Notwithstanding Sections 1 Sample Clauses

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.
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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” ...
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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.
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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.
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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.
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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.
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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 Tenaxx'x xemand 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.
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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.
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Related to Notwithstanding Sections 1

  • Survival of Provisions After Termination (1) If this Settlement Agreement is not approved, is terminated or otherwise fails to take effect for any reason, the provisions of Sections 3.1(8), 3.2(3), 4.1(6)(b), 5.1(3), 5.2, 5.3, 5.4, 8.1, 8.2, 10.1(2) and 11.2(4), and the definitions and Schedules applicable thereto shall survive the termination and continue in full force and effect. The definitions and Schedules shall survive only for the limited purpose of the interpretation of Sections 3.1(8), 3.2(3), 4.1(6)(b), 5.1(3), 5.2, 5.3, 5.4, 8.1, 8.2, 10.1(2) and 11.2(4), within the meaning of this Settlement Agreement, but for no other purposes. All other provisions of this Settlement Agreement and all other obligations pursuant to this Settlement Agreement shall cease immediately.

  • Survival of Agreements, Representations and Indemnities The respective indemnities of the Company, the Bank and the Agent and the representations and warranties and other statements of the Company, the Bank and the Agent set forth in or made pursuant to this Agreement shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of the Agent, the Company, the Bank or any controlling person referred to in Section 8 hereof, and shall survive the issuance of the Shares, and any successor or assign of the Agent, the Company, the Bank, and any such controlling person shall be entitled to the benefit of the respective agreements, indemnities, warranties and representations.

  • Warranties, Representations, and Indemnification a. Licensee hereby agrees that Licensor has not made any guarantees or promises that the Beat fits the particular creative use or musical purpose intended or desired by the Licensee. The Beat, its sound recording, and the underlying musical composition embodied therein are licensed to the Licensee “as is” without warranties of any kind or fitness for a particular purpose. b. Producer warrants and represents that he has the full right and ability to enter into this agreement, and is not under any disability, restriction, or prohibition with respect to the grant of rights hereunder. Producer warrants that the manufacture, sale, distribution, or other exploitation of the New Song hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander. Licensee warrants that the manufacture, sale, distribution, or other exploitation of the New Song hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander. The foregoing notwithstanding, Producer undertakes no responsibility whatsoever as to any elements added to the New Song by Licensee, and Licensee indemnifies and holds Producer harmless for any such elements. Producer warrants that he did not “sample” (as that term is commonly understood in the recording industry) any copyrighted material or sound recordings belonging to any other person, firm, or corporation (hereinafter referred to as “Owner”) without first having notified Licensee. The licensee shall have no obligation to approve the use of any sample thereof; however, if approved, any payment in connection therewith, including any associated legal clearance costs, shall be borne by Licensee. Knowledge by Licensee that “samples” were used by Producer which was not affirmatively disclosed by Producer to Licensee shall shift, in whole or in part, the liability for infringement or violation of the rights of any third party arising from the use of any such “sample” from Producer to Licensee. c. Parties hereto shall indemnify and hold each other harmless from any and all third party claims, liabilities, costs, losses, damages or expenses as are actually incurred by the non-defaulting party and shall hold the non-defaulting party, free, safe, and harmless against and from any and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys' fees), which may be made or brought, paid, or incurred by reason of any breach or claim of breach of the warranties and representations hereunder by the defaulting party, their agents, heirs, successors, assigns and employees, which have been reduced to final judgment; provided that prior to final judgment, arising out of any breach of any representations or warranties of the defaulting party contained in this agreement or any failure by defaulting party to perform any obligations on its part to be performed hereunder the non-defaulting party has given the defaulting party prompt written notice of all claims and the right to participate in the defense with counsel of its choice at its sole expense. In no event shall Artist be entitled to seek injunctive or any other equitable relief for any breach or non-compliance with any provision of this agreement.

  • Survival of Covenants, Representations and Warranties All covenants, agreements, representations and warranties made herein or in any documents or other papers delivered by or on behalf of the Borrowers, or any of them, pursuant hereto shall be deemed to have been relied upon by the Lenders, regardless of any investigation made by or on behalf of the Lenders and shall survive the execution and delivery of this Master Agreement and the making by the Lenders of the Loans as herein contemplated and shall continue in full force and effect so long as any Loan, Obligation or any other amount due under this Agreement remains outstanding and unpaid or unsatisfied.

  • Survival of Indemnification and Representations and Warranties All indemnities set forth herein and all representations and warranties made herein shall survive the execution and delivery of this Credit Agreement, the making of the Loans, and the repayment of the Loans and other obligations and the termination of the Commitments hereunder.

  • Representations and Agreements to Survive Delivery The indemnity and contribution agreements contained in Section 9 of this Agreement and all representations and warranties of the Company herein or in certificates delivered pursuant hereto shall survive, as of their respective dates, regardless of (i) any investigation made by or on behalf of Cowen, any controlling persons, or the Company (or any of their respective officers, directors or controlling persons), (ii) delivery and acceptance of the Placement Shares and payment therefor or (iii) any termination of this Agreement.

  • SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the several Underwriters, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Company or any person controlling any of them and shall survive delivery of and payment for the Stock. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Section 8 or Section 10, the indemnities, covenants, agreements, representations, warranties and other statements forth in Sections 2, 5, 7 and 9 and Sections 11 through 21, inclusive, of this Agreement shall not terminate and shall remain in full force and effect at all times.

  • Survival of Agreements, Representations and Warranties, etc All representations and warranties contained herein shall survive the execution and delivery of this Agreement.

  • Limitation of Liability of the Administrator; Indemnification The Administrator (and its members, managers, officers, employees, agents, controlling persons and any other person or entity affiliated with it) shall not be liable to the Company for any action taken or omitted to be taken by the Administrator in connection with the performance of any of its duties or obligations under this Agreement or otherwise as administrator for the Company and the Company shall indemnify, defend and protect the Administrator (and its officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with the Administrator each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of or otherwise based upon the performance of any of the Administrator’s duties or obligations under this Agreement or otherwise as administrator for the Company. Notwithstanding the preceding sentence of this Section 5 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Company or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Administrator’s duties or by reason of the reckless disregard of the Administrator’s duties and obligations under this Agreement (to the extent applicable, as the same shall be determined in accordance with the Investment Company Act and any interpretations or guidance by the SEC or its staff thereunder).

  • Indemnification Provisions Contractor agrees to indemnify, defend with counsel approved in writing by County, and hold County, its elected and appointed officials, officers, employees, agents and those special districts and agencies which County’s Board of Supervisors acts as the governing Board (“County Indemnitees”) harmless from any claims, demands or liability of any kind or nature, including but not limited to personal injury or property damage, arising from or related to the services, products or other performance provided by Contractor pursuant to this Contract. If judgment is entered against Contractor and County by a court of competent jurisdiction because of the concurrent active negligence of County or County Indemnitees, Contractor and County agree that liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.