Notwithstanding anything to the contrary in this Agreement, the covenants and other provisions set forth in Sections 6 and 7 of the Employment Agreement that expressly survive termination of Executive’s employment (the “Post Termination Covenants”) shall survive the Termination Date and be effective for the periods described therein and are hereby incorporated by reference into this Agreement.
Notwithstanding anything to the contrary in. Section 12.12(a) above, if Contributor has the right to terminate this Agreement pursuant to Section 12.1(c), , then Contributor shall have the right, at its sole discretion and as its sole and exclusive remedy, to terminate this Agreement and receive the sum of $18,500,000, as liquidated damages (and not a penalty), which amount shall be paid no later than two (2) Business Days after any such notice of termination of this Agreement. It is expressly stipulated by the Parties that the actual amount of damages resulting from such a termination would be difficult if not impossible to determine accurately because of the unique nature of this Agreement, the unique nature of the Assets, the uncertainties of applicable commodity markets, and differences of opinion with respect to such matters, and that such liquidated damages are a reasonable estimate by the Parties of damages incurred by Contributor under the circumstances.
Notwithstanding anything to the contrary in. Section 3.3(a) above, if the Agent has made the determination (which determination shall be conclusive absent manifest error, it being agreed, however, that the Agent shall not unreasonably refuse to make such determination if the Borrower so requests in writing) that (i) the circumstances described in Section 3.3(a)(y)(i) above have arisen and that such circumstances are unlikely to be temporary, (ii) any applicable interest rate specified herein is no longer a widely recognized benchmark rate for newly originated loans in the U.S. syndicated loan market in dollars or (iii) the applicable supervisor or administrator (if any) of any applicable interest rate specified herein or any Governmental Authority having, or purporting to have, jurisdiction over the Agent has made a public statement identifying a specific date after which any applicable interest rate specified herein shall no longer be used for determining interest rates for loans in the U.S. syndicated loan market in dollars, then the Agent and the Borrower may amend this Agreement to establish an alternate benchmark reference rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein) that gives due consideration to the then prevailing market convention for determining a benchmark reference rate for syndicated loans in the United States at such time (the “Replacement Rate”), in which case, the Replacement Rate shall, subject to the next sentences, replace such applicable interest rate for all purposes under the Loan Documents unless and until (A) an event described in Section 3.3(a)(y)(i), (b)(i), (b)(ii) or (b)(iii) occurs with respect to the Replacement Rate or (B) the Agent (at the direction of the Required Lenders) notifies the Borrower that the Replacement Rate does not adequately and fairly reflect the cost to the Lenders of funding the Loans bearing interest at the Replacement Rate. Notwithstanding anything to the contrary in this Agreement or the other Loan Documents (including, without limitation, Section 8.2), such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Agent shall not have received, within five (5) Business Days of the delivery of such amendment to the Lenders, written notices from such Lenders that in the aggregate constitute Required Lenders, with each such notice stating that such Lender objects to such amendment (which such notice shall note with specificity t...
Notwithstanding anything to the contrary in. Section 8.5(c) or Section 8.5(d), to the extent any Purchaser Indemnified Party is entitled to indemnification pursuant to this Article 8, Seller shall have the option, upon written notice to Purchaser, to either: (i) pay to the applicable Purchaser Indemnified Party(s) the amount of Losses in cash; or (ii) provide that such Losses shall be indemnified pursuant to the reduction in the Face Amount or return of Purchaser Common Stock, as applicable, in accordance with Sections 8.5(c) or Section 8.5(d), as applicable; and Seller shall provide Purchaser with such notice of its intention within ten (10) Business Days of the applicable Purchaser Indemnified Party's delivery of a claim for indemnification or Indemnification Claim, as applicable, and Seller's failure to provide such notice within such ten (10) Business Day period shall be deemed an election to proceed in accordance with Section 8.5(e)(ii).
Notwithstanding anything to the contrary in. Section 9.10, Progress Energy shall not be responsible for any obligations or requirements contained in any Applicable Lease Agreements arising out of an Asbestos Abatement at any Leased Real Property that would not have been required but for changes in applicable Asbestos Laws after the Closing Date.
Notwithstanding anything to the contrary in. Section 9.7 and 9.8, Progress Energy shall not be responsible for any obligations or requirements contained in any Applicable Lease Agreements arising out of an Environmental Response Action at any Leased Real Property that would not have been required but for changes in applicable Environmental Laws after the Closing Date.
Notwithstanding anything to the contrary in. Sections 6.1 and 6.2 above, no Member shall be indemnified from any liability for fraud, bad faith, willful misconduct, or gross negligence.
Notwithstanding anything to the contrary in. Sections 9.7 and 9.8, to the extent practicable, Progress Energy will develop and implement the relevant Environmental Response Actions in a manner that does not materially interfere with Holdings’, the Companies’ or the Subsidiaries’ operations at the relevant Current Real Property.