Nothing contained in Section 8 Sample Clauses
The 'Nothing contained in Section 8' clause serves to clarify that the provisions outlined in Section 8 do not override or affect other rights or obligations elsewhere in the agreement. In practice, this clause is often used to ensure that specific terms in Section 8 are not interpreted as limiting, expanding, or otherwise altering the meaning or effect of other sections. Its core function is to prevent unintended legal consequences or conflicts by explicitly stating that Section 8 should not be read in isolation to the detriment of the rest of the contract.
Nothing contained in Section 8. 1(i) shall limit the prohibitions contained in Article 13, nor shall any Below the Fund Transfer involve a Person (i) with whom Lender is adverse in any pending litigation or arbitration, (ii) with whom ▇▇▇▇▇▇ is prohibited by Legal Requirements from conducting business, or (iii) is a Sanctioned Party or a Prohibited Person.
Nothing contained in Section 8. 1(a) shall impair or otherwise affect any right of either Party, and as applicable, a member of the Party’s Group to enforce this Agreement, the Merger Agreement, any Ancillary Agreement in each case in accordance with its terms. In addition, nothing contained in Section 8.1(a) shall release any Person from:
(i) (A) with respect to Trident or any member of its Group, any Trident Retained Liability and (B) with respect to Fountain or any member of its Group, any Fountain Liability;
(ii) any Liability for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of one Group from or on behalf of a member of the other Group prior to the Effective Time;
(iii) any Liability for unpaid amounts for products or services or refunds owing on products or services due on a value-received basis for work done by a member of one Group at the request or on behalf of a member of the other Group;
(iv) any Liability provided in or resulting from any other Contract or understanding that is entered into after the Effective Time between any 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;
(v) any Liability with respect to an Assumed Trident Contingent Liability pursuant to Article VII;
(vi) any Liability with respect to any Continuing Arrangements set forth on Schedule 1.1(48);
(vii) any Liability with respect to the insurance policies written by White Mountain Insurance Company;
(viii) any Liability that the Parties may have with respect to indemnification or contribution pursuant to this Agreement, the Merger Agreement or otherwise for claims brought against the Parties by third Persons, which Liability shall be governed by the provisions of this Article VIII and, if applicable, the appropriate provisions of the Ancillary Agreements or Continuing Arrangements; and
(ix) any Liability for fraud or willful misconduct. In addition, nothing contained in Section 8.1(a) shall release Trident from (i) indemnifying any director, officer or employee of Fountain who was a director, officer or employee of Trident or any of its Affiliates on or prior to the Effective Time or the Fountain Distribution Date, as the case may be, 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 then exi...
Nothing contained in Section 8. 1(a) shall impair any right of any Person identified in Section 8.1(a), pursuant to this Agreement, any Transaction Agreement, any Employee Contract or any Intercompany Agreement prior to the date hereof that is not a Terminated Company Agreement. Nothing contained in Section 8.1(a) shall release or discharge any Person from:
(i) any Liability or obligation under this Agreement, any Transaction Agreement, any Employee Contract or any other Intercompany Agreement prior to the date hereof that is not a Terminated Company Agreement;
(ii) any Liability the release of which would result in the release of any Person other than a NiSource Party or a Columbia Party or their respective Representatives (in each case, in their respective capacities as such); or
(iii) any accounts payable due to any NiSource Party or any Columbia Party in the ordinary course of business. In addition, nothing contained in Section 8.1(a) shall release any Party from honoring its existing obligations to indemnify any Person who was a Representative of such Party, at or prior to the Effective Time, to the extent such Person becomes a named defendant in any Action involving such Party, and was entitled to such indemnification pursuant to then existing obligations (including under any applicable charter, bylaw or similar provision); provided, however, that to the extent applicable, Section 8.2 and Section 8.3 shall determine whether any Party shall be required to indemnify the other in respect of such Liability.