Nothing contained in Section 6 Clause Samples
The 'Nothing contained in Section 6' clause serves to clarify that the provisions outlined in Section 6 do not override or affect other rights, obligations, or sections of the agreement. In practice, this clause is often used to ensure that specific exceptions, limitations, or carve-outs are preserved, even if Section 6 appears broad or comprehensive. Its core function is to prevent unintended consequences or conflicts by making clear that Section 6 does not limit or negate other important terms elsewhere in the contract.
Nothing contained in Section 6. 1(a) shall impair or otherwise affect any right of any Party, and as applicable, a member of the Party’s Group, to enforce this Agreement, any Ancillary Agreement or any agreements, arrangements, commitments or understandings unrelated to the Separation and Distribution and explicitly contemplated in this Agreement or any Ancillary Agreement to continue in effect after the Effective Time. In addition, nothing contained in Section 6.1(a) shall release any Person from:
(i) any Liability assumed, transferred by, or assigned or allocated to, a Party or a member of such Party’s Group pursuant to or contemplated by this Agreement or any Ancillary Agreement including (A) with respect to Infrastructurco, any Infrastructurco Liability, and (B) with respect to Flowco, any Flowco Liability;
(ii) any Liability provided in or resulting from any other Contract or understanding that is entered into after the Effective Time between one Party (and/or a member of such Party’s Group), on the one hand, and the other Party (and/or a member of such Party’s Group), on the other hand;
(iii) any Liability that the Parties may have with respect to indemnification or contribution pursuant to this Agreement or any Ancillary Agreement, including in respect of claims brought against the Parties (or members of their respective Groups) by any Third Party, which Liability shall be governed by the provisions of this Article VI and, if applicable, the appropriate provisions of the Ancillary Agreements;
(iv) any Liability with respect to any Intercompany Accounts that survive the Effective Time pursuant to Section 2.4(b); and
(v) any Liability the release of which would result in a release of any Person other than the Persons released in Section 6.1(a); provided that the Parties agree not to bring any Action or permit any other member of their respective Group to bring any Action against a Person released in Section 6.1(a) with respect to such Liability. In addition, nothing contained in Section 6.1(a) shall release any member of the Infrastructurco Group or Flowco Group from honoring its existing obligations to indemnify any director, officer or employee of the Infrastructurco Group or Flowco Group who was a director, officer or employee of SPX or any of its Affiliates at or prior to the Effective Time, to the extent such director, officer or employee is or becomes a named defendant in any Action with respect to which he or she was entitled to such indemnification pursuant to obligations ex...
Nothing contained in Section 6. 2(a) shall prohibit the Company from taking and disclosing a position contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act; provided, however, that the Company and the Company Board may not effect a Company Adverse Recommendation Change, except to the extent permitted by Section 6.2(b). It is understood and agreed that a “stop, look and listen” disclosure in compliance with Rule 14d-9(f) of the Exchange Act shall not constitute a Company Adverse Recommendation Change.
Nothing contained in Section 6. 10 shall prohibit E▇▇ or the Board of Directors of E▇▇ from complying with E▇▇'▇ obligations under Rules 14d-9 (as if such rule were applicable to E▇▇) and 14e-2(a) promulgated under the Exchange Act; provided, however, that any such disclosure relating to an Acquisition Proposal shall be deemed a change in the E▇▇ Recommendation unless the Board of Directors of E▇▇ reaffirms the E▇▇ Recommendation in such disclosure.
Nothing contained in Section 6. 3.1 or in any other provision of this Agreement shall be construed as requiring Buyer to agree to any terms or conditions as a condition to, or in connection with, obtaining any Governmental Approvals that would (i) impose any limitations on Buyer’s ownership or operation of all or any portion of the Business or the Purchased Assets, or compel Buyer or any of its Affiliates to dispose of or hold separate all or any portion of its or their businesses or assets, (ii) impose any limitations on the ability of Buyer to acquire or hold or to exercise full rights of ownership of the Purchased Assets, (iii) impose any obligations on Buyer or its Affiliates in respect of or relating to Buyer’s or any of its Affiliates’ facilities, operations, places of business, employment levels, products or businesses, (iv) require Buyer or any of its Affiliates to make any payments or (v) impose any other obligation, restriction, limitation, qualification or other condition on Buyer or any of its Affiliates (other than, with respect to clauses (iii), (iv) and (v), such terms or conditions as are reasonable and relate to the ordinary course of business of the Business and that are imposed by a Governmental Entity with power and authority to grant the Governmental Approvals, and which individually or in the aggregate (A) could have been imposed on the Seller and its Subsidiaries as of the date hereof by such Governmental Entity in the ordinary course of regulating the Business and (B) do not competitively disadvantage Buyer or any of its Affiliates) (any such term or condition in (i) through (v) being referred to herein as a “Burdensome Term or Condition”).
Nothing contained in Section 6. 12(a) shall limit the right of a party hereto to take any Action against any other party hereto in any court of competent jurisdiction for the purposes of seeking any equitable remedy or relief, including injunctions, rescission or specific performance, nor shall the taking of any such Action by a party hereto in one or more jurisdictions preclude the taking of any such Action in any other jurisdiction (whether concurrently or not) if and to the extent permitted by Law.
Nothing contained in Section 6. 17 shall prohibit the Sellers from entering into arm's length agreements with third parties who distribute products other than the Sellers', whose products would otherwise be competitive with the products of the Business, with respect to the manufacture, advertisement, promotion, distribution or sale of Sellers' products that are not included in the Business or purchasing, in the aggregate, up to an aggregate of 5% of any class of the outstanding voting securities of any Person whose securities are listed on a national securities 99 exchange or traded in the NASDAQ national market system (a "Public Company") (including, for purposes of calculating the percentage of such securities which may be purchased by the Sellers, the securities of such Public Company then owned by all Affiliates of the Sellers to the extent such Persons are acting in concert or otherwise constitute a "group" for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), if the Sellers do not have an active role in the management of such Public Company (it being understood that the exercise of voting rights with respect to any such voting securities, in and of itself, shall not constitute such a role).
Nothing contained in Section 6. 7(a) shall prohibit Parent from (i) taking and disclosing a position contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act, (ii) making any disclosure to the stockholders of Parent that is required by applicable Law; provided, however, that if such disclosure has the effect of withdrawing or adversely modifying the Parent Recommendation, such disclosure shall be deemed to be an Adverse Recommendation Change and ▇▇▇▇▇▇▇▇ HoldCo shall have the right to terminate this Agreement as set forth in Section 8.1(f), or (iii) making any “stop, look and listen” communication pursuant to Section 14d-9(f) under the Exchange Act.
Nothing contained in Section 6. 1(a) is intended to give Buyer the right to control or direct the operations of the Acquired Companies prior to the Closing. Prior to the Closing, Seller and each Acquired Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over such Acquired Company’s operations, as applicable.