Provisions with Continuing Effect Sample Clauses

Provisions with Continuing Effect. The following Clauses together with all other provisions of this Agreement which are intended to have effect following any expiry or termination of this Agreement, shall survive expiry or termination of this Agreement to the extent permissible by law: Clause 2.1.8 (Insurance Requirements); Clause 2.6 (Confidentiality); Clause 3 (Assets and Intellectual Property Rights); Clause 5.1 (Audits); Clause 5.5 (Consequences of Termination or Expiry); Clause 5.7 (Limits of Liability); and Clause 6 (Miscellaneous).
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Provisions with Continuing Effect. ‌ 6.7.1 The following Clauses together with all other provisions of this Agreement and each Service Contract which are intended to have effect following any expiry or termination of this Agreement and each Service Contract, shall survive expiry or termination of this Agreement and each Service Contract to the extent permissible by law: Clause 1.2 (Definitions and Interpretation); Clause 2.1.8 (Insurance Requirements); Clause 2.6 (Process for Resolving Disputes); Clause 2.7 (Confidentiality); Clause 3 (Intellectual Property Rights); Clause 5.1 (Audit); Clause 5.6 (Consequences of Termination or Expiry); Clause 5.9 (Limits of Liability); and Clause 6 (Miscellaneous).
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Related to Provisions with Continuing Effect

  • Limitation on Transactions with Affiliates (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an “Affiliate Transaction”) unless (i) the terms of such Affiliate Transaction are not materially less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time in a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $15.0 million, the terms of such Affiliate Transaction have been approved by a majority of the Disinterested Directors. For purposes of this Section 412(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 412(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (b) The provisions of Section 412(a) will not apply to: (i) any Restricted Payment Transaction, (1) the entering into, maintaining or performance of any employment contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any employee, officer or director heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) the payment of compensation, performance of indemnification or contribution obligations, or any issuance, grant or award of stock, options, other equity-related interests or other securities, to employees, officers or directors in the ordinary course of business, (3) the payment of reasonable fees to directors of the Company or any of its Subsidiaries (as determined in good faith by the Company or such Subsidiary), (4) any transaction with an officer or director in the ordinary course of business not involving more than $100,000 in any one case, or (5) Management Advances and payments in respect thereof, (iii) any transaction with the Company, any Restricted Subsidiary, or any Receivables Entity, (iv) any transaction arising out of agreements or instruments in existence on the Issue Date, and any payments made pursuant thereto, (v) any transaction in the ordinary course of business on terms not materially less favorable to the Company or the relevant Restricted Subsidiary than those that could be obtained at the time in a transaction with a Person who is not an Affiliate of the Company, (vi) any transaction in the ordinary course of business, or approved by a majority of the Board of Directors, between the Company or any Restricted Subsidiary and any Affiliate of the Company controlled by the Company that is a joint venture or similar entity, and (vii) the Transactions, all transactions in connection therewith (including but not limited to the financing thereof), and all fees and expenses paid or payable in connection with the Transactions.