NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT Sample Clauses

NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT. BUT SUBJECT TO THE EXPRESS EXCLUSION OF THIS SECTION 11(c) PROVIDED FOR IN THE LAST SENTENCE OF SECTION 5(d), IN NO EVENT SHALL EITHER PARTY, ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, TRUSTEES, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS OR SUBCONTRACTORS BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR LOST PROFITS, FOR EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR FOR ANY OTHER DAMAGES WHICH ARE NOT DIRECT DAMAGES REGARDLESS OF WHETHER SUCH DAMAGES WERE OR SHOULD HAVE BEEN FORESEEABLE AND REGARDLESS OF WHETHER ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ALL AND EACH OF WHICH DAMAGES IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES. FOR PURPOSES OF CLARIFICATION: NO OTHER PROVISION OF THIS AGREEMENT SHALL BE INTERPRETED TO CONDITION, LIMIT, MODIFY, NULLIFY OR OTHERWISE PREVAIL IN WHOLE OR IN PART OVER THIS SECTION 11(c).
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT. HOWEVER SUBJECT TO SELLER'S LIABILITY FOR AWARDED PUNITIVE AND EXEMPLARY DAMAGES FOR TORTIOUS CONDUCT UNDER SECTION 1.16A(3) ABOVE, NEITHER CUSTOMER NOR SELLER, ITS AFFILIATES AND THEIR EMPLOYEES, AND AGENTS, AND ITS SUPPLIERS SHALL BE LIABLE FOR ANY INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, REVENUES OR SAVINGS ARISING OUT OF THIS AGREEMENT, OR THE USE OR PERFORMANCE OF ANY PRODUCT, LICENSED MATERIALS, OR SERVICES, WHETHER IN AN ACTION FOR OR ARISING OUT OF BREACH OF CONTRACT, TORT, INCLUDING NEGLIGENCE, OR STRICT LIABILITY. THIS CLAUSE, 1.16(B), SHALL SURVIVE FAILURE OF AN EXCLUSIVE OR LIMITED REMEDY.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT. THE MAXIMUM AGGREGATE LIABILITY OF EACH EQUITYHOLDER TO THE BUYER INDEMNITEES PURSUANT TO SECTION 10.1 OR OTHERWISE UNDER THIS AGREEMENT, ANY DOCUMENT CONTEMPLATED HEREBY OR APPLICABLE LAW (INCLUDING BUT NOT LIMITED TO ALL CLAIMS WHICH ARE SUBJECT TO THE ADDITIONAL LIMITATION SET FORTH IN SECTION 10.2(c)) SHALL BE LIMITED TO (i) IN THE CASE OF EACH SELLING MEMBER OR OPTIONHOLDER, SUCH SELLING MEMBER'S OR OPTIONHOLDER'S RESPECTIVE PRO RATA PORTION OF AN AMOUNT EQUAL TO FIFTEEN PERCENT OF THE SUM OF THE PURCHASE PRICE AND THE AGGREGATE NET OPTION CONSIDERATION, EACH AS ADJUSTED PURSUANT TO SECTION 2.5, AND (ii) IN THE CASE OF EACH NEWCO SHAREHOLDER, THE AMOUNT THEN OUTSTANDING ON SUCH NEWCO SHAREHOLDER'S NEWCO NOTE; PROVIDED, HOWEVER, THAT ANY CLAIM SUBJECT TO THE LIMITATION SET FORTH IN SECTION 10.2(c) SHALL ALSO BE SUBJECT TO THE OVERALL LIMITATION SET FORTH IN THIS SECTION 10.2(a); AND PROVIDED FURTHER THAT UNCAPPED CLAIMS SHALL NOT BE SUBJECT TO THE LIMITATIONS SET FORTH IN THIS SECTION 10.2(a). FOR PURPOSES HEREOF, "UNCAPPED CLAIMS" SHALL MEAN (a) WITH RESPECT TO ALL SELLING MEMBERS AND OPTIONHOLDERS, CLAIMS IN RESPECT OF SECTION 4.19 OR 3.1, THE BREACH OF ANY COVENANTS REQUIRED TO BE PERFORMED AFTER THE CLOSING DATE (BUT SUCH BREACH OF COVENANTS DOES NOT INCLUDE ANY OBLIGATIONS UNDER ARTICLE X) OR ANY ADJUSTMENT TO THE 61 63 PURCHASE PRICE PURSUANT TO SECTION 2.5 OR ANY CLAIM FOR INDEMNIFICATION ARISING UNDER SECTION 10.1(b)(v); AND (b) WITH RESPECT TO THE NEWCO SHAREHOLDERS, CLAIMS IN RESPECT OF SECTIONS 3.2(a) - (e), 3.2(f)(x) AND 3.2(g), AND ANY ADJUSTMENT TO THE PURCHASE PRICE UNDER SECTION 2.5 OR 2.6.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT. THE MAXIMUM AGGREGATE LIABILITY OF EACH EQUITYHOLDER TO THE BUYER INDEMNITEES PURSUANT TO SECTION 10.1 OR OTHERWISE UNDER THIS AGREEMENT, ANY DOCUMENT CONTEMPLATED HEREBY OR APPLICABLE LAW FOR CLAIMS ARISING UNDER SECTION 10.1(b)(iv) OR SECTION 10.1(b)(i) (WITH RESPECT TO THE BREACH OF ANY REPRESENTATION OR WARRANTY IN SECTION 4.11 OR 4.23) OR OTHERWISE ARISING UNDER ANY ENVIRONMENTAL LAW OR ANY ENVIRONMENTAL CONDITION ON OR UNDER OR MIGRATING FROM THE REAL PROPERTY SHALL BE LIMITED TO SUCH EQUITYHOLDER'S RESPECTIVE PRO RATA PORTION OF $3,000,000; PROVIDED, HOWEVER, THAT ANY CLAIM SUBJECT TO THE LIMITATION SET FORTH IN THIS SECTION 10.2(c) SHALL ALSO BE SUBJECT TO THE OVERALL LIMITATION SET FORTH IN SECTION 10.2(a) ABOVE.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT. THE REMEDIES OF LICENSEE SHALL BE LIMITED AS PROVIDED IN SECTION 11.2.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT. THIS SECTION 4.18 CONTAINS THE EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS WITH RESPECT TO ENVIRONMENTAL, HEALTH, AND SAFETY MATTERS, INCLUDING WITHOUT LIMITATION ALL MATTERS ARISING UNDER ENVIRONMENTAL LAWS.

Related to NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT

DURATION OF THIS AGREEMENT This Agreement shall be renewed at the start of business on the date hereof and shall continue in effect, unless terminated as hereinafter provided, for a period of one year and from year-to-year thereafter only if such continuance is specifically approved at least annually by the Board of Directors, including the vote of a majority of the directors who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of voting on such approval, or by the vote of the holders of a majority (as so defined) of the outstanding voting securities of each class of the Fund and by the vote of a majority of the directors who are not parties to this Agreement or "interested persons" (as so defined) of any such party, cast in person at a meeting called for the purpose of voting on such approval.
Modification of this Agreement This Agreement may not be modified, nor may compliance with any of its terms be waived, except as noted in Section 11.1, “Notices to Parties,” regarding change in personnel or place, and except by written instrument executed and approved in the same manner as this Agreement. [If the contract amount is $50,000 or more then add the following sentence:] Contractor shall cooperate with Department to submit to the Director of CMD any amendment, modification, supplement or change order that would result in a cumulative increase of the original amount of this Agreement by more than 20% (CMD Contract Modification Form).
CONCLUSION OF THIS AGREEMENT VERTRAGSSCHLUSS)
Application of this Agreement This Agreement applies to the Land and to the Development.
Termination of this Agreement Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by Nasdaq, or trading in securities generally on either Nasdaq or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by either U.S. federal or New York state authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative is material and adverse and makes it impracticable to proceed with the offering or delivery of the Offered Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have been any Material Adverse Effect; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 or Section 6 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 8 and Section 9 shall at all times be effective and shall survive such termination.
Authorization of this Agreement This Agreement has been duly authorized, executed and delivered by the Company.
Execution of this Agreement If the Recipient does not sign and return this Agreement, the Company is not obligated to provide the Recipient with any benefit hereunder and may refuse to issue shares of CDI Stock to the Recipient in connection with this Grant. If the Recipient receives any shares of CDI Stock in connection with this Grant but has not signed and returned this Agreement, he or she will be deemed to have accepted and agreed to the terms set forth herein. CDI CORP.
Authority Relative to this Agreement Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Option Agreement by Company and the consummation by Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (other than, with respect to the Merger, the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL). This Agreement and the Option Agreement have been duly executed and delivered by Company and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute legal, valid and binding obligations of Company, enforceable against Company in accordance with their terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization or other similar law affecting the enforceability of creditors' rights generally and to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).
Construction of this Agreement Except where the context otherwise requires, wherever used, the use of any gender shall be applicable to all genders, and the word “or” are used in the inclusive sense. When used in this Agreement, “including” means “including without limitation”. References to either Party include the successors and permitted assigns of that Party. The headings of this Agreement are for convenience of reference only and in no way define, describe, extend or limit the scope or intent of this Agreement or the intent of any provision contained in this Agreement. The Parties have each consulted counsel of their choice regarding this Agreement, and, accordingly, no provisions of this Agreement shall be construed against either Party on the basis that the Party drafted this Agreement or any provision thereof. If the terms of this Agreement conflict with the terms of any Exhibit, then the terms of this Agreement shall govern. The official text of this Agreement and any Exhibits hereto, any notice given or accounts or statements required by this Agreement, and any dispute proceeding related to or arising hereunder, shall be in English. In the event of any dispute concerning the construction or meaning of this Agreement, reference shall be made only to this Agreement as written in English and not to any other translation into any other language.
No Consideration Absent Execution of this Agreement Employee understands and agrees that Employee would not receive the monies and/or benefits specified in paragraph “2” above, except for Employee’s execution of this Agreement and General Release and the fulfillment of the promises contained herein.