Except for transactions Sample Clauses

Except for transactions approved by a majority of the disinterested directors of the Board of Directors, neither BSD (with respect to the BPH Business Assets) nor the Company nor any of their subsidiaries shall enter into any transaction with any director, officer, employee or holder of more than 5% of the outstanding capital stock of any class or series of capital stock of the Company or BSD or any of its subsidiaries, member of the family of any such person, or any corporation, partnership, trust or other entity in which any such person, or member of the family of any such person, is a director, officer, trustee, partner or holder of more than 5% of the outstanding capital stock thereof, with the exception of transactions which are consummated upon terms that are no less favorable than would be available if such transaction had been effected at arms-length, in the reasonable judgment of the Board of Directors ("Related Person Transactions").
Sample 1
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Except for transactions and operations carried out in the normal course of business and consistently with past practice, any sale or disposition of or undertaking to sell or dispose of any of its assets or liabilities; except for the acquisition of the Via Lavoratori Property and for the purchase of assets from third parties in the ordinary course of business and at arm's length conditions,, any purchase or undertaking to purchase any real property, machinery, equipment or other fixed assets related to the Business, any material change in any manner of the nature or method of business or operation related to the Business of such FAST Operating Entity.
Sample 1

Related to Except for transactions

  • REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ADVISER The Adviser represents, warrants and agrees that:

  • Limitations of Liability of the Trustees and Shareholders A copy of the Trust's Agreement and Declaration of Trust is on file with the Secretary of the Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed by the Trustees as Trustees and not individually and that the obligations of this instrument are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and property of the appropriate Fund.

  • Disclaimer of Other Representations and Warranties PURCHASER ACKNOWLEDGES THAT PURCHASER HAS BEEN GIVEN THE OPPORTUNITY TO EXAMINE ALL ASPECTS OF THE PROPERTIES AND TO REVIEW ALL FILES CONCERNING THE PROPERTIES AND ITS ENVIRONMENTAL CONSULTANTS AND ALL STATE AGENCIES HAVING JURISDICTION OVER THE PROPERTIES BEFORE PURCHASER’S EXECUTION AND DELIVERY OF THIS AGREEMENT. EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT AND THE DESIGNATED SELLER DOCUMENTS, PURCHASER AGREES THAT THE PROPERTIES SHALL BE SOLD AND THAT PURCHASER SHALL ACCEPT THE PROPERTIES AT CLOSING STRICTLY ON AN “AS IS, WHERE IS, WITH ALL FAULTS” BASIS, WITH NO RIGHT OF SET-OFF OR REDUCTION IN THE SHARE PURCHASE PRICE EXCEPT FOR ADJUSTMENTS EXPRESSLY CONTEMPLATED BY THIS AGREEMENT AND THE DESIGNATED SELLER DOCUMENTS AND THAT, EXCEPT FOR SELLER’S LIMITED REPRESENTATIONS SET FORTH IN ARTICLE V HEREOF, THE SALE OF THE PROPERTIES AND OTHER TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE DESIGNATED SELLER DOCUMENTS SHALL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND SELLER DOES HEREBY DISCLAIM AND RENOUNCE ANY SUCH REPRESENTATION OR WARRANTY.

  • Representations, Warranties and Agreements of Seller The Seller agrees and acknowledges that it shall, as a condition to the consummation of the transactions contemplated hereby, make the representations and warranties specified in Section 3.01 and 3.02 of the Seller's Warranties and Servicing Agreement, as of the Closing Date. The meaning of the term "Agreement" as used in Sections 3.01 and 3.02 of the Seller's Warranties and Servicing Agreement shall include this Agreement. The Seller, without conceding that the Mortgage Loans are securities, hereby makes the following additional representations, warranties and agreements which shall be deemed to have been made as of the Closing Date:

  • Limitations on Warranties 14.1 Notwithstanding anything else in this Agreement, neither Party shall be liable for any indirect, special, incidental, punitive or consequential damages, including but not limited to loss of data, business interruption, or loss of profits, that arises from the use of the Licensed Materials, or the incompetence of the Authorized Users to properly use the Licensed Materials.

  • Limitation of Liability of the Adviser The Adviser shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the execution and management of the Fund, except for willful misfeasance, bad faith or gross negligence in the performance of its duties and obligations hereunder. As used in this Article 6, the term "Adviser" shall include Directors, officers and employees of the Adviser as well as that corporation itself.

  • Representation, Warranties and Agreements of Portfolio Manager Portfolio Manager represents and warrants that:

  • Representations, Warranties and Agreements of the Fund The Fund represents, warrants and agrees that:

  • Representations of the Holders (a) Each of the initial Holders hereby represents and warrants to, and covenants with each other Holder that, as of the date hereof:

  • Representations and Warranties of the Adviser The Adviser represents and warrants to the Sub-Adviser and the Trust as follows:

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