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 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. 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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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. 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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Related to Notwithstanding Sections 1

  • Notwithstanding Articles 2 3.1 and 2.3.2, no termination shall become effective until the Parties have complied with all Applicable Laws and Regulations applicable to such termination, including the filing with FERC of a notice of termination of this GIA, if required, which notice has been accepted for filing by FERC.

  • Without prejudice to Sections 5.1 and 5.2 above, You are responsible for (a) any required notices, consents and/or authorizations related to Your provision of, and our processing of, Your Content (including any Personal Data) as part of the Services, (b) any security vulnerabilities, and the consequences of such vulnerabilities, arising from Your Content, including any viruses, Trojan horses, worms or other harmful programming routines contained in Your Content, and (c) any use by You or Your Users of the Services in a manner that is inconsistent with the terms of this Agreement. To the extent You disclose or transmit Your Content to a third party, we are no longer responsible for the security, integrity or confidentiality of such content outside of Oracle’s control.

  • Pursuant to Section 6 2(a) of the Collateral Agency Agreement and subject to the conditions set forth in Section 13.1(b), the Initial Beneficiary hereby designates a portion of the Closed-End Units included in the Revolving Pool for allocation to a new Reference Pool, referred to as the "20[ ]-[ ] Reference Pool," within the Closed-End Collateral Specified Interest. Upon the effectiveness of this Exchange Note Supplement, the Initial Beneficiary shall direct the Titling Trustee and the Closed-End Collateral Agent to allocate or cause to be identified and allocated on their respective books and records the "20[ ]-[ ] Reference Pool," to be separately accounted for and held in trust independently from any other Asset Pool. Such Reference Pool shall initially include the Closed-End Units identified on Schedule 1 to this Exchange Note Supplement, which Closed-End Units shall belong exclusively to the 20[ ]-[ ] Reference Pool, and all other Titling Trust Assets to the extent related to such Closed-End Units (other than cash which does not constitute Closed-End Collections received after the Cut-Off Date, as specified in Section 13.2(a)(iii)); provided, that, any Closed-End Collections received on or prior to the Cut-Off Date for any such Closed-End Units identified on Schedule 1 shall not be allocated to the 20[ ]-[ ] Reference Pool.

  • Other Provisions applicable to Adjustments under this Section The following provisions shall be applicable to the making of adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect provided for in this Section 4:

  • Modification to Article VII, Section 4 of the DPA Article VI, Section 4 of the DPA (Annual Notification of Rights.) is amended as follows:

  • Tax Law Section 5-A Section 5-a of the Tax Law, requires certain Contractors awarded State Contracts for commodities, services and technology valued at more than $100,000 to certify to the NYS Department of Taxation and Finance (DTF) that they are registered to collect New York State and local sales and compensating use taxes. The law applies to Contracts where the total amount of such Contractors’ sales delivered into New York State are in excess of $300,000 for the four quarterly periods immediately preceding the quarterly period in which the certification is made, and with respect to any affiliates and subcontractors whose sales delivered into New York State exceeded $300,000 for the four quarterly periods immediately preceding the quarterly period in which the certification is made. A Vendor is required to file the completed and notarized Form ST-220-CA with OGS certifying that the Vendor filed the ST-220-TD with the NYS Department of Taxation and Finance (DTF). Please note that the NYS Department of Taxation and Finance should receive the completed Form ST-220-TD, not OGS. OGS should only receive the Form ST-220-CA. Proposed Contractors should complete and return the certification forms within five (5) business days of request (if the forms are not completed and returned with Vendor Submission). Failure to make either of these filings may render a Vendor non- responsive and non-responsible. Each Vendor shall take the necessary steps to provide properly certified forms within a timely manner to ensure compliance with the law. Website links to the Contractor certification forms and instructions are provided below. Form No. ST- 220-TD must be filed with and returned directly to DTF and can be found at xxxx://xxx.xxx.xx.xxx/pdf/current_forms/st/st220td_fill_in.pdf. Unless the information upon which the ST-220-TD is based changes, this form only needs to be filed once with DTF. If the information changes for the Contractor, its affiliate(s), or its subcontractor(s), a new Form No. ST-220-TD must be filed with DTF. Form ST-220-CA must be submitted to OGS. This form provides the required certification that the Contractor filed the ST-220-TD with DTF. This form can be found at xxxx://xxx.xxx.xx.xxx/pdf/current_forms/st/st220ca_fill_in.pdf. Vendors may call DTF at 000-000-0000 for any and all questions relating to §5-a of the Tax Law and relating to a company's registration status with the DTF. For additional information and frequently asked questions, please refer to the DTF web site: xxxx://xxx.xxx.xx.xxx.

  • Modification to Article V, Section 4 of the DPA Article V, Section 4 of the DPA (Data Breach.) is amended with the following additions: (6) For purposes of defining an unauthorized disclosure or security breach, this definition specifically includes meanings assigned by Texas law, including applicable provisions in the Texas Education Code and Texas Business and Commerce Code.

  • Amendments to Section 6 06. Section 6.06 of the Existing Credit Agreement is hereby amended in its entirety to read as follows:

  • Miscellaneous Sections a. General Mail Facility Administrative Building – by Tour 1. Post Office Operations 2. Operations Programs Support 3. Human Resources 4. In-Plant 5. General Clerks 6. Contract Technicians 7. Secretaries b. General Mail Facility Finance Station - by Tour c. Revenue Protection General Mail Facility - by Tour d. TACS - by Tour e. Statistical Programs f. Each Station, Branch and Delivery Annex individually

  • Pursuant to Section 3 03 of the Indenture Supplement, on each Distribution Date, the Indenture Trustee shall deposit into the Class A(2016-2) Interest Funding sub-Account the portion of Card Series Finance Charge Amounts allocable to the Class A(2016-2) Notes.

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