Non-Applicability of Certain Provisions Sample Clauses

Non-Applicability of Certain Provisions. Assuming the accuracy of the representation and warranty of Shoney's contained in Section 6.6, without giving effect to the knowledge qualification thereof, the anti-takeover restrictions of the Tennessee Investor Protection Act, the Delaware General Corporation Law, the Hawaii Corporate Takeovers Act, the Florida 1989 Business Corporation Act and the New Jersey Shareholders Protection Act do not apply to the execution and delivery of this Agreement by Enterprises or the consummation of the transactions contemplated by this Agreement.
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Non-Applicability of Certain Provisions. Assuming the accuracy of the representation and warranty of Enterprises contained in SECTION 5.6, without giving effect to the knowledge qualification thereof, the restrictions on business combinations imposed by the Tennessee Business Combination Act do not apply to the execution and delivery of this Agreement by Shoney's or TPAC or the consummation of the transactions contemplated by this Agreement by Shoney's or TPAC.
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Non-Applicability of Certain Provisions. The provisions of the foregoing Articles 14.2, 14.2.1 and 14.2.2 shall continue for the duration of this Agreement and shall be applicable to each and every occasion and whenever a Party desires to dispose of (whether by sale, conveyance, transfer, assignment, lease, or otherwise) all or any portion of its Ownership Interest, provided, however, such provisions (excluding the last paragraph of Article 14.2.1) shall not be applicable to, and each of the Parties hereby consents to, the following:
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Non-Applicability of Certain Provisions. Section 11, the third sentence of Section 15, and Sections 17 and 18 of the DEMI License shall not apply to RAYOVAC, as a Sublicensee under the DEMI License.
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Non-Applicability of Certain Provisions. Notwithstanding anything to the contrary contained in this Agreement: (a) if the Australia Collateral Threshold is $0.00, (i) none of the representations and warranties or affirmative or negative obligations of Coeur Australia under this Agreement shall apply and (ii) none of the representations and warranties or affirmative or negative obligations of the Parent and none of the rights of the Secured Party under this Agreement with respect to the Australia Collateral, an Account Control Agreement, Cobar Operation Pty Limited, the Cobar Payment Instructions, the Cobar Silver Sale Agreement, Coeur Australia, the Limited Purpose, the Pledged Account or the Restricted Account Agreement shall apply and (b) if the L/C Amount Threshold is $0.00, none of the representations and warranties or affirmative or negative obligations of the Parent and none of the rights of the Secured Party under this Agreement with respect to the Xxxxx Fargo L/C shall apply.”
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Non-Applicability of Certain Provisions. 14.3 Transfer of Associated Rights and Interests.
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Non-Applicability of Certain Provisions. The provision of the foregoing Articles 14.2, 14.2.1, and 14.2.2 shall continue for the duration of this Agreement and shall be applicable to each and every occasion and whenever either Party desires to dispose of (whether by sale, conveyance, transfer, assignment, lease, or otherwise) all or any portion of its ownership interest in Xxxxxxx County Unit 1 to any third party or parties; provided, that such provisions shall not be applicable to, and each of the Parties hereby consents to, the following: the transfer, sale, or assignment to a financially responsible subsidiary, affiliate, or successor of Louisville; or the transfer, sale, or assignment to a financially responsible successor joint agency to IMEA; provided that if IMEA is dissolved or liquidated by operation of law or otherwise, and IMEA’s interest herein is not assumed by a financially responsible successor agency operating as a single entity, Louisville shall have the immediate option to purchase all of IMEA’s interest herein at fair market value. For this purpose, fair market value shall be determined by an independent appraiser selected jointly by the Parties; or the transfer, assignment, pledge, hypothecation, mortgage, or grant (by indenture of mortgage, deed of trust, or otherwise) by either Party of its ownership interest in Xxxxxxx County Unit 1, together with all or substantially all of its other electric utility property, for the purpose of securing bonds or other obligations for borrowed money issued or to be issued by it, including the effect of any after acquired property clause of any such indenture of mortgage, deed of trust, or other instrument now existing or hereafter created by such Party, or the realization on or enforcement of such security or the exercise by the trustee or the mortgagee, or as the case may be, or the beneficiaries of such security of any of the rights, powers, or privileges provided for with respect thereto; or the transferring by either Party to a third party of its undivided ownership interest in Xxxxxxx County Unit 1, together with all or substantially all of its other electric utility property, whether by sale or pursuant to or as a result of a merger, consolidation, or corporate reorganization. the transferring by Louisville of any interest in Xxxxxxx County Unit 1 which transfer would not reduce Louisville’s interest in Xxxxxxx County Unit 1 to a level below seventy-five (75) percent. All transfers of interest set forth in this Article 14 shall be co...
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Related to Non-Applicability of Certain Provisions

  • Survival of Certain Provisions The covenants and agreements set forth in Section 4.1, Section 4.2 and Section 5.2 shall survive the Termination of the Company.

  • Benefit of Certain Provisions The Borrower agrees that each Participant shall be deemed to have the right of setoff provided in Section 11.1 in respect of its participating interest in amounts owing under the Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Loan Documents, provided that each Lender shall retain the right of setoff provided in Section 11.1 with respect to the amount of participating interests sold to each Participant. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in Section 11.1, agrees to share with each Lender, any amount received pursuant to the exercise of its right of setoff, such amounts to be shared in accordance with Section 11.2 as if each Participant were a Lender. The Borrower further agrees that each Participant shall be entitled to the benefits of Sections 3.1, 3.2, 3.4 and 3.5 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.3, provided that (i) a Participant shall not be entitled to receive any greater payment under Section 3.1, 3.2 or 3.5 than the Lender who sold the participating interest to such Participant would have received had it retained such interest for its own account, unless the sale of such interest to such Participant is made with the prior written consent of the Borrower, and (ii) any Participant not incorporated under the laws of the United States of America or any State thereof agrees to comply with the provisions of Section 3.5 to the same extent as if it were a Lender.

  • Invalidity of Certain Provisions If any provision of this Guaranty or the application thereof to any Person or circumstance shall, for any reason and to any extent, be declared to be invalid or unenforceable, neither the remaining provisions of this Guaranty nor the application of such provision to any other Person or circumstance shall be affected thereby, and the remaining provisions of this Guaranty, or the applicability of such provision to other Persons or circumstances, as applicable, shall remain in effect and be enforceable to the maximum extent permitted by applicable law.

  • Construction of Certain Provisions If any provision of this Agreement or any of the Loan Documents refers to any action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person, whether or not expressly specified in such provision.

  • Breach of Certain Provisions Failure of the Borrower or any of its Subsidiaries to perform or comply with any term or condition contained in Sections 6.1(f), 6.3 or 8.1, or in Article VII; or

  • Indemnification; Survival of Certain Provisions The Liquidity Provider shall be indemnified hereunder to the extent and in the manner described in Section 8.1 of the Participation Agreements. In addition, the Borrower agrees to indemnify, protect, defend and hold harmless the Liquidity Provider from, against and in respect of, and shall pay on demand, all Expenses of any kind or nature whatsoever (other than any Expenses of the nature described in Section 3.01, 3.02 or 7.07 hereof or in the Fee Letter applicable to this Agreement (regardless of whether indemnified against pursuant to said Sections or in such Fee Letter)), that may be imposed, incurred by or asserted against any Liquidity Indemnitee, in any way relating to, resulting from, or arising out of or in connection with any action, suit or proceeding by any third party against such Liquidity Indemnitee and relating to this Agreement, the Fee Letter, the Intercreditor Agreement or any Financing Agreement; provided, however, that the Borrower shall not be required to indemnify, protect, defend and hold harmless any Liquidity Indemnitee in respect of any Expense of such Liquidity Indemnitee to the extent such Expense is (i) attributable to the gross negligence or willful misconduct of such Liquidity Indemnitee or any other Liquidity Indemnitee, (ii) ordinary and usual operating overhead expense, or (iii) attributable to the failure by such Liquidity Indemnitee or any other Liquidity Indemnitee to perform or observe any agreement, covenant or condition on its part to be performed or observed in this Agreement, the Intercreditor Agreement, the Fee Letter applicable to this Agreement or any other Operative Agreement to which it is a party. The indemnities contained in Section 8.1 of the Participation Agreements, and the provisions of Sections 3.01, 3.02, 3.03, 3.09, 7.05 and 7.07 hereof, shall survive the termination of this Agreement.

  • Waiver of Certain Laws Each of the Seller and the Servicer agrees, to the full extent that it may lawfully so agree, that neither it nor anyone claiming through or under it will set up, claim or seek to take advantage of any appraisement, valuation, stay, extension or redemption law now or hereafter in force in any locality where any Collateral may be situated in order to prevent, hinder or delay the enforcement or foreclosure of this Agreement, or the absolute sale of any of the Collateral or any part thereof, or the final and absolute putting into possession thereof, immediately after such sale, of the purchasers thereof, and each of the Seller and the Servicer, for itself and all who may at any time claim through or under it, hereby waives, to the full extent that it may be lawful so to do, the benefit of all such laws, and any and all right to have any of the properties or assets constituting the Collateral marshaled upon any such sale, and agrees that the Administrative Agent or any court having jurisdiction to foreclose the security interests granted in this Agreement may sell the Collateral as an entirety or in such parcels as the Administrative Agent or such court may determine.

  • Waiver of Certain Covenants Except as otherwise specified as contemplated by Section 3.1 for Securities of such series, the Company may, with respect to the Securities of any series, omit in any particular instance to comply with any term, provision or condition set forth in any covenant provided pursuant to Sections 3.1(22), 9.1(2), 8.1, 10.4, 10.5, 10.6, 10.7 or 10.8 for the benefit of the Holders of such series if before or after the time for such compliance the Holders of at least a majority in principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect.

  • Waiver of Certain Damages To the extent permitted by applicable law, each party hereto agrees not to assert, and hereby waives, any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any of the transactions contemplated hereby.

  • Waiver of Certain Defenses No action for the enforcement of the lien hereof or of any provision hereof shall be subject to any defense which would not be good and available to the party interposing the same in an action at law upon the Note or any of the other Loan Documents.

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