Notwithstanding Sections 8. 7.2 and 8.7.3, the Agent may, without the consent of the Lenders, make amendments to the Loan Documents that are for the sole purpose of curing any immaterial or administrative ambiguity, defect or inconsistency, but shall immediately notify the Lenders of any such action.
Notwithstanding Sections 8. 5.1 and 8.5.2, if CDI Transfers its interest in the Company pursuant to Section 11.2.4, the entire amount of the Management Fee (including any portion thereof that would not otherwise have yet come due) shall immediately be due and payable; provided, that this Section 8.5.3 shall not apply with respect to any Transfer to an Affiliate by CDI.
Notwithstanding Sections 8. 1 and 8.2, Software Patent Co agrees that from and after the Effective Date, and for so long thereafter as the data or information remains Software Trade Secrets, Software Patent Co shall not use, disclose, or permit any person not authorized by Software Purchaser to obtain any Software Trade Secrets (whether or not the Software Trade Secrets are in written or tangible form), except as specifically authorized by Software Purchaser.
Notwithstanding Sections 8. 1 and 8.2, Tenant shall have the right, upon thirty (30) days' prior written notice to Landlord, to (a) sublet no more than fifty (50%) percent of the floor area of the Premises to any related corporation, successor corporation into which or with which Tenant is merged or consolidated or which acquired substantially all of Tenant's assets and property, or other entity which controls Tenant, is controlled by Tenant, or is under common control with Tenant (a "Permitted Transferee"); or (b) assign this LANDLORD ___________ TENANT ____________
Notwithstanding Sections 8. 1(A) and 8.1(B) or any other provision of this Lease to the contrary, Lessee may assign, transfer or sublease (collectively, a "Transfer") all or any part of its rights and obligations under the Lease or in the Property to an Affiliate of Lessee without Lessor's consent; provided, however, that Lessee shall not be released from liability under this Lease in connection with a Transfer except as otherwise provided in Subsection F below. An "Affiliate of Lessee" means any person or entity directly or indirectly controlling, controlled by or under common control with, Lessee. For purposes of this definition, the terms "controlling," "controlled by" and "under common control with" shall mean the possession, whether direct or indirect, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership or control of voting securities, by contract or otherwise, or the power to elect at least fifty percent (50%) of the directors, managers, members or persons exercising similar authority with respect to such persons or entities.
Notwithstanding Sections 8. 2(a) and 10.1, nothing in this Agreement shall preclude Purchaser or Sellers from consummating the transactions contemplated herein if Purchaser, in its sole discretion, waives in writing the requirement that the Sale Order or any other Order shall have become Final Orders. No notice of such waiver of this or any other condition to Closing need be given except to ParentCo, it being the intention of the parties hereto that Purchaser shall be entitled to, and is not waiving, the protection of section 363(m) of the Bankruptcy Code, the mootness doctrine and any similar statute or body of law if the Closing occurs in the absence of Final Orders.
Notwithstanding Sections 8. 2.1 - 8.2.4 above or any other provision of this Agreement, pursuant to Section 2.2.1(b)(iv)(D) of the Purchase Agreement, in the event (a) SPI or HPL fails to deliver its portion of a cash advance due under the Purchase Agreement and (b) the other party (SPI or HPL) elects to make an additional cash advance up to the amount then due from such non-performing party, then (i) the Percentage Interest, and all distributions based on the Percentage Interest, will be adjusted accordingly and in a pro rata manner to reflect the change in the percentage of the total cash advances made by each of SPI and HPL in comparison to the total of all cash advances made by both SPI and HPL, and (ii) the party making such additional cash advance shall receive, in addition to repayment of the additional cash advance pursuant to the applicable Note and the pro rata adjustment to the Percentage Interest, a portion of the non-performing party’s Distribution of Distributable Cash otherwise to be received pursuant to Section 8.2.2 above and in an amount equal to the amount of the additional cash advance made and prior to any other Distribution to the non-performing party pursuant to Section 8.2.2. All such distributions shall be made only to the Persons who, according to the books and records of the Company, are the holders of record of the Economic Interests in respect of which such distributions are made on the actual date of distribution. Neither the Company nor any Member shall incur any liability for making distributions in accordance with this Section 8.1.
Notwithstanding Sections 8. 2.1 and 8.2.2 and any other provision of this Agreement or of any other agreement between the Acquiror and the Company, if at any time following the date of this Agreement and prior to obtaining the Company Shareholder Approval, the Company receives a bona fide, written Acquisition Proposal that did not result from a breach of Section 8.2.1 or 8.2.2 and that the Company Board determines in good faith, after consultation with its financial advisors and outside counsel, constitutes or, if consummated in accordance with its terms (disregarding, for the purposes of any such determination, any term of such Acquisition Proposal that provides for a due diligence investigation), could reasonably be expected to lead to a Superior Proposal, then the Company may, in response to a request made by the party making such Acquisition Proposal provided it is in compliance with Section 8.2.4:
(a) furnish information with respect to the Company and its subsidiaries to the person making such Acquisition Proposal;
(b) enter into, participate, facilitate and maintain discussions or negotiations with, and otherwise cooperate with or assist, the person making such Acquisition Proposal; and/or
(c) waive any standstill provision or agreement that would otherwise prohibit such person from making such Acquisition Proposal; provided that the Company shall not, and shall not allow its Representatives to, disclose any non- public information to such person: (i) if such non-public information has not been previously provided to, or is not concurrently provided to the Acquiror hereto; and (ii) without entering into an agreement with such person with respect to their confidentiality and disclosure obligations that are no more favourable to such person than those found in Section 6.6; provided, however, that any such agreement shall not preclude such person from making a Superior Proposal.
Notwithstanding Sections 8. 7.2 and 8.7.3, the Agent may, without the consent of the Lenders, make amendments to the Credit Documents that are for the sole purpose of curing any immaterial or administrative ambiguity, defect or inconsistency, but shall immediately notify the Lenders of any such action. The Agent may also discharge any Security to the extent necessary to allow the completion of any sale or other disposition of Property permitted by this Agreement.
Notwithstanding Sections 8. 4.1 through 8.4.3, Design-Builder may rely on written notices that JPA gives under this Agreement for purposes of confirming JPA’s approval or consent to an event or matter, but without prejudice to any of JPA’s other rights and remedies under this Agreement.
