Without limiting Section 4 Sample Clauses

Without limiting Section 4. 2(a), Seller shall (at its own expense): (i) timely execute and file all documents, including any applicable requests for qualification or registration of the Facility for or to provide each of such Products for which the Generating Facility, Storage Facility, Contract Capacity, Storage Capacity, Storage Energy, and/or Contract Energy is eligible (including ZRCs, other capacity credits and other Capacity-Related Benefits); and (ii) take all other actions, including identifying and complying with any applicable certification procedures and operating requirements (including required testing and outage reporting and required tagging, scheduling, offering and bidding of the Facility into the MISO Markets); that are necessary or advisable to qualify or register the Facility for, generate, obtain and transfer to Buyer (or, if not possible, transfer to Buyer the benefit of, as directed by Buyer) all such Products for which the Generating Facility, Storage Facility, Contract Capacity, Storage Capacity, Storage Energy, and/or Contract Energy is eligible and to otherwise meet Seller’s obligations in clause (a) above.

Without limiting Section 4. 10(a), neither the Company nor any of its Subsidiaries or, to the Company’s Knowledge, any agent acting on their behalf, has during the past three (3) years committed a violation of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any other anti-bribery or anticorruption Law, including the UK Anti-Bribery Act 2010 and the Australian Criminal Code Act 1995 (Cth) and similar Australian state laws of any jurisdiction, to the extent applicable to the Company or such Subsidiary (collectively, “Anti-Bribery Laws”), or received any written or to the Company’s Knowledge, oral communication from any Governmental Authority that alleges that the Company or any of its Subsidiaries is or may be in violation of, or has or may have any Liability under, any Anti-Bribery Law. There is no pending or, to the Company’s Knowledge, threatened investigation, claim, or any other proceeding, in each case by or from a Governmental Authority, regarding any actual or possible violation of the Anti-Bribery Laws by the Company or any of its Subsidiaries. To the Company’s Knowledge, none of the Company, any of its Subsidiaries or any of their respective representatives to the extent acting on behalf of their behalf has, during the past three (3) years, directly or indirectly, offered, given, reimbursed, paid or promised to pay, or authorized the payment of, any material money or other thing of material value (including any fee, gift, sample, travel expense or entertainment) or any commission payment payable to (a) any Person who is an official, officer, agent, employee or representative of any Governmental Authority or of any existing or prospective customer (whether or not owned by a Governmental Authority), (b) any political party or official thereof, or (c) any candidate for political or political party office, in each case while knowing or having reason to believe that all or any portion of such money or thing of value would be offered, given, reimbursed, paid or promised, directly or indirectly, in violation of the Anti-Bribery Laws of any jurisdiction applicable to the Company or any of its Subsidiaries. During the past three (3) years, neither the Company nor any of its Subsidiaries has made any disclosures to any Governmental Authority concerning potential violations of any Anti-Bribery Laws.

Without limiting Section 4. 1(a)(i), from the date hereof until the Trigger Date, GE shall, and shall cause its Subsidiaries to (x) use the same degree of care to prevent and restrain the unauthorized use or disclosure of the Company Confidential Information by them and their Representatives as they currently use for their own confidential information of a like nature, but in no event less than a reasonable standard of care and (y) not use any Company Confidential Information to engage in a Competing Business (as defined in the Non-Competition Agreement) or to take any other action in violation of the Non-Competition Agreement (as defined in the Transaction Agreement) or otherwise in a manner materially detrimental to the interests of the Company; provided that, for the avoidance of doubt, following the Trigger Date the disclosure and use of Company Confidential Information shall be governed by Section 4.1(a)(i).

Without limiting Section 4. 1.2, upon Xxxxxx’s request, DexCom will participate in joint meetings with Tandem with relevant Regulatory Authorities as reasonably necessary to support Regulatory Approval of Combined Systems, including, as applicable the Tandem Diabetes Management Apps, but excluding DexCom CGM Apps.

Without limiting Section 4. 3 hereof, the provisions of this Section 5 shall apply similarly and equally to successive transactions or events covered hereby and shall be applied as if this Warrant (and any such subsequent warrants) were fully exercisable without regard to any limitations on the exercise of this Warrant.

Without limiting Section 4. 11(a), Seller and the Bank shall use all reasonable efforts to provide data processing and other processing support, including support from outside contractors, to assist CNB in performing all tasks reasonably required to result in a successful conversion of the Bank's data and other files and records to CNB's production environment, when requested by CNB and sufficient to ensure that a successful conversion can occur at such time as CNB requests at or after the Closing Date. Among other things, Seller and the Bank shall: (i) cooperate with CNB to establish a mutually agreeable project plan to effectuate the conversion; (ii) use their reasonable efforts to have the Bank's outside contractors continue to support both the conversion effort and the Bank's needs until the conversion can be established; (iii) provide, or use its reasonable efforts to obtain from any outside contractors, all data or other files and layouts requested by CNB for use in planning the conversion, as soon as possible; (iv) provide reasonable access to personnel at corporate headquarters, data and other processing centers, all branches and, with the consent of outside contractors, at outside contractors, to enable the conversion effort to be completed on schedule; and (v) to the extent reasonably practicable and not adverse to the interests of the Seller or the Bank, give notice of termination of the contracts of outside data processing and other contractors or other third-party vendors when directed to do so by CNB, provided that such notice can be and is conditioned upon the completion of the transactions contemplated hereby. Seller and the Bank shall be required to take any action required by this Section 4.11(b)(v) if (A) CNB provides an undertaking to the Seller and the Bank in form and substance reasonable satisfactory to Seller and the Bank to the effect that CNB shall, in the event that the Acquisition is not consummated, indemnify the Seller and the Bank against all losses, claims, damages and liabilities resulting from such action, and (B) CNB provides arrangements through a third-party provider reasonably acceptable to the Seller and the Bank, which will provide service levels and cost levels reasonably comparable to those service levels and cost levels that would otherwise be available to the Bank.

Without limiting Section 4. 3 hereof, the provisions of this Section 5 shall apply similarly and equally to successive transactions or events covered hereby and shall be applied as if this Warrant (and any such subsequent warrants) were fully exercisable without regard to any limitations on the exercise of this Warrant (provided that the Holder shall continue to be entitled to the benefit of the Maximum Percentage, applied however with respect to shares of capital stock registered under the 1934 Act and thereafter receivable upon exercise of this Warrant (or any such other warrant)).

Without limiting Section 4. 1(a), prior to, on and after the Distribution Date, each party shall, and shall cause its Subsidiaries to, cooperate with the other party and its Subsidiaries, and without any further consideration, but at the expense of the requesting party, to (i) execute and deliver, or use its commercially reasonable efforts to cause to be executed and delivered, all instruments, including any instruments of conveyance, assignment and transfer as such party may be reasonably requested to execute and deliver to the other party, (ii) make, or cause to be made, all filings with, and obtain, or cause to be obtained, all Consents, approvals or authorizations of, any Governmental Authority or any other Person under any permit, license, agreement, indenture or other instrument, (iii) seek, obtain or cause to be obtained, any Governmental Approvals or other Consents required to effect the Separation or the Distribution and (iv) take all such other actions as such party may reasonably be requested to take by any other party from time to time, consistent with the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements, the transfers of the Hertz Assets and the HERC Holdings Assets, the assignment and assumption of the Hertz Liabilities and the HERC Holdings Liabilities and the other transactions contemplated hereby and thereby. Without limiting Section 4.1(a), each party shall, and shall cause its Subsidiaries to, at the reasonable request, cost and expense of any other party, take such other actions as may be reasonably necessary to vest in such other party good and marketable title, if and to the extent it is practicable to do so.

Without limiting Section 4. 1 or Section 4.2, except to the extent expressly permitted, contemplated or required by this Agreement (including pursuant to Section 4.2(b)(i) or this Section 1.5(b)), if, between the entry into this Agreement and the Effective Time, Company declares, sets aside or pays any dividend or other distribution to Company shareholders of record as of a time prior to the Effective Time, except for: (i) stock dividends or dividends payable in other securities of the Company, which shall be subject to Section 1.5(a), (ii) regular quarterly dividends per Company Common Share in an amount not exceeding $0.065 and otherwise paid in accordance with Section 4.24; and (iii) an additional dividend which may be declared by Company in an amount (if there is any such positive amount) equal to, on a per share basis, (x) the product of (A) the aggregate amount of cash dividends declared by Parent per share of Parent Common Stock with a record date after the Parent First Quarter Dividends Record Date but prior to the Effective Time multiplied by (B) the Share Exchange Ratio, minus (y) the aggregate amount of cash dividends declared by Company per Company Common Share with a record date after the Company First Quarter Dividend Record Date but prior to the Effective Time (the “Additional Dividend”), then the Consideration to be paid per Company Common Share shall be appropriately decreased to provide to Company shareholders the same economic effect as contemplated by this Agreement and the Arrangement prior to such action and as so decreased shall, from and after the date of such event, be the Consideration to be paid per Company Common Share. For greater certainty, and without limiting Section 4.1, if, after the entry into this Agreement but prior to the Effective Time, Company declares any dividend(s) (other than a dividend described in clause (i)) in excess of those described in clauses (ii) and (iii), (A) to the extent that the aggregate amount of such excess does not exceed the Cash Consideration, the Cash Consideration to be paid by Parent Canadian Sub shall be decreased by an amount equal to such excess, and (B) to the extent that such excess exceeds the Cash Consideration, the Cash Consideration shall be reduced to zero (0) and the Stock Consideration shall be decreased by the amount by which such excess exceeds the Cash Consideration (and, by extension, the Share Exchange Ratio shall be proportionately adjusted). For purposes of the foregoing calculation, the value of th...

Without limiting Section 4. 1(a), prior to, on and after the Distribution Date, each Party will, and will cause its Subsidiaries to, cooperate with the other Party and its Subsidiaries, and without any further consideration, but at the expense of the requesting Party, to (i) execute and deliver, or use reasonable best efforts to cause to be executed and delivered, all instruments, including any instruments of conveyance, assignment and transfer as such Party may be reasonably requested to execute and deliver to the other Party, (ii) make, or cause to be made, all filings with, and obtain, or cause to be obtained, all Consents, approvals or authorizations of, any Governmental Authority or any other Person under any permit, Contract or other instrument, (iii) seek, obtain, or cause to be obtained, any Consents required to effect the Separation or the Distribution and (iv) take all such other actions as such Party may reasonably be requested to take by any other Party from time to time, consistent with the terms of this Agreement and the Ancillary Agreements, in each case, in order to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements, the transfers of the TimkenSteel Assets and the Bearings Assets, the assignment and assumption of the TimkenSteel Liabilities and the Bearings Liabilities and the other transactions contemplated hereby and thereby.