum cures the breach within a commercially reasonable timeframe, BellSouth will reestablish access to ordering systems, reopen processing of additional or pending applications for service, and reestablish any terminated service upon Momentum’s showing that such abuse or unlawful activity has ceased. All applicable nonrecurring and recurring charges shall be applicable for the reestablishment of ordering systems and reopening of orders shall be applied, if applicable. [
Notwithstanding Section 2. 2, Recipient may disclose or produce any Confidential Information or Confidential Materials if and to the extent required by any discovery request, subpoena, court order or governmental action, provided that the Recipient gives Discloser reasonable advance written notice of the same (e.g., so as to afford Discloser a reasonable opportunity to appear, object and obtain a protective order or other appropriate relief regarding such disclosure).
