Notwithstanding Sections 4. 8.1 and 4.8.2, the gain(s) for Canadian Tax Purposes realized by the Partnership on the disposition of the common shares of Brookfield Infrastructure Holdings (Canada) Inc. (the “CanHoldco Shares”) for any given fiscal year of the Partnership, in an aggregate amount equal to the amount of accrued gain on the CanHoldco Shares on the date of the transfer of the CanHoldco Shares to the Partnership in connection with the Reorganization computed in accordance with the Income Tax Act, will be allocated to the Initial Limited Partner (or to the Initial Limited Partner and any member of the BAM Group to which the Initial Limited Partner assigns any Partnership Interests in proportion to their respective holdings of the aggregate Partnership Interests held by them at the time of the disposition of the CanHoldco Shares or to the general partner of the Partnership if the general partner is a member of the BAM Group at the time of allocation and no other members of the BAM Group hold any Partnership Interests of the Partnership at such time); provided, however, that any such gain(s) that exceed in the aggregate the amount of accrued gain on the CanHoldco Shares on the date of the transfer of the CanHoldco Shares to the Partnership in connection with the Reorganization will be allocated in accordance with Sections 4.8.1 and 4.8.2.
Notwithstanding Sections 4. 3C and 4.3D, the Partnership shall adopt the daily proration method of allocating Profit and Loss among persons who become Investors pursuant to a closing of the sale of the Units on or before the Termination Date of the Offering. Accordingly, each Investor shall be allocated Profit and Loss beginning on the date he is recognized on the books of the Partnership.
Notwithstanding Sections 4. 1 and 4.2, (i) SatCon may disclose SatCon Confidential Information to a third party when such disclosure is, in SatCon's reasonable business judgment, necessary for its business outside the FES Field; (ii) Licensee may disclose SatCon Confidential Information to a third party when such disclosure is, in Licensee's reasonable business judgment, necessary for its business in the FES Field; (iii) a party shall not be required to maintain the confidentiality of any information that (a) is or becomes public or available to the general public otherwise than through any act or default of such party or (b) is received by such party from a third party who has no obligation to maintain the confidentiality of such information; and (iv) a party may disclose SatCon Confidential Information to the extent required by a court or other governmental authority, provided that (a) the party gives the other party reasonable notice of the disclosure, (b) the party uses reasonable efforts to resist disclosing the SatCon Confidential Information, and (c) the party cooperates with the other party on request to obtain a protective order or otherwise limit the disclosure.
Notwithstanding Sections 4. 2.1 and 4.2.2 above, each Party to this Agreement shall not have breached any obligation under this Agreement if Confidential Information is disclosed to a third party when the Confidential Information:
(a) was in the public domain at the time of such disclosure or is subsequently made available to the public consistent with the terms of this Agreement; or (b) had been received by either Party at the time of disclosure through other means without restriction on its use, or had been independently developed by either Party as shown through documentation; or (c) is subsequently disclosed to either Party by a third party without restriction on use and without breach of any agreement or legal duty; or (d) subject to the provisions of Section 4.2.2, is used or disclosed pursuant to statutory duty or an order, subpoena or other lawful process issued by a court or other governmental authority of competent jurisdiction.
Notwithstanding Sections 4. 2.1 and 4.2.2 above, each Party to this Agreement shall not have breached any obligation under this Agreement if Confidential Information is disclosed to a third party when the Confidential
Notwithstanding Sections 4. 8.1 and 4.8.2, the gain(s) for Canadian Tax Purposes realized by the Partnership on the disposition of the common shares of CanHoldco (the “CanHoldco Shares”) for any given fiscal year of the Partnership, in an aggregate amount equal to the amount of accrued gain on the CanHoldco Shares on the date of the transfer of the CanHoldco Shares to the Partnership in connection with the Reorganization computed in accordance with the Income Tax Act, will be allocated to BPY (or to BPY and any member of the BPY Group to which BPY assigns any Partnership Interests in proportion to their respective holdings of the aggregate Partnership Interests held by them at the time of the disposition of the CanHoldco Shares or to the general partner of the Partnership if the general partner is a member of the BPY Group at the time of allocation and no other members of the BPY Group hold any Partnership Interests of the Partnership at such time); provided, however, that any such gain(s) that exceed in the aggregate the amount of accrued gain on the CanHoldco Shares on the date of the transfer of the CanHoldco Shares to the Partnership in connection with the Reorganization will be allocated in accordance with Sections 4.8.1 and 4.8.2.
Notwithstanding Sections 4. 02 and 4.03 hereof, after the occurrence and during the continuation of an Event of Default, (i) the Class B Noteholders shall not be permitted to give or direct the giving of a Default Notice or to exercise any remedy in respect of such Event of Default until all interest and principal on the Class A Notes have been paid in full, (ii) the Class C Noteholders shall not be permitted to give a Default Notice or to exercise any remedy in respect of such Event of Default until all interest and principal on the Class A Notes and the Class B Notes have been paid in full and (iii) the Class D Noteholders shall not be permitted to give a Default Notice or to exercise any remedy in respect of such Event of Default until all interest and principal on the Class A Notes, the Class B Notes and the Class C Notes have been paid in full.
Notwithstanding Sections 4. 02 and 4.03 hereof, after the occurrence and during the continuation of an Event of Default, (i) the Class B Noteholders shall not be permitted to give or direct the giving of a Default Notice or to exercise any remedy in respect of such Event of Default until all interest and principal on the Class A Notes have been paid in full, (ii) the Class C Noteholders shall not be permitted to give a Default Notice or to exercise any remedy in respect of such Event of Default until all interest and principal on the Class A Notes and the Class B Notes have been paid in full, (iii) the Class D Noteholders shall not be permitted to give a Default Notice or to exercise any remedy in respect of such Event of Default until all interest and principal on the Class A Notes, the Class B Notes and the Class C Notes have been paid in full and (iv) the Class E Noteholders shall not be permitted to give a Default Notice or to exercise any remedy in respect of such Event of Default until all interest and principal on the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes have been paid in full.
Notwithstanding Sections 4. 1 and 4.2 above, PCP may use the Every Step, ExAct, Neet (subject to the Neet Agreement) and/or Take-Off trademarks in connection with the sale of other products in the respective Territories in consideration of the payment of an earned royalty on Net Sales of any such other product as set forth in Section 4.6 through 4.10 hereof.
Notwithstanding Sections 4. 1 and 4.2 of this Agreement, in the event that a Defaulting Lender Group or any member thereof fails to make any payment required by any of Section 4.5, 4.6, or 4.7 of this Agreement within the time prescribed by such Sections, the Non-Defaulting Agent may, by written notice to the administrative agent of the Defaulting Lender Group (the “Defaulting Agent”), require the Defaulting Agent to direct the MUFG Agent or the WF Agent, as applicable, to remit 100% of collections with respect to Split-Funded Notes Receivable to the account specified by the Non-Defaulting Agent for such purpose until such Non-Defaulting Agent has received an amount equal to such missed payments (in addition to the amounts it would have otherwise received with respect to such collections). Such notice shall contain the date of the missed payment and the amount. In the event that the Defaulting Agent receives such a notice, it shall as soon as possible, but in any event within 2 Business Days, direct the MUFG Agent or the WF Agent, as applicable, to remit 100% of collections with respect to Split-Funded Notes Receivable to the account specified by the Non-Defaulting Agent for such purpose until such Non-Defaulting Agent has received an amount equal to such missed payments (in addition to the amounts it would have otherwise received with respect to such collections).
