Notwithstanding Sections 1 Sample Clauses
The "Notwithstanding Sections 1" clause serves to establish that the provisions it introduces will take precedence over anything stated in Section 1 of the agreement. In practice, this means that if there is any conflict or inconsistency between Section 1 and the terms of the clause containing this language, the latter will override the former. For example, if Section 1 sets a general rule but the subsequent clause carves out an exception, the exception will apply even if it contradicts the general rule. This clause is used to ensure that specific terms or exceptions are honored above previously stated general provisions, thereby resolving potential conflicts and providing clarity in the interpretation of the contract.
Notwithstanding Sections 1. A.2 (a) and (b) above, the County has the right to:
i. determine which classification(s), if any, shall be exempted from this provision;
ii. implement such determinations as the County deems advisable.
B. The County and the SEIU, Local 221 acknowledge that all provisions of this Agreement, including Article 9, Section 1 “Retirement”, together with those other matters within the scope of representation, are subject to renegotiation upon the expiration of this Agreement to the extent provided by law.
Notwithstanding Sections 1. 1 and 1.2, if:
(a) (i) (1) any Restricted Holder is granted a waiver in accordance with Section 3.7 of the restrictions contained in Section 1.1 or Section 1.2 of this Agreement with respect to all or any portion of their Subject Shares, or (2) if any Company shareholder subject to the lock-up provisions of that certain Registration Rights Agreement, dated as of July 19, 2012, entered into by and among the Company (as successor to the Parent) and the former shareholders of the Parent signatory thereto, is granted a waiver of the lock-up provisions contained therein with respect to all or any portion of their shares subject thereto, and (ii) such waiver applies to Subject Shares or other Company equity having a fair market value in excess of Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate (whether in one or multiple waivers) (such waiver, an “Early Release”), then a pro-rata portion of the Subject Shares held by each Restricted Holder as of the Effective Data shall be released from such Restricted Holder’s obligations under Sections 1.1 and 1.2, and the Company shall take commercially reasonable efforts to provide notice to the Restricted Holders upon the occurrence of such Early Release; provided that if more than one Company shareholder is granted an Early Release simultaneously or as part of a series of related transactions, then the Early Release which results in the largest pro-rata portion of the Subject Shares being released shall be the only one applied;
(b) If any Infinity PIPE Purchaser (as defined below) in accordance with Section 4(l) of that certain Share Purchase Agreement, dated as of January 7, 2014, by and among the Parent, the Purchaser, and the investors listed on the schedule of buyers attached thereto (as amended from time to time, the “PIPE Agreement”) provides the Company with notice of its intent to sell any of its Firm Shares (as defined in the PIPE Agreement) at least five (5) days before the consummation of such sale of Firm Shares (the date of any such sale, a “PIPE Release Date”), then (i) promptly after its receipt of such notice, the Company shall give notice of such intended sale to the Restricted Holders, and (ii) the PIPE Percentage (as defined below) of the Subject Shares held by each Restricted Holder as of the Effective Date shall be released from such Restricted Holder’s obligations under Sections 1.1 and 1.2 on the PIPE Release Date; for the purposes of this Section 1.3(b): (1) “Infinity PIPE Purchaser” ...
Notwithstanding Sections 1. 1, 1.1.1, 1.1.2 and 1.1.3 of the collective bargaining agreement, it is recognized that the hourly contributions required to be paid into the Western Conference of Teamsters Pension Trust on behalf of all bargaining unit employees pursuant to this memorandum of understanding shall also be paid on behalf of any temporary, seasonal or part time employee for the very first hour of compensation, with a corresponding reduction in the Employee’s monthly earnings on a pre-tax basis.
Notwithstanding Sections 1. 2.1 and 1.2.2 of this Agreement, but subject to Section 1.3 of this Agreement, each Party shall be free to determine for itself whether or not to assert on its own behalf any Party Claim and shall have no contractual, fiduciary or other obligation to the other Parties with respect to any such determination except for those contractual obligations expressly set forth below in this Agreement.
Notwithstanding Sections 1. 1(a) and (b), of the Agreement and Sections 2.1(a) and (b) of this Supplement, for the avoidance of doubt, Collateral shall not include Capital Stock and equity interests, or portion thereof, of Persons organized outside the United States which would otherwise be required to be pledged to the Collateral Agent pursuant to the terms hereof (“Foreign Equity Interests”) but which are pledged pursuant to collateral documents (“Foreign Pledge Documents”) governed by the laws of a jurisdiction other than any State or Federal laws of the United States of America.
Notwithstanding Sections 1. 3.1 and 1.3.2 above, in the event the underwriters of the Offering exercise their over-allotment option, in whole or in part, resulting in additional Offering proceeds (the “Overallotment Proceeds”), (i) the Purchaser hereby agrees to use the Overallotment Proceeds to effect the Indemnity Escrow up to the entire Escrow Amount; (ii) the Escrow Amount subject to the Indemnity Escrow will not bear interest pursuant to Section 1.3.1 above, and will instead be governed by the Indemnity Escrow Agreement; and (iii) any Overallotment Proceeds in excess of the Escrow Amount shall be retained by the Purchaser.
Notwithstanding Sections 1. 1 and 1.2, neither the Underwriter nor the Fund shall be required to sell shares of any Portfolio to any Account that is registered or required to be registered unless and until the principal underwriter for the Contracts issued through such Account enters into a mutually satisfactory agreement with the Underwriter and the Fund setting forth, among other things, the duties and responsibilities of such principal underwriter with respect to the distribution of the Contracts. Such agreement may be in the form of an amendment to this Agreement.
Notwithstanding Sections 1. 2.1 and 1.2.2 to the contrary, at any time after the Holdover Payment Date, if Landlord reasonably believes that it will not be able, or has not been able, to Substantially Complete (subsequently defined) and deliver the Premises within the Build-out Period, then the Landlord may terminate this Lease by delivering notice to the Tenant of such termination ("Notice of Termination"). Upon delivery of the Notice of Termination, the Landlord shall thereupon reimburse the Tenant (promptly upon Tena▇▇'▇ ▇emand and after the Tenant delivers proof of payment to Landlord) for any Holdover Penalty; provided, however, Landlord's liability shall not exceed $10,000 per month and shall be limited to a period not exceeding one hundred twenty (120) days from the date of the Notice of Termination.