Notwithstanding anything to the contrary Sample Clauses

The phrase "Notwithstanding anything to the contrary" serves as a legal override, ensuring that the provision it introduces takes precedence over any conflicting terms elsewhere in the agreement. In practice, this clause is placed at the beginning of a section to clarify that, even if other parts of the contract suggest otherwise, the specific terms that follow will govern. For example, if a contract generally prohibits assignment but a later section begins with this phrase and allows assignment under certain conditions, the exception will apply. Its core function is to resolve conflicts within the contract by clearly establishing which provision should control in the event of inconsistency.
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Notwithstanding anything to the contrary in Section 3.5.1 above, Licensor shall authorize Licensee to Transmit in High Definition resolution in the applicable Territory each and any Current Film and/or Library Film that Licensor or any other SPE Entity makes available to any Other Distributor for distribution in High Definition resolution on a VOD basis in such Territory. For clarity, this Section 3.5.2 shall not in any way be deemed to limit Licensor’s right to delay the Availability Date of up to 10% of Current Films hereunder in order to provide for earlier exclusive distribution through an Other Distributor, as more particularly provided in Section 3.3 of the Principal Terms.
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Notwithstanding anything to the contrary. CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES OF THE OTHER PARTY OR ANY THIRD PARTY, WHETHER FORESEEABLE OR NOT AND REGARDLESS OF THE FORM, LEGAL, THEORY OR BASIS OF RECOVERY OF ANY SUCH CLAIM. IN NO EVENT SHALL ANY PROJECTIONS OR FORECASTS BY EITHER PARTY BE BINDING AS COMMITMENTS OR, IN ANY WAY, PROMISES BY SUCH PARTY, AND ANY FAILURE BY EITHER PARTY TO ACHIEVE ANY MINIMUM NUMBER OF SUBSCRIBERS SHALL NOT CONSTITUTE A BREACH OR OTHER CAUSE OF ACTION OR ENTITLE THE OTHER PARTY TO REMEDIES EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT. CONFIDENTIALITY ---------------
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Notwithstanding anything to the contrary the Licensee shall, subject to the provisions hereof, be entitled to seek an excuse from performance of its concerned obligations hereunder due to Force Majeure only if the Concession Agreement permits GGIAL to seek an excuse from performance of its corresponding obligations in accordance with the force majeure as defined under the Concession Agreement and the excuse from performance shall be of no greater scope and of no longer duration than the excuse available to GGIAL;
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Notwithstanding anything to the contrary the District may terminate this SLA by giving written notice to the Contractor: (i) if the District determines in its reasonable discretion at any time prior to the Operative Date that the conditions precedent set forth in Section 2 herein will not be satisfied or will not be timely satisfied, in which event neither Party shall have any obligation to the other Party pursuant to the LLB Agreements except as provided in the PSA; or
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Notwithstanding anything to the contrary. Contained Herein, Neither Of The Parties Will Be Liable To The Other Party For Any Consequential, Indirect, Incidental, Special Or Punitive Damages From Any Cause Whatsoever, Whether Based In Contract, Tort (Including Negligence), Strict Liability Or Any Other Legal Theory Unless (a) Such Damages Result From The Gross Negligence Or Intentional Misconduct Of Such Party Or Any Of Its Affiliates, Contractors Or Employees Or (b) Such Damages Are Payable By An Indemnified Person Pursuant To A Third Party Action For Which Indemnification Is Available Hereunder.
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Notwithstanding anything to the contrary. (i) the Contractor must have the Professional Liability Policy in full force and effect prior to commencing the Preconstruction Services; (ii) each renewal or replacement of the Professional Liability Policy that occurs during the PSA Term must have a retroactive date that is prior to the date the Contractor commenced the Preconstruction Services; and (iii) the Contractor must maintain the Professional Liability Policy in full force and effect, AND APPLICABLE TO CLAIMS ARISING FROM THIS PSA, without any gaps in coverage, for a period of at least two years following final completion and acceptance of the Preconstruction Services. If the claims reporting period applicable to the Preconstruction Services, as specified in or determined pursuant to the Professional Liability Policy, will terminate prior to the end of such two-year period, the Contractor must at its cost obtain and provide to the District an endorsement to extend the claims reporting period to include whatever remains of such two-year period. Otherwise, as and when necessary, the Contractor must at its cost obtain a supplemental extended reporting period (tail) applicable to the Professional Liability Policy to provide coverage until the end of such two-year period. Such tail coverage shall be required, for example:
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Notwithstanding anything to the contrary except for bodily injury of a person, Company and its suppliers (including but not limited to all equipment and technology suppliers), officers, affiliates, representatives, contractors and employees shall not be responsible or liable with respect to any subject matter of this Agreement or terms and conditions related thereto under any contract, negligence, strict liability or other theory: (a) for error or interruption of use or for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services or technology or loss of business; (b) for any indirect, exemplary, incidental, special or consequential damages; (c) for any matter beyond Company’s reasonable control; or (d) for any amounts that, together with amounts associated with all other claims, exceed the fees paid by Client to Company for the services under this Agreement in the 12 months prior to the act that gave rise to the liability, in each case, whether or not Company has been advised of the possibility of such damages.
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Related to Notwithstanding anything to the contrary

  • Notwithstanding Articles 2 3.1 and 2.3.2, no termination shall become effective until the Parties have complied with all Applicable Laws and Regulations applicable to such termination, including the filing with FERC of a notice of termination of this GIA, if required, which notice has been accepted for filing by FERC.

  • Certain Rules Relating to the Payment of Additional Amounts (a) If any Affected Person requests compensation under Section 5.01, or if the Borrower is required to pay any additional amount to any Affected Person or to any Governmental Authority for the account of any Affected Person pursuant to Section 5.03, then such Affected Person shall (at the request of the Borrower) use commercially reasonable efforts to designate a different lending office for funding or booking the related Loans hereunder or to assign and delegate (or cause to be assigned and delegated) such Affected Person’s rights and obligations hereunder to another office, branch or Affiliate of such Affected Person if, in the judgment of such Affected Person, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.01 or 5.03, as the case may be, in the future and (ii) would not subject such Affected Person to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Affected Person. The Borrower hereby agrees to pay all reasonable out of pocket costs and expenses incurred by any Affected Person in connection with any such designation or assignment and delegation. (b) If (i) any Affected Person requests compensation under Section 5.01, (ii) the Borrower is required to pay any additional amount to any Affected Person or any Governmental Authority for the account of any Affected Person pursuant to Section 5.03, (iii) any Affected Person has become a Defaulting Lender or (iv) any Affected Person has failed to consent to a proposed amendment, waiver, discharge or termination that requires the consent of all Lenders and with respect to which the other Lenders shall have or would have granted their consent, then the Borrower may, at its sole expense and effort, upon notice to the Administrative Agent, require the Administrative Agent to cause the related Affected Person to assign and delegate, without recourse (in accordance with and subject to all applicable transfer restrictions), all its interests, rights and obligations under this Agreement and the other Transaction Documents to another appropriate Person (which, in the case of a Lender, shall be an Eligible Assignee) that shall acquire such interest or assume such commitment; provided that (a) the Borrower shall have received the prior written consent of the Administrative Agent and the other Lenders, which consent shall not unreasonably be withheld, (b) such Affected Person, if a Lender, shall have received payment of an amount equal to its outstanding Capital and, if applicable, accrued Interest and Fees thereon and all other amounts then owing to it hereunder from the assignee or the Borrower, (c) in the case of any such assignment and delegation resulting from a claim for compensation under Section 5.01 or payments required to be made pursuant to Section 5.03, such assignment is expected to result in a reduction in such compensation or payments for future periods and (d) in the case of any such assignment and delegation resulting from the failure of an Affected Person to provide a consent, the assignee shall have given such consent and, as a result of such assignment and delegation and any contemporaneous assignments and delegations and consents, the applicable amendment, waiver, discharge or termination can be effected. An Affected Person shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver or consent by such Affected Person or otherwise, the circumstances entitling the Borrower to require such assignment and delegation have ceased to apply.

  • Other Adjustments Pursuant to the Equity Definitions Notwithstanding anything to the contrary in this Confirmation, solely for the purpose of adjusting the Cap Price, the terms “Potential Adjustment Event,” “Merger Event,” and “Tender Offer” shall each have the meanings assigned to such term in the Equity Definitions (as amended by Section 10(i)(i)), and upon the occurrence of a Merger Date, the occurrence of a Tender Offer Date, or declaration by Counterparty of the terms of any Potential Adjustment Event, respectively, as such terms are defined in the Equity Definitions, the Calculation Agent shall determine in a commercially reasonable manner whether such occurrence or declaration, as applicable, has had a material economic effect on the Transactions and, if so, may, in its commercially reasonable discretion, adjust the Cap Price to preserve the fair value of the Options to Dealer; provided that in no event shall the Cap Price be less than the Strike Price; provided further that any adjustment to the Cap Price made pursuant to this Section 10(x) shall be made without duplication of any other adjustment hereunder (including, for the avoidance of doubt, adjustment made pursuant to the provisions opposite the captions “Method of Adjustment,” “Consequences of Merger Events / Tender Offers” and “Consequence of Announcement Events” in Section 3 above).

  • Without limiting any of the rights of Indemnitee under the Articles as they may be amended from time to time, this Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

  • OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANT CERTIFICATES