Certain Exclusivity Sample Clauses

Certain Exclusivity. Notwithstanding any other term of this Agreement, all of the representations and warranties of the Target Companies in this Agreement that relate to any (a) Tax are only contained in Section 3.5, 3.14(b)(6) or 3.14(b)(7), (b) Environmental Law are only contained in Section 3.11, (c) physical condition of any tangible asset are only contained in Section 3.9, 3.10 or 3.11, or (d) Target Company Plan or other employee benefit matter (including under or relating to ERISA) are only contained in Section 3.14(b)(9), 3.15 or 3.16, in each case which, for the avoidance of doubt, are qualified by any applicable item in the Target Company Disclosure Schedule, and in each case notwithstanding any other representation or warranty in this Agreement that, in the absence of this Section, may otherwise appear to apply to any of the foregoing.
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Certain Exclusivity. Notwithstanding any other term of this Agreement, all of the representations and warranties of Seller in this Agreement that relate to any (a) Tax are only contained in Section 3.5 or 3.13(g), (b) Environmental Law are only contained in Section 3.11, (c) physical condition of any tangible asset are only contained in Section 3.9, 3.10, or 3.11, (d) real property are only contained in Section 3.10 or 3.13(b)(3), (e) Intellectual Property are only contained in Section 3.12 or (f) Company Plan or other employee benefit matter (including under or relating to ERISA) are only contained in Section 3.13(i) or 3.14, in each case which, for the avoidance of doubt, are qualified by any related item in any Schedule, and in each case notwithstanding any other representation or warranty in this Agreement that, in the absence of this Section, may otherwise appear to apply to any of the foregoing.
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Related to Certain Exclusivity

  • Certain Exclusions For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax, (i) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code shall be taken into account; (ii) no portion of the Total Payments shall be taken into account which, in the written opinion of an independent, nationally recognized accounting firm (the “Independent Advisors”) selected by the Company, does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments shall be taken into account which, in the opinion of Independent Advisors, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation; and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Independent Advisors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.

  • Non-Exclusivity The services of the Adviser to the Manager, the Allocated Portion and the Trust are not to be deemed to be exclusive, and the Adviser shall be free to render investment advisory or other services to others and to engage in other activities. It is understood and agreed that the directors, officers, and employees of the Adviser are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as partners, officers, directors, trustees, or employees of any other firm or corporation.

  • Non-exclusivity of Rights Nothing in this Agreement shall prevent or limit the Executive's continuing or future participation in any plan, program, policy or practice provided by the Company or any of its affiliated companies and for which the Executive may qualify, nor, subject to Section 12(f), shall anything herein limit or otherwise affect such rights as the Executive may have under any contract or agreement with the Company or any of its affiliated companies. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with the Company or any of its affiliated companies at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program or contract or agreement except as explicitly modified by this Agreement.

  • Non-Exclusivity; Survival of Rights; Subrogation (a) The rights of indemnification and advance of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the charter or Bylaws of the Company, any agreement or a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors, or otherwise. Unless consented to in writing by Indemnitee, no amendment, alteration or repeal of the charter or Bylaws of the Company, this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal, regardless of whether a claim with respect to such action or inaction is raised prior or subsequent to such amendment, alteration or repeal. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right or remedy shall be cumulative and in addition to every other right or remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion of any right or remedy hereunder, or otherwise, shall not prohibit the concurrent assertion or employment of any other right or remedy. (b) In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

  • Reservation of Right Not to Sell The Fund reserves the right to refuse at any time or times to sell any of its shares of beneficial interest (“shares”) hereunder for any reason deemed adequate by it.