Notwithstanding Section 3. 06(a), but subject to the other provisions of this Section 3.06, a Member may make the following disclosures and uses of Confidential Information:
(i) disclosures to another Member or to an Operator in connection with the Company;
(ii) disclosures and uses that are approved in advance by the Series A Management Committee;
(iii) disclosures that may be required from time to time to obtain requisite Authorizations or financing for the Facilities, if such disclosures are approved in advance by the Series A Management Committee;
(iv) disclosures to an Affiliate of such Member, including the directors, officers, members, managers, employees, agents and advisors of such Affiliate, if such Affiliate has agreed to abide by the terms of this Section 3.06; provided, however, that in no event shall [***];
(v) disclosures to a Person that is not a Member or an Affiliate of a Member, if such Person has been retained by the Company, a Member, or an Operator to provide services in connection with the Company and has agreed to abide by the terms of this Section 3.06;
(vi) disclosures to a bona fide potential direct or indirect purchaser, or parent of such purchaser, of such Member’s Membership Interest, if such potential purchaser has executed a confidentiality agreement in form and substance acceptable to the Series A Management Committee;
(vii) disclosures required, with respect to a Member or an Affiliate of a Member, pursuant to (A) the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, (B) the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, (C) any state securities Laws, or (D) any national securities exchange or automated quotation system; and
(viii) disclosures that a Member is legally compelled to make by deposition, interrogatory, request for documents, subpoena, civil investigative demand, order of a court of competent jurisdiction, or similar process, or otherwise by Law or that a Member makes to a Governmental Authority or regulatory authority pursuant to a regulatory request, examination, or audit; provided that, prior to any such disclosure, such Member shall, to the extent legally permissible:
(A) provide the Series A Management Committee with prompt notice of such requirements so that one or more of the Members may seek a protective order or other appropriate remedy or waive compliance with the terms of this Section 3.06(b)(viii); and
(B) cooperate with the Series A M...
Notwithstanding Section 3. 1.1 to the contrary, Landlord may elect to pay those Impositions, if any, based on Landlord’s net income, gross receipts, franchise taxes and taxes on its capital stock directly to the taxing authority and within ten (10) Business Days of Landlord delivering to Tenant notice and evidence of such payment, Tenant shall reimburse Landlord for such paid Impositions. In connection with such Impositions, Tenant shall, upon request of Landlord, promptly provide to Landlord such data as is maintained by Tenant with respect to any Facility as may be necessary to prepare any returns and reports to be filed in connection therewith.
Notwithstanding Section 3. 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 3. 6.1 signage for the monthly and yearly commercial parking shall be limited to one fascia sign no larger than 2 square metres (21.5 square feet) and shall not be illuminated.
Notwithstanding Section 3. 02 above, the Agent may at any time and from time to time, whether during or after the Forbearance Period, subject to the Intercreditor Agreement, as amended:
(a) take any action to preserve its rights in Collateral or to preserve the future exercise of any remedies, including but not limited to objecting to or contesting, or supporting any other Person in contesting or objecting to, in any proceeding, the validity, extent, perfection, priority or enforceability of any Lien in the Collateral or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the Liens in the Collateral granted to the Agent and the priority and rights between the Agent and any lenders subordinated to the Agent and Lenders;
(b) prepare and file UCC-l financing statements, mortgage instruments or other filings or recordings filed or recorded by Agent on behalf of the Lenders;
(c) take actions to determine the specific items included in the Collateral and the steps taken to perfect its Liens thereon;
(d) notify any Person of the existence of any Existing Default or other Event of Default and confirm the amount and type of collateral held under any agreement or arrangement or institute any action or proceeding with respect to such rights or remedies, but only to preserve the Agent’s and Lenders’ rights thereunder with respect to any third parties or Borrowers; and
(e) take any other actions not constituting Enforcement Actions.
Notwithstanding Section 3. 03(a), in the event that applicable stock exchange rules or regulations shall require an exercise of the Option by Investor prior to the determination of the Discounted IPO Price or otherwise prohibit an exercise of the Option by Investor at the Discounted IPO Price, Investor and Parent will negotiate in good faith to agree on an alternative amount that shall be the Discounted IPO Price and appropriate timing and procedures for the exercise of the Option, so that such alternative amount, timing and procedures reflect and replicate the economic substance of the Discounted IPO Price set forth in this Article III and the exercisability of the Option immediately prior to the consummation of a Qualified IPO to the extent possible in accordance with applicable stock exchange rules or regulations.
Notwithstanding Section 3. 2 to the contrary, a Party may terminate this Agreement immediately following an event rendering the other Party insolvent (an “Insolvency Event”). For purposes of this Agreement, an Insolvency Event is any occurrence in which a Party shall (A) authorize or agree to the commencement of a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership or other similar law now or hereafter in effect or the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, (B) make a general assignment for the benefit of its creditors, (C) have an involuntary or other proceeding commenced against it seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or thereafter in effect, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period exceeding one hundred twenty (120) days or (D) commence an action for dissolution.
Notwithstanding Section 3. 4.7 above, a part-time teacher who teaches the equivalent of half time or more for two (2) consecutive semesters shall be entitled to a full experience increment immediately upon completion of the second semester.
Notwithstanding Section 3. 1.2.1, the Funds Usage Fee shall not accrue and be payable on any funds subject to the Default Charge.
Notwithstanding Section 3. 1, the Parties acknowledge and agree that the Licensor may (and where applicable, has a non-exclusive license to) use the Technology, any Improvements, and all Confidential Information of the Licensor relating to the Technology, without charge, for the following non-commercial purposes: academic research, scholarly publication and educational purposes.
