NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT Sample Clauses

NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT. (1) IN NO EVENT SHALL EITHER PARTY’S TOTAL AGGREGATE LIABILITY (OR THAT OF ANY OF NVOQ’S LICENSORS OR SUPPLIERS) TO THE OTHER PARTY ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR ACCESS TO AND USE OF THE NVOQ SAYIT SOLUTION EXCEED THE AMOUNT OF FEES PAID/PAYABLE BY YOU TO NVOQ FOR THE NVOQ SAYIT SOLUTION IN THE TWELVE MONTHS PRECEDING THE EVENTS THAT PROVIDE THE BASIS FO RTHE CLAIM WHICH GIVES RISE TO SUCH LIABILITY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE (IT BEING UNDERSTOOD THAT NVOQ’S LIABILITY, AND THE LIABILITY OF ITS LICENSORS AND SUPPLIERS TO YOU MAY BE FURTHER LIMITED BY OTHER PROVISIONS OF THIS AGREEMENT, INCLUDING THE THIRD PARTY PRODUCT TERMS AND CONDITIONS); (2) IN NO EVENT SHALL NVOQ HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO ANY THIRD PARTY PRODUCT; AND (3) NEITHER PARTY, NOR ANY OF NVOQ’S LICENSORS OR SUPPLIERS (INCLUDING THOSE OF THIRD PARTY PRODUCTS) SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST CODE, DATA, INFORMATION OR MATERIALS, LOST PROFITS OR REVENUE, BUSINESS INTERRUPTION, COMPUTER OR SYSTEM DOWNTIME OR UNAVAILABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWTHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE LIMITATIONS OF LIABILITY SET FORTH ABOVE IN THIS SECTION SHALL NOT APPLY TO: (I) A PARTY’S BREACH OF ANY OBLIGATION UNDER THIS AGREEMENT WITH REGARD TO THE CONFIDENTIALITY AND USE OF THE OTHER PARTY’S CONFIDENTIAL INFORMATION; (II) YOUR BREACH OF SECTION 3.3; (III) A PARTY’S VIOLATION OF APPLICABLE LAWS OR REGULATIONS; (IV) CLAIMS BASED UPON GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD; (V) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT; OR (VI) CLAIMS FOR PERSONAL INJURY, SICKNESS OR DEATH.

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.
Expiration of this Agreement In the event the Term of this Agreement expires without having otherwise been previously terminated pursuant to paragraph 5 above or by the Company without Cause, Executive will not be entitled to any severance compensation whatsoever under this paragraph 6.
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).
Application of this Agreement I hereby agree that my obligations set forth in Sections 1 and 2 hereof and the definitions of Proprietary Information and Invention Ideas contained therein shall be equally applicable to Proprietary Information and Invention Ideas relating to any work performed by me for the Company prior to the execution of this Agreement.
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 the NYSE or trading in securities generally on either the NYSE or Nasdaq 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 IPO Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any Material Adverse Change; 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 or on behalf of such Selling Stockholder.
Operation of this Agreement This agreement commences on and from the date it is executed by all parties.
Authority Relative to this Agreement; Non-Contravention Target has the requisite corporate power and authority to enter into this Agreement and the Articles of Merger and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Articles of Merger by Target and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of Target and, except for approval of this Agreement and the Merger by the requisite vote of Target's shareholders, no other corporate proceedings on the part of Target are necessary to authorize this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Target and, assuming it is a valid and binding obligation of Purchaser, constitutes a valid and binding obligation of Target enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. Except as set forth in Schedule 3.2, Target is not subject to, or obligated under, any provision of (a) its Charter or Bylaws, (b) any agreement, arrangement or understanding, (c) any license, franchise or permit or (d) subject to obtaining the approvals referred to in the next sentence, any law, regulation, order, judgment or decree, which would be breached or violated, or in respect of which a right of termination or acceleration or any encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement, the Plan of Merger or the consummation of the transactions contemplated hereby or thereby, other than any such breaches, violations, rights of termination or acceleration or encumbrances which will not, in the aggregate, have a Material Adverse Effect on Target. Except for (a) the filings, notices, consents and approvals described in Section 2.2 hereof and (b) such filings, authorizations or approvals as may be set forth in Schedule 3.2, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Target for the consummation by Target of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same will not, in the aggregate, be materially adverse to Target on a consolidated basis or adversely affect the consummation of the transactions contemplated hereby.
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. RECIPIENT By: Signature: Print Name: Date:
Authority Relative to this Agreement Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement and each instrument required hereby to be executed and delivered by it at Closing and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and each instrument required hereby to be executed and delivered at Closing by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery hereof by the Company, constitutes the legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law).