Without limitation of Section 3 Sample Clauses

Without limitation of Section 3. 8(a), to the Knowledge of the Company, (i) neither the Company and its Subsidiaries and controlled Affiliates (which, for all purposes of this Section 3.8(b), shall be deemed to include the entities identified in numbers (1) through (3) on Section 3.8(b) of the Company Disclosure Letter), nor any of its or their directors or officers is listed on the Specially Designated Nationals and Blocked Person list or other similar lists maintained by the Office of Foreign Assets Control, by the United States Department of the Treasury or pursuant to executive orders, and (ii) neither the Company and its Subsidiaries and controlled Affiliates, nor any of its or their directors, officers, employees, agents or other Persons acting on the Company’s or any Company Subsidiary’s behalf (A) has taken, or caused to be taken, directly or indirectly, any action that would cause the Company or any of its Subsidiaries to be in violation of any Anti-Corruption Law, or (B) has corruptly made, promised, offered or authorized, or has caused or authorized any consultants, joint venture partners or representatives corruptly to make, promise or offer, any payment or transfer of anything of value, directly or indirectly, to any official, employee or agent of any Governmental Entity for the purpose of (1) influencing such Person to take any action or decision or to omit to take any action, in his or her official capacity, (2) inducing such Person to use his or her influence with a Governmental Entity to affect any act or decision of a Governmental Entity, or (3) securing any improper advantage; and each of it and each of its controlled Affiliates complies with and implements internal compliance policies with respect to applicable Anti-Corruption Laws. As used in this Section 3.8(b), the term “Anti-Corruption Laws” means each Law, regulation, treaty or convention relating to anti-money laundering, anti-terrorism financing, anti-bribery, anti-corruption or similar matters, including the Foreign Corrupt Practices Act of 1977, as amended.
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Without limitation of Section 3. 01(a), each Member understands and agrees that, unless exchanged pursuant to an effective registration statement under the Securities Act, the Restricted Class A Shares are restricted securities under the Securities Act and the rules and regulations promulgated thereunder. Each Member agrees that it shall not Transfer any Restricted Class A Shares (or solicit any offers in respect of any Transfer of any Restricted Class A Shares), except in compliance with the Securities Act, any other applicable securities or “blue sky” laws, and the terms and conditions of this Agreement.
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Without limitation of Section 3. 10 (a) immediately preceding, to Grantor's knowledge, the Mortgaged Property and operations conducted thereon by the current owner or operator of such Mortgaged Property, are not in violation of or subject to any existing, pending, or threatened action, suit, investigation, inquiry, or proceeding by any governmental or nongovernmental entity or person or to any remedial obligations under any Environmental Law.
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Without limitation of Section 3. 1.2(a), Licensee shall fulfill the following Development obligations, in each case, within the time period set forth below with respect to such obligation: (i) Licensee shall [***] by [***]; and (ii) Licensee is permitted to obtain [***] extension of the above diligence milestone in by payment to Allergan of [***] for such extension, which shall be made before the due date for the applicable milestone.
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Without limitation of Section 3. 1(n)(1) above, no property of Mercury, QELC or MGP nor the operations currently conducted thereon or by any prior owner or operator of such property or operation, are in violation of or subject to any existing, pending or, to the knowledge of Mercury, MGP, QELC or QRI threatened action by or before any Governmental Authority or to any remedial obligations under Environmental Laws.
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Related to Without limitation of Section 3

  • For purposes of Sections 1.1 and 1.4, the Company shall be the designee of the Fund for receipt of purchase and redemption orders from the Account, and receipt by such designee shall constitute receipt by the Fund; provided that the Company receives the order by 4:00 p.m. Baltimore time and the Fund receives notice of such order by 9:30 a.m. Baltimore time on the next following Business Day. "Business Day" shall mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the SEC.

  • Application of Section 409A Notwithstanding anything to the contrary herein, the following provisions apply to the extent severance benefits provided herein are subject to Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). Severance benefits shall not commence until Executive has a “separation from service” for purposes of Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code, any installment payments of Disability Base Salary Payments pursuant to Section 6.3(b) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated to the minimum extent necessary so that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of such separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly.

  • Amendment of Section 6 14. Section 6.14 of the Credit Agreement is amended to read as follows:

  • Amendment of Section 10 1. Section 10.1 of the Note Agreement is amended to read in its entirety as follows:

  • Amendment of Section 7 2.10(f). Clause (iii) of Section 7.2.10(f) of the Credit Agreement is hereby amended and restated in its entirety to the following:

  • Amendment of Section 9 05. In respect of the 2018 Notes only, the provisions of Section 9.05 of the Indenture are amended by deleting the text of such Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”. Such provisions shall be deemed not to have been deleted in respect of the 2021 Notes.

  • Amendment of Section 8 15(b). Section 8.15(b) of the Existing Credit Agreement is hereby amended in its entirety to read as follows:

  • Amendment of Section 3 Section 3 of the Employment Agreement is hereby deleted in its entirety and replaced with the following: Term. Unless otherwise terminated in accordance with Sections 8, 9, 10 or 11, the Employment Term shall be for a term ending April 30, 2015. This Agreement shall be automatically renewed for successive additional Employment Terms of one (1) year each unless notice of termination is given in writing by either party to the other party at least thirty (30) days prior to the expiration of the initial Employment Term or any renewal Employment Term.

  • Amendment of Section 5 02. The third paragraph following Section 5.02(a)(vi) is hereby replaced in its entirety with the following: On each Distribution Date, the Trustee, subject to Section 5.01, shall distribute to the Holders of the Class SES Certificates, any Ancillary Income, which shall be treated as paid outside the Lower-Tier REMIC and the Upper-Tier REMIC.

  • Amendment of Section 4 4. Pursuant to Section 9.2 of the Indenture, Section 4.4(b) of the Indenture is hereby amended and restated in its entirety to read as follows:

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