Other Related Matters. (a) The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Members to replace, to the fullest extent permitted by applicable Law, such other duties and liabilities of such Covered Person.
(b) The rights to indemnification and advancement of expenses provided by this Article IX shall be in addition to any other rights to which a Covered Person may be entitled under any agreement, as a matter of Law or otherwise, both as to actions in such Covered Person’s capacity as a Covered Person hereunder and as to actions in any other capacity, and shall continue as to a Covered Person who has ceased to serve in such capacity as a Covered Person and shall inure to the benefit of the heirs, successors, assigns and administrators of such Covered Person.
(c) The obligations of the Company to the Covered Persons provided in this Agreement, including any indemnification obligations under this Article IX, shall be satisfied from and limited to Company assets, including insurance proceeds, if any, or arising under Law are solely the obligations of the Company, and no personal liability whatsoever shall attach to, or be incurred by, any Member or other Covered Person for such obligations, to the fullest extent permitted by Law. Where the foregoing provides that no personal liability shall attach to or be incurred by a Covered Person, any claims against or recourse to such Covered Person for or in connection with such liability, whether arising in common law or equity or created by rule of law, statute, constitution, contract or otherwise, are expressly released and waived under this Agreement, to the fullest extent permitted by Law, as a condition of, and as part of the consideration for, the execution of this Agreement and any related agreement, and the incurring by the Company or such Member of the obligations provided in this Agreement.
(d) Nothing in this Article IX shall be deemed to limit or waive any rights that any Person has for breach of the terms of this Agreement or with respect to any employment relationship with the Company or any of its Subsidiaries (collectively, “Excluded Claims”).
(e) The Company may maintain insurance (including directors’ and officers’ insurance), at its expense, to protect each current and former Manager and Officer of the Company, and the Company may maintain such insurance to protect itself and any Covered Pe...
Other Related Matters. With respect to any Service, the Company agrees that (i) all software, hardware or data store, procedures and materials provided to the Company by or on behalf of Hxxxxx in connection with such Service are solely for the use of the Company solely for purposes of using such Services during the Term (provided that benefits received by third parties in the ordinary course of business conducted with the Company shall not be subject to this Section 5.05); (ii) title to any software, hardware or data store or any other intellectual property or proprietary right of any kind used in performing such Service shall, as between the Company and Hxxxxx, remain in Hxxxxx; (iii) the Company shall not copy, modify, reverse engineer, decompile, distribute or in any way alter or make derivative works of any software, hardware or data store used in performing such Service without Hxxxxx’ prior written consent; and (iv) the Company shall comply with any and all usage guidelines pertaining to any Service and provided by or on behalf of Hxxxxx, including without limitation, any and all usage guidelines pertaining to software, data, or other intellectual property or proprietary rights. Notwithstanding the foregoing, any assets acquired or purchased by the Company for its own account, shall not be subject to this Section 5.05. Except as expressly set forth in this Agreement, nothing in this Agreement or in the performance or use of the Services under this Agreement shall be deemed to transfer, assign or otherwise convey any rights, title or interests in or to any intellectual property or proprietary rights of one party to the other party. Nothing in this Article 5 shall be construed as obligating any party hereto to disclose its Confidential Information to any other party or person, or as granting to or conferring on any other party or person, expressly or by implication, any rights or license to the first party’s Confidential Information; provided that the parties acknowledge that, in order to perform the Services, Hxxxxx shall have custody of and usage of certain of the Company’s Confidential Information and the Company hereby grants to Hxxxxx the right to do so in accordance with this Agreement. Hxxxxx agrees that all right, title and interest in and to all records, data, files, input materials, reports, forms and other data received, computed, used and/or stored pursuant to this Agreement which relate to the MCD Business as conducted by the Company after the Effective Date are...
Other Related Matters. The Company shall have delivered a letter addressed to the Noteholders with respect to certain other matters relating to the Transaction Documents the receipt of which shall have been acknowledged by special counsel to the Noteholders.
Other Related Matters. Any funding or payment of the Carve Out shall be added to, and made a part of the Prepetition First Lien Indebtedness secured by the Collateral and shall be otherwise entitled to the protections granted under this Final Order, the Prepetition First Lien Credit Documents, the Bankruptcy Code, and applicable law.
Other Related Matters. It is acknowledged that subsequent to the execution of this Agreement and on the date hereof, pursuant to that certain Consent the expiration date of the 364-Day Revolving Credit Facility has been extended and that the 364-Day Revolving Credit Commitment has been increased in an aggregate amount of $20,000,000 along with the corresponding update of Schedule 1.1(B) to give effect to the increase in the 364-Day Revolving Credit Commitment.
Other Related Matters. 8.1 Industrial Clothing and Safety Footwear Full time employees Seasonal, fixed term, casual and part-time employees
Other Related Matters. Overpayments and Underpayments Occasions may arise where employees receive remuneration or other payments that exceed the employee's entitlements. Any money paid by mistake regardless of the magnitude shall be recoverable as follows:
Other Related Matters. 39 REQUESTS FOR FLEXIBLE WORKING ARRANGEMENTS
Other Related Matters. With respect to any Service, and subject to Section 5.3, Service Recipient agrees that (a) all software, hardware or data, procedures and materials provided to Service Recipient or its Subsidiaries by or on behalf of Service Provider or its Affiliates in connection with such Service are solely for the use of Service Recipient and its Subsidiaries with respect to the Spinco Business or the Remainco Business, as applicable, and solely for purposes of using such Service for the Spinco Business or the Remainco Business, as applicable, during the Term, (b) other than that which is owned by Service Recipient, Service Recipient shall not, and shall cause its Subsidiaries not to, copy, modify, reverse engineer, decompile, distribute or in any way alter or make derivative works of any software, hardware or data used in performing such Service without Service Provider’s prior written consent, (c) other than that which is owned by Service Provider, Service Provider shall not, and shall cause its Subsidiaries not to, copy, modify, reverse engineer, decompile, distribute or in any way alter or make derivative works of any software, hardware or data used in performing such Service without Service Recipient’s prior written consent, (d) Service Recipient shall, and shall cause its Subsidiaries to, comply with any and all reasonable usage guidelines pertaining to any Service and provided by or on behalf of Service Provider or its Affiliates, including any and all usage guidelines pertaining to software, data, or other Intellectual Property or proprietary rights, provided that compliance with such guidelines shall in no way limit the Parties’ rights and obligations set forth herein, and (e) Service Provider shall, and shall cause its Subsidiaries to, comply with any and all reasonable usage guidelines pertaining to any Service and received by or on behalf of Service Recipient or its Subsidiaries, including any and all usage guidelines pertaining to software, data, or other Intellectual Property or proprietary rights; provided that compliance with such guidelines shall in no way limit the Parties’ rights and obligations set forth herein.
