Without limiting the provisions of Section 6 Sample Clauses

Without limiting the provisions of Section 6. 1(a), Parent hereby covenants and agrees that, except (i) as set forth in Section 6.1(b)(i) of the Sellers Disclosure Letter or Section 6.10(b)(ii) of the Sellers Disclosure Letter, (ii) for matters contemplated by Section 6.14 or as otherwise expressly contemplated hereby or (iii) with the prior written consent of Purchaser, from and after the date hereof and prior to and including the Closing Date, none of Sellers (with respect to the Business) nor the Acquired Subsidiaries, as applicable, will: (i) amend the articles of incorporation or bylaws or similar organizational documents of any of the Acquired Subsidiaries; (ii) authorize, issue or sell, or agree to authorize, issue or sell, any additional shares or other equity or ownership interests, or grant, confer or award any options, warrants or rights to acquire any shares, including securities convertible or exchangeable for shares or other equity or ownership interests, of any Acquired Subsidiary, or take or agree to take any of the foregoing actions as a partner in a Joint Venture with respect to any Seller's equity interests in such Joint Venture; (iii) enter into any contract relating to the Business, in each case, other than (A) such contracts that are entered into in the ordinary course of business consistent with past practice (including guaranteed investment contracts and funding agreements and investments made pursuant to Section 6.1(b)(xvi); provided that such guaranteed investment contracts and funding agreements do not have put provisions that would permit the acceleration of the stated maturity thereof upon a change of control or ratings downgrade; and (B) any such contract not entered into in the ordinary course of business consistent with past practice and pursuant to which any Seller or any Acquired Subsidiary receives, or is reasonably expected to receive, payments, or makes, or is reasonably expected to make, payments, of less than fifteen million dollars ($15,000,000) for all contracts outside the ordinary course of business in the aggregate per calendar year; (iv) modify, amend or terminate any of the Applicable Contracts, except in the ordinary course of business consistent with past practice; (v) (A) incur or assume any indebtedness for borrowed money (including surplus notes or capital notes), (B) guarantee any indebtedness of another, (C) make any loans or advances of borrowed money or capital contributions to, or equity investments in, any other Person, other than indebtedness, ...
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Without limiting the provisions of Section 6. 1.2, from the date hereof through the Closing Date, except as otherwise expressly permitted by this Agreement or as otherwise consented to by Buyer in writing, Seller shall not: (a) Except in accordance with the terms and conditions of the FNF Secured Loans, amend its Articles of Incorporation or Bylaws (or similar organizational documents); (b) issue, sell, deliver, grant, accelerate, repurchase, redeem any options for, or otherwise agree or commit to issue, sell or deliver any equity interests in Seller, including, without limitation, stock or any other securities; (c) recapitalize, split, combine or reclassify any equity interests in Seller, including, without limitation, stock or other securities; declare, set aside, pay or make any dividend or other distribution or payment (whether in cash, units or property or any combination thereof) in respect of, or purchase, redeem or otherwise acquire any of its securities, or modify any of the terms of any such securities; (A) other than debt in existence as of the date of this Agreement (including, without limitation, the FNF Secured Loans and the Homemark Secured Loans) or the refinancing of any such existing debt on more favorable terms to Seller, create, incur, assume, maintain or permit to exist any long-term debt or any short-term debt for borrowed money, provided, however, that Buyer's consent to the creation or incurrence of any new debt between the date of this Agreement through the Closing Date shall not be unreasonably withheld; (B) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person; or (C) make any loans, advances or capital contributions to, or investments in, any other Person; (e) make any capital expenditure or capital expenditure commitment in excess of $50,000 whether individually or in the aggregate; (f) grant (or commit to grant) any increase in the compensation (including incentive or bonus compensation) of any of its employees or institute, adopt or amend (or commit to institute, adopt or amend) any compensation or benefit plan, policy, program or arrangement or collective bargaining agreement applicable to any of its employees; (g) amend, terminate or enter into any employment, consulting, severance, change in control or similar agreement or arrangement (including any commitment to pay retirement or other benefits) to or with any of its officers, directors or employees, or any collective...
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Without limiting the provisions of Section 6. 5(a), during the period ending six years after the Effective Time, Parent will indemnify and hold harmless each Indemnified Party against and from any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, to the extent such claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, to the extent such claim, action, suit, proceeding or investigation arises out of or pertains to (1) any action or omission or alleged action or omission in his or her capacity as a director or officer of the Company, Parent or any of their subsidiaries (regardless of whether such action or omission, or alleged action or omission, occurred prior to, on or after the Closing Date) or (2) any of the transactions contemplated by this Agreement, in each case to the full extent a corporation is permitted under the DGCL to indemnify its own directors and officers, as the case may be; provided, however, that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Party delivers to Parent a written notice asserting a claim for indemnification under this Section 6.5(b), then the claim asserted in such notice shall survive the sixth anniversary of the Effective Time until such time as such claim is fully and finally resolved. In the event of any such claim, action, suit, proceeding or investigation, (i) Parent will have the right to control the defense thereof after the Effective Time (it being understood that, by electing to control the defense thereof, Parent will be deemed to have waived any right to object to the indemnified Parties' entitlements to indemnification hereunder with respect thereto), (ii) any counsel retained by the Indemnified Parties with respect to the defense thereof for any period after the Effective Time must be reasonably satisfactory to Parent, and (iii) after the Effective Time, Parent will pay the reasonable fees and expenses of such counsel, promptly after statements therefor are received (provided that in the event that any Indemnified Party is not entitled to indemnification hereunder, any amounts advanced on his or her behalf shall be remitted to the Surviving Corporation); provided, however, that neither Parent nor the Surviving Corporation nor any Indemnified Pa...
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Related to Without limiting the provisions of Section 6

  • 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.

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

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

  • Without limiting any of the rights of Indemnitee under the Articles as they may be amended from time to time, this Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

  • Amendment of Section 5 4. Section 5.4 of the Agreement is ------------------------ hereby amended and restated in its entirety 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 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:

  • Amendment of Section 9 16. In respect of the 2018 Notes only, the provisions of Section 9.16 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 9.2. Section 9.2 of the Credit Agreement is hereby amended to read in its entirety as follows: