Overriding Provision. The provisions of this Article VI shall supersede the provisions of any separate nondisclosure agreements executed by any of the Parties with respect to the transactions contemplated hereby, and all such other nondisclosure agreements shall be terminated and null and void as between the Parties, including without limitation, any term sheet, letter of intent, memorandum of understanding or other similar agreement entered into by two or more of the Parties in respect of the transactions contemplated hereby.
Overriding Provision. The provisions of this Article IV shall supersede the provisions of any separate nondisclosure agreements executed by any of the Parties with respect to the transactions contemplated hereby, and all such other nondisclosure agreements shall be terminated and null and void as between the Parties, including without limitation, any term sheet, letter of intent, memorandum of understanding or other similar agreement entered into by two or more of the Parties in respect of the transactions contemplated hereby.
Overriding Provision. (a) Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Member if such distribution would violate Section 18-607 of the Act or other applicable Law.
(b) Notwithstanding any provision to the contrary contained in this Agreement other than Section 3.2, the Company shall not make any distribution to any Member if, as determined the Distribution Committee, in the good faith exercise of its business judgment, the amount of cash remaining at the Company following such distribution or withdrawal would not be sufficient to satisfy Working Capital Requirements, regulatory requirements or payments by the Company in connection with puts, calls or redemptions pursuant to Section 8.3.
Overriding Provision. Notwithstanding any other provision of this deed:
(a) the Security Trustee is not obliged to do or omit to do anything including entering into any transaction or incurring any liability unless the Security Trustee's liability is limited in a manner satisfactory to the Security Trustee in its absolute discretion; and
(b) the Security Trustee will not be under any obligation to advance or use its own funds for the payment of any costs, expenses or liabilities, except in respect of its own fraud, negligence or breach of trust.
Overriding Provision. (a) Notwithstanding the foregoing provisions of this Article XVII, Borrower agrees and acknowledges that Gramercy Warehouse Funding I LLC (“GWF”) shall have the right, without notice to or the consent of Borrower, to transfer or assign the Loan or any interest therein to any Affiliate of GWF or of Gramercy Capital Corp. (“GKK”) including, but not limited to, Gxxxxxxx Xxxx Xxxxxx XXX 0000-0, Xxxxxxxx Real Estate CDO 2006-1, and Gramercy Real Estate CDO 2007-1 LLC (each a “CDO”), which CDO is currently managed by GKK Manager LLC, an affiliate of GKK, and that GKK Manager LLC intends to remain the manager of the CDO following such transfer.
(b) However, Borrower expressly acknowledges that, as a result of (a) the enforcement of the provisions of one or more documents to which such CDO is a party or by which it is bound, including, but not limited to, the documents governing the CDO and/or any financing documents to which it is a party or (b) any action taken by the holders of the Securities issued by the CDO, in each case without the consent or approval of GKK, GKK may be removed as a manager or special servicer of the CDO and in such a case, GKK may be divested of the power to direct or cause the direction of the management of the Loan, which divestiture shall not give rise to any rights of Borrower or obligations of Lender hereunder.
(c) Except as set forth in the preceding clauses (a) and (b), Borrower and Lender agree and acknowledge that GWF or any successor Lender shall be permitted to transfer or assign the Loan or any interest therein to any Person that is not an Affiliate of GKK only if (i) GKK or an Affiliate of GKK retains the power to direct or cause the direction of the management of the Loan (which shall include making decisions with respect to the determination of the FMV (as defined in the Note) and the marketing of the Projects, as contemplated in the Note), in which case neither notice to nor consent of Borrower shall be required or (ii) in the event that Lender does not retain the power described in the immediately preceding clause (i), Lender obtains Borrower’s consent to such transfer or assignment, which consent Borrower agrees it will not unreasonably withhold, condition or delay.
(d) Lender acknowledges that its rights under Article XVII shall be limited to the extent set forth in this Section 17.09.
Overriding Provision. The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Covered Person to the Partnership, any Partner or any other Person bound by this Agreement otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Covered Person to the fullest extent permitted by applicable law.
Overriding Provision. Notwithstanding any other provision of this Agreement, distributions shall be made only to the extent of Available Assets and in compliance with the Act.
Overriding Provision. Notwithstanding anything contained in this Agreement to the contrary: (a) with respect to the security interests granted by the Israeli Grantors pursuant to this Agreement, this Agreement and each of the terms hereof relating to Collateral shall be limited solely to Collateral (including each of its constitutive parts) located in the United States of America or governed by the laws of the United States of America (including, for the avoidance of doubt, federal laws and state laws); and (b) in respect of Collateral constituting OCS-Funded Know-How, the creation of any security interest over such Collateral and any realization in respect thereof shall be: (i) subject to the OCS Provision (including the Research Law and the OCS approvals dated January 26, 2016 as may be amended from time to time); and (ii) governed by the laws of the State of Israel and subject to the exclusive jurisdiction of the Israeli courts.
Overriding Provision. Notwithstanding any other provision of this deed:
(a) the Security Trustee is not obliged to do or omit to do anything including entering into any transaction or incurring any liability unless the Security Trustee's liability is limited in a manner satisfactory to the Security Trustee in its absolute discretion; and
(b) the Security Trustee will not be under any obligation to advance or use its own funds for the payment of any costs, expenses or liabilities, except in respect of its own fraud, negligence or breach of trust. -------------------------------------------------------------------------------- --------------------------------------------------------------------------------
Overriding Provision. Notwithstanding anything contained in this Agreement to the contrary, (a) with respect to the Security Interests granted by the Israeli Grantors pursuant to this Agreement, this Agreement and each of the terms hereof relating to Collateral shall be limited solely to Collateral (including each of its constitutive parts) located in the United States of America or governed by the laws of the United States of America (including, for the avoidance of doubt, federal laws and state laws); and (b) in respect of Collateral constituting IIA-Funded Know-How, the creation of any Security Interest over such Collateral and any enforcement thereof shall be subject to the IIA Provision (including the Research Law and all IIA Approvals) and to the terms of Section 6.09(D) of this Agreement.
