Notwithstanding Section 9 Sample Clauses

Notwithstanding Section 9. 1(a), from and after the Effective Time, with respect to any Liability accrued and/or incurred by Envista or its predecessors prior to the Effective Time, ▇▇▇▇▇▇▇ may, at its sole discretion, provide Envista with access to, and, if and to the extent determined by ▇▇▇▇▇▇▇ in its discretion, Envista and ▇▇▇▇▇▇▇ may jointly make claims under, the Company Policies if and solely to the extent that the terms of such policies provide for such coverage to Envista or its predecessors with respect to any Envista Liabilities accrued and/or incurred prior to the Effective Time, and subject to the terms and conditions of such insurance policies, including any limits on coverage or scope, any deductibles and other fees and expenses, and subject to the following additional conditions: (i) Envista shall inform ▇▇▇▇▇▇▇ of any potential claim under any of the Company Policies with regard to any Envista Liability and ▇▇▇▇▇▇▇ shall determine whether and at what time to report any such claims under such Company Policies directly to the applicable insurance company, and to submit a claim for coverage thereunder, and ▇▇▇▇▇▇▇ shall provide a copy of all such claim reports and submissions to Envista; provided, that with respect to any such claims, Envista shall provide ▇▇▇▇▇▇▇ with the information regarding the claims and provide recommendations with regard to the reporting and submission of such claims, and ▇▇▇▇▇▇▇ shall consult with Envista with regard to the timing thereof; (ii) If and to the extent that Envista is the sole entity recovering insurance proceeds under one or more of the Company Policies in respect of a particular claim for coverage, Envista shall exclusively bear and be responsible for (and ▇▇▇▇▇▇▇ shall have no obligation to repay or reimburse Envista for) and pay the applicable insurers as required under the applicable Company Policies for any and all costs as a result of having access to, or making claims under, such Policies, including any amounts of deductibles and self-insured retention associated with such claims, claim handling and administrative costs, collateral requirements and costs, Taxes, surcharges, additional premiums, state assessments, reinsurance costs, and other related costs, relating to all open, closed or re-opened claims covered by the applicable Policies, whether such claims are made by Envista, its employees or third parties, and Envista shall indemnify, hold harmless and reimburse ▇▇▇▇▇▇▇ for any such amounts incurred by ▇▇▇▇▇▇▇ to the ...

Notwithstanding Section 9. 1.1, but subject to the provisions of Sections 9.1.4, 9.1.5 and 9.3, a Member who is an individual shall be entitled to Transfer all or any portion of its Units to a trust for the benefit of such Member or a Member of the immediate family of such Member (herein referred to as a "Permitted Transferee") so long as the Person controlling such trust is satisfactory to the Board of Managers, provided that the Permitted Transferee in question shall not be admitted as a Member of the Company, but shall remain an Assignee with respect to the interest transferred unless admitted as a Member pursuant to Article 10.

Notwithstanding Section 9. 1(a), this Titling Trust Agreement may be amended at any time by the parties hereto without satisfaction of the conditions set forth in Section 9.1(a): (i) to correct or amplify the description of any Specified Asset, or better to assure, convey and confirm unto the Titling Trust any Specified Asset; (ii) to convey, transfer, assign, mortgage or pledge any additional Specified Assets to the Titling Trustee; (iii) to cure any ambiguity, to correct or supplement any provision in this Titling Trust Agreement or in any supplemental agreement that may be inconsistent with any other provision in this Titling Trust Agreement or in any supplemental agreement or to make any other provisions with respect to matters or questions arising under this Titling Trust Agreement or under any supplemental agreement which will not be inconsistent with the provisions of this Titling Trust Agreement; (iv) to evidence the acceptance of the appointment under this Titling Trust Agreement of a successor trustee and to add to or change any of the provisions of this Titling Trust Agreement as will be necessary to facilitate the administration of the trusts under this Titling Trust Agreement; or (v) to the extent reasonably necessary to assure that none of the Titling Trust or any transferee of any Certificate will be classified as an association (or publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes.

Notwithstanding Section 9. 2.11.1, the CM may request payment of a portion of the Contract Sum on account of the CM’s procurement of long-lead-time items before the Date of Commencement.

Notwithstanding Section 9. 01, a Qualified Marketmaker that acquires any Company Claims/Interests with the purpose and intent of acting as a Qualified Marketmaker for such Company Claims/Interests shall not be required to execute and deliver a Transfer Agreement in respect of such Company Claims/Interests if (a) such Qualified Marketmaker subsequently Transfers such Company Claims/Interests (by purchase, sale assignment, participation, or otherwise) within ten (10) Business Days of its acquisition to a transferee that is an Entity that is not an Affiliate, affiliated fund, or affiliated Entity with a common investment advisor; (b) the transferee otherwise is a Permitted Transferee under Section 9.01; and (c) the Transfer otherwise is a permitted Transfer under Section 9.01. To the extent that a Consenting Stakeholder is acting in its capacity as a Qualified Marketmaker, it may Transfer (by purchase, sale, assignment, participation, or otherwise) any right, title or interests in Company Claims/Interests that the Qualified Marketmaker acquires from a holder of the Company Claims/Interests who is not a Consenting Stakeholder without the requirement that the transferee be a Permitted Transferee. Notwithstanding anything herein to the contrary, this Section 9.05 shall not apply with respect to any Interests owned or held by any Consenting Stockholder Party. For the avoidance of doubt, if a Qualified Marketmaker acquires any Company Claims/Interests from a Consenting Stakeholder and is unable to Transfer such Company Claims/Interests within the ten (10) Business Day-period referred to above, the Qualified Marketmaker shall execute and deliver a Joinder in respect of such Company Claims/Interests. Notwithstanding the immediately preceding sentence, a Qualified Marketmaker may Transfer any right, title, or interest in any Company Claims/Interests that it acquires from a Consenting Stakeholder to another Qualified Marketmaker (the “Transferee Qualified Marketmaker”) without the requirement that the Transferee Qualified Marketmaker execute and deliver to each of counsel to the Company Parties and counsel to the Ad Hoc Group, a Joinder in respect of such Company Claims/Interests or be a Permitted Transferee, if such Transferee Qualified Marketmaker Transfers the right, title or interest in such Company Claims/Interests within ten (10) Business Days of its acquisition from the Qualified Marketmaker to a transferee that (A) is a Consenting Stakeholder or Permitted Transferee at the time of such ...

Notwithstanding Section 9. 3.1.1, Carrier shall be solely responsible for all nonrecurring and recurring charges for Facilities used to transport traffic to paging telephone numbers that have a Rating Point within the Telco local calling area where the paging calls originate on Telco’s network, when such traffic is transported to Carrier’s Paging Terminal residing in a different local calling area. Traffic carried on these Facilities is exempt from termination compensation.

Notwithstanding Section 9. 1.1 hereof, neither this Agreement nor the Articles will be amended without the consent of each Member or Manager adversely affected if such amendment would (i) modify the limited liability of a Member, (ii) alter the interest of a Member in Profits, Losses, or items thereof, or any Company distributions, (iii) alter or amend the rights of holders of Units as set forth in Section 6, (iv) cause the removal of the Managers or the dilution of their authority for any reason other than as set forth in Section 11.2; (v) reduce the Managers' expense reimbursement; or (vi) impose increased obligations upon such Member or Manager.

Notwithstanding Section 9. 3(a), neither the Borrower nor any other Loan Party shall have any right to consent to or approve any amendment, modification or waiver of any provision of this Agreement except to the extent its rights are directly affected (which includes, but is not limited to any amendment to the Borrower’s ability to cause additional obligations to constitute Secured Obligations as the Borrower may designate or any amendment, modification or waiver of Section 5.1, 5.4, 6.1, 9.1, 9.2, 9.3, 9.4, 9.8 or 9.9) or such amendment, modification or waiver, if adopted, would cause any Loan Party to be in default under any of the Transaction Documents.

Notwithstanding Section 9. 5.1 of this Agreement, in the event that the Board of Managers determines that an immediate sale of all or any portion of the Company assets would cause undue loss to the Members, the Board of Managers, in order to avoid such loss to the extent not then prohibited by the Act, may either defer liquidation of and withhold from distribution for a reasonable time any Company assets except those necessary to satisfy the Company’s debts and obligations, or, subject to the priorities set forth in Section 9.5.1 of this Agreement, distribute the Company assets to the Members in kind.