Without limiting Section 2. 4(a), Seller shall use Commercially Reasonable Efforts to submit, on or before ninety (90) Days after the Effective Date, this Agreement with each and every Governmental Authority from which it must obtain a Governmental Approval in order to enter into this Agreement or to perform its obligations hereunder and request that such Governmental Authority provide such Governmental Approval, without modification or conditions, without suspension, and with service hereunder to be effective no later than the Delivery Term Commencement Date.
Without limiting Section 2. 5 in any manner, for the avoidance of doubt, the Parties acknowledge and agree that nothing in this Article VIII is intended or shall be construed to, limit, vitiate or supersede the provisions, terms and conditions of Article XXIII of the Lease.
Without limiting Section 2. 7(a), this Agreement does not establish any employment relationship between Buyer and any Employee of any Seller Service Provider or ERISA Affiliate or other member of the Seller Group, and no Employee of any Seller Service Provider or ERISA Affiliate or other member of the Seller Group shall be deemed to be an Employee of Buyer for any purpose. With respect to the Work performed under this Agreement or any Ancillary Agreement, any Seller Service Provider or any ERISA Affiliate or other member of Seller Group (excluding Buyer) shall be solely responsible and liable for the following:
(i) payment of wages, salary, and other compensation for all Project Employees; (ii) as applicable, withholding and payment of federal, state, and local individual income taxes, FICA, and other Taxes and applicable amounts with respect to any payment made to Project Employees; (iii) as applicable, providing Project Employees all pension, welfare, and other employment-related benefits; and (iv) directing, controlling, and making all employment-related decisions relating to Project Employees. In the event any Employee of any Seller Service Provider or any ERISA Affiliate or other member of the Seller Group asserts any claim or commences any Action against Buyer relating to this Agreement, any action or conduct taken by Seller or Buyer in connection with this Agreement, or the performance of the Work (a “Seller Group Employee Claim”), Seller shall (A) take, or cause the applicable member of the Seller Group or Seller Service Provider to take, at the earliest opportunity, all steps reasonably necessary to have Seller or such member of the Seller Group or Seller Service Provider determined to be the sole and exclusive employer and/or former employer of such Employee, (B) retain or assume, or cause the applicable Affiliate or Seller Service Provider to retain or assume, as applicable, all Liability with respect to such Seller Group Employee Claim, and (C) defend, indemnify, and hold harmless each member of the Buyer Group from and against any and all Seller Group Employee Claims and any and all Losses imposed upon or incurred by any member of the Buyer Group that arise out of or relate to any Seller Group Employee Claim, pursuant to the provisions of Article 24 (Indemnification).
Without limiting Section 2. 3 or Section 5.7, Seller’s duties hereunder shall include planning the routes for delivery of all Goods to be brought into the Project Site by making use of such roadways, waterways, and railways as may safely accommodate loads and sizes of deliveries. If the Work involves transportation of over-sized loads or construction under or about public roads, waterways, or railroads, Seller and its Contractors and Subcontractors shall make suitable arrangements with Governmental Authorities and railroads to ensure that other users of the roadways, waterways, and railways are safeguarded from accident and/or delay as a result of such transportation. Any roadway, bridge, sidewalk, tree, vegetation, landscaping, grounds, or other property damaged as a result of the Work shall be properly repaired or duly replaced by Seller at its expense to the extent required by Law.
Without limiting Section 2. 10(a), each Party shall, and shall cause the applicable members of its Group to, (i) cooperate with the other Party in all matters relating to the provision and receipt of the Services, (ii) use commercially reasonable efforts to minimize the expense, distraction and disturbance to each Party and (iii) perform all obligations hereunder in good faith and in accordance with principles of fair dealing. Such cooperation shall include (A) the execution and delivery of such further instruments or documents as may be reasonably requested by the other Party to enable the full performance of each Party’s obligations hereunder and (B) promptly notifying the other Party of any changes to a Party’s operating environment or personnel that would reasonably be expected to affect the provision or use of the Services in any material respect, and working with the other Party to minimize the effect of such changes.
Without limiting Section 2. 02(a), Licensor shall have the right to enforce and protect the Licensed Trademarks against any failure by or on behalf of a SpinCo Dealer to cease use of the Licensed Trademarks after the applicable time periods set forth in or to otherwise comply with this Agreement by any means, including any legal proceeding or other enforcement action (each, an “Enforcement Action”). With respect to any then-current SpinCo Dealer, Licensee shall reimburse Licensor for all costs and expenses incurred by or on behalf of Licensor in connection with such Enforcement Action, and with respect to any former SpinCo Dealer, such Enforcement Action shall be at Licensor’s expense. Licensee shall provide reasonable assistance to Licensor in connection with any Enforcement Action; provided, that, with respect to any former SpinCo Dealer, such assistance shall be at Licensor’s expense.
Without limiting Section 2. 11 or Section 8.1, (a) the Aggregate Commitment shall expire on the Facility Termination Date and (b) the Aggregate Outstanding Credit Exposure and all other unpaid Obligations shall be paid in full on the Facility Termination Date.
Without limiting Section 2. 2(a) and subject to the Newco Group’s obligations in relation to employees who transfer to the Newco Group as of the Separation Time pursuant to the Transfer Regulations and applicable Law, for a period of twelve (12) months following the Effective Time, NetScout shall provide or cause to be provided to each Newco Employee not covered by Collective Bargaining Agreements severance benefits calculated in a manner no less favorable than those such Newco Employee would have received upon a termination of employment or service immediately prior to the Separation Time.
Without limiting Section 2. 5, prior to the Closing Date, the Company shall take all actions that are necessary to cause the Company Stock Plans to terminate as of the Effective Time, pursuant to resolutions of the Company’s Board of Directors that are reasonably satisfactory to Parent. Notwithstanding the foregoing, the Company shall not terminate the Company Stock Plans if, not later than five Business Days prior to the Closing Date, Parent requests that the Company not terminate the Company Stock Plans. For a minimum period of at least from the Closing Date through December 31, 2020, each Company Employee Plan, other than the Company Stock Plans pursuant to this Section 7.5(f), shall remain in effect for the Company Service Providers.
Without limiting Section 2. 6(a), the Borrower shall pay to the Lenders, in Dollars, such other fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.