Override Provisions Sample Clauses

Override Provisions. Notwithstanding any other provision of this Agreement:
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Override Provisions. Notwithstanding any other provision of this Agreement, (i) prior to this Agreement being approved by a vote of a majority of the Portfolio's outstanding voting securities in accordance with the 1940 Act, in no event shall compensation paid to the Subadvisor hereunder exceed the amount permitted by Rule 15a-4 under the 1940 Act, and (ii) if this Agreement is not approved by a vote of a majority of the Portfolio's outstanding voting securities in accordance with the 1940 Act no later than 150 days after the date of this Agreement, this Agreement shall immediately terminate.
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Override Provisions. Notwithstanding any other provision of this Agreement: (a) Prior to this Agreement being approved by a vote of a majority of the Portfolio's outstanding voting securities in accordance with the 1940 Act: (i) in no event shall compensation paid to the Subadvisor hereunder exceed the amount permitted by Rule 15a-4 under the 1940 Act; and (ii) all compensation paid to the Subadvisor hereunder shall be held in an interest-bearing escrow account with the Portfolio's custodian, Investors Bank & Trust Company (the "Escrow Account"). Funds held in the Escrow Account, including interest, shall be paid to the Subadvisor promptly after approval of this Agreement by the vote of a majority of the Portfolio's outstanding voting securities in accordance with the 1940 Act, provided that such approval is obtained no later than 150 days after the date of this Agreement.
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Override Provisions. Notwithstanding any other provision of this Agreement, this Agreement shall immediately terminate no later than 150 days after the date of hereof.
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Override Provisions. Notwithstanding the provisions of Sections 9.6(a) and 5.5(c) of the Existing Credit Agreement, in the event Trucking enters into an agreement with Transport International Pool ("TIP") for the sale by Trucking to TIP of 300 trailers and other equipment thereto (as more accurately described in the Celadon Proposal -- Trade Group 5, dated February 27, 2002 (as in effect on the date hereof and as such TIP Proposal may be modified, amended or supplemented with the consent of the Administrative Agent, the "TIP Proposal"), 50% of the Net Proceeds of such sale (regardless if such sale is a single payment or a series of payments) shall be applied first to installments of principal of the Term Loans until paid in full, and second to the reduction of the Revolving Credit Commitments and the prepayment of the Revolving Credit Loans and/or to cash collateralize or replace Letters of Credit. Prepayments of installments of Term Loans shall be applied in the inverse order of maturity and such amounts so prepaid may not be reborrowed. Such override provisions provided for herein are granted on the following conditions: (A) the TIP Proposal is not modified, amended or supplemented without the consent of the Administrative Agent, (B) the Borrowers have delivered to the Administrative Agent a true and complete copy of the TIP Proposal and any other documents executed and delivered in connection therewith, and (C) the Borrowers have satisfied all the requirements set forth in Section 8.11 (Additional Collateral; Additional Guarantors) of the Existing Credit Agreement. It is further agreed that if the Borrowers fail to satisfy any of the conditions set forth herein, such override provisions shall fail to be in effect.
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Override Provisions. (a) Notwithstanding the provisions of Section 5.5 of the Existing Credit Agreement, (i) in the event that the Borrowers effectuate a refinancing of the property located at 15200 Xxxxx Xxxxx Xxxx 00, Xxxxxxxxxx, Xxxxxxx, xxe first $1.5 million of net proceeds of such refinancing shall be applied to prepay installments of principal of the Terms Loans in inverse order of maturity, and the balance of such net proceeds shall be applied to repay Revolving Credit Loans, and (ii) in the event that the Borrowers effectuate a sale of Cheetah Transportation Co. and/or Cheetah Brokerage Co., the first $3.5 million of net proceeds of such sale shall be applied to prepay installments of principal of the Terms Loans in inverse order of maturity, and the balance of such net proceeds shall be applied to repay Revolving Credit Loans.
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Override Provisions. If this Agreement is subject to approval by a vote of a majority of the Portfolio's outstanding voting securities within 150 days after the date of this Agreement as provided by Rule 15a-4 under the 1940 Act, and such approval is not timely obtained, this Agreement shall immediately terminate without penalty to the Portfolio, and Subadvisor shall be paid for services rendered through the date of such termination; provided, this Section shall apply only in the event such a shareholder vote is required and no exemptive.
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Override Provisions. Notwithstanding any other provision of this Agreement, prior to this Agreement being approved by investors in the Funds in accordance with the 1940 Act, in no event shall the compensation paid to the Subadviser hereunder exceed the amount permitted by Rule 15a-4 under the 1940 Act.
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Override Provisions. Notwithstanding the foregoing, Distributable Cash generated by all Tranches shall be used to repay Member Loans owing by a Non- Contributing Member before a Non-Contributing Member is entitled to receive any
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Related to Override Provisions

  • Protective Provisions So long as shares of Series A Preferred --------------------- Stock and/or Series B Preferred Stock are outstanding, this corporation shall not without first obtaining the approval (by vote or written consent, as provided by law) of the holders of a majority of the then outstanding shares of Series A Preferred Stock and Series B Preferred Stock, voting together as a single class on an as converted basis:

  • Restrictive Provisions As consideration for the foregoing payments, Executive agrees not to challenge the enforceability of any of the restrictions contained in Sections 5, 6 or 7 of this Agreement upon or after the occurrence of a Change of Control.

  • Avoidance Provisions It is the intent of each Guarantor, the Administrative Agent and the Guarantied Parties that in any Proceeding, such Guarantor’s maximum obligation hereunder shall equal, but not exceed, the maximum amount which would not otherwise cause the obligations of such Guarantor hereunder (or any other obligations of such Guarantor to the Administrative Agent and the Guarantied Parties) to be avoidable or unenforceable against such Guarantor in such Proceeding as a result of Applicable Law, including without limitation, (a) Section 548 of the Bankruptcy Code and (b) any state fraudulent transfer or fraudulent conveyance act or statute applied in such Proceeding, whether by virtue of Section 544 of the Bankruptcy Code or otherwise. The Applicable Laws under which the possible avoidance or unenforceability of the obligations of such Guarantor hereunder (or any other obligations of such Guarantor to the Administrative Agent and the Guarantied Parties) shall be determined in any such Proceeding are referred to as the “Avoidance Provisions”. Accordingly, to the extent that the obligations of any Guarantor hereunder would otherwise be subject to avoidance under the Avoidance Provisions, the maximum Guarantied Obligations for which such Guarantor shall be liable hereunder shall be reduced to that amount which, as of the time any of the Guarantied Obligations are deemed to have been incurred under the Avoidance Provisions, would not cause the obligations of such Guarantor hereunder (or any other obligations of such Guarantor to the Administrative Agent and the Guarantied Parties), to be subject to avoidance under the Avoidance Provisions. This Section is intended solely to preserve the rights of the Administrative Agent and the Guarantied Parties hereunder to the maximum extent that would not cause the obligations of any Guarantor hereunder to be subject to avoidance under the Avoidance Provisions, and no Guarantor or any other Person shall have any right or claim under this Section as against the Administrative Agent and the Guarantied Parties that would not otherwise be available to such Person under the Avoidance Provisions.

  • Notice Provisions (a) Each Party will give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time of any event or state of facts of which it is aware which occurrence or failure would, or would be reasonably likely to:

  • OPERATIVE PROVISIONS ARTICLE 1

  • Governing Provisions This Agreement is made under and subject to the provisions of the Plan, and all of the provisions of the Plan are also provisions of this Agreement. If there is a difference or conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan will govern. By signing this Agreement, the Grantee confirms that he or she has received a copy of the Plan.

  • Forfeiture Provisions A. During the period the retirement benefit is payable to the Director under Section 1 of this Agreement, the Director shall not engage in business activities which are in competition with the Association without first obtaining the written consent of the Association.

  • ARTICLE IX GENERAL PROVISIONS 56 9.1 Survival of Representations.................................................................. 56 9.2

  • Cure Provisions If any default, other than a default in payment is curable and if Borrower has not been given a notice of a breach of the same provision of this Note within the preceding twelve (12) months, it may be cured (and no event of default will have occurred) if Borrower, after receiving written notice from Lender demanding cure of such default: (1) cures the default within fifteen (15) days; or (2) if the cure requires more than fifteen (15) days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.

  • Exculpatory Provisions; Limitation of Liability Neither the Agent nor any of its directors, officers, employees, agents, attorneys or Affiliates shall (a) be liable to any Bank for any action taken or omitted to be taken by it or them hereunder, or in connection herewith including pursuant to any Loan Document, unless caused by its or their own gross negligence or willful misconduct, (b) be responsible in any manner to any of the Banks for the effectiveness, enforceability, genuineness, validity or the due execution of this Agreement or any other Loan Documents or for any recital, representation, warranty, document, certificate, report or statement herein or made or furnished under or in connection with this Agreement or any other Loan Documents, or (c) be under any obligation to any of the Banks to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions hereof or thereof on the part of the Loan Parties, or the financial condition of the Loan Parties, or the existence or possible existence of any Event of Default or Potential Default. No claim may be made by any of the Loan Parties, any Bank, the Agent or any of their respective Subsidiaries against the Agent, any Bank or any of their respective directors, officers, employees, agents, attorneys or Affiliates, or any of them, for any special, indirect or consequential damages or, to the fullest extent permitted by Law, for any punitive damages in respect of any claim or cause of action (whether based on contract, tort, statutory liability, or any other ground) based on, arising out of or related to any Loan Document or the transactions contemplated hereby or any act, omission or event occurring in connection therewith, including the negotiation, documentation, administration or collection of the Loans, and each of the Loan Parties, (for itself and on behalf of each of its Subsidiaries), the Agent and each Bank hereby waive, releases and agree never to xxx upon any claim for any such damages, whether such claim now exists or hereafter arises and whether or not it is now known or suspected to exist in its favor. Each Bank agrees that, except for notices, reports and other documents expressly required to be furnished to the Banks by the Agent hereunder or given to the Agent for the account of or with copies for the Banks, the Agent and each of its directors, officers, employees, agents, attorneys or Affiliates shall not have any duty or responsibility to provide any Bank with an credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Loan Parties which may come into the possession of the Agent or any of its directors, officers, employees, agents, attorneys or Affiliates.

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