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 Fortive or its predecessors prior to the Effective Time, ▇▇▇▇▇▇▇ shall, at its sole discretion, provide Fortive with access to, and, if and to the extent determined by ▇▇▇▇▇▇▇ in its sole discretion, Fortive and ▇▇▇▇▇▇▇ may jointly make claims under, Company Policies if and solely to the extent that the terms of such policies provide for such coverage to Fortive or its predecessors with respect to any Fortive 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) Fortive shall inform ▇▇▇▇▇▇▇ of any potential claim under any of the Company Policies with regard to any Fortive 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 Fortive; provided, that with respect to any such claims, Fortive 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 Fortive with regard to the timing thereof; (ii) If and to the extent that Fortive is the sole entity recovering insurance proceeds under one or more of the Company Policies in respect of a particular claim for coverage, Fortive shall exclusively bear and be responsible for (and ▇▇▇▇▇▇▇ shall have no obligation to repay or reimburse Fortive 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, Taxes, surcharges, state assessments, reinsurance costs, and other related costs, relating to all open, closed, re-opened claims covered by the applicable Policies, whether such claims are made by Fortive, its employees or third parties, and Fortive shall indemnify, hold harmless and reimburse ▇▇▇▇▇▇▇ for any such amounts incurred by ▇▇▇▇▇▇▇ to the extent resulting from any access to, any claims made by...

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. 10(a) or anything to the contrary in this Agreement, it is acknowledged and agreed that the Company will only be entitled to an injunction, specific performance or other equitable remedy to cause the Parent Parties to consummate the Closing in the event that (and only for so long as) (A) all of the conditions set forth in Section 7.1 and Section 7.3 have been satisfied (other than those conditions that by their terms are to be satisfied at the Closing, each of which is capable of being satisfied at the Closing); (B) all of the conditions to the consummation of the Debt Financing provided by the Debt Commitment Letter have been satisfied (other than the receipt of the Equity Financing and the satisfaction of those conditions that by their terms are to be satisfied at the Closing, each of which is capable of being satisfied at the Closing) and the full amount of the Debt Financing (or any Alternative Financing) has been funded or will be funded at the Closing in accordance with the terms of the Debt Commitment Letter if the Equity Financing were funded at the Closing, (C) the Company has irrevocably confirmed to the Parent Parties in writing that it is ready, willing and able to consummate the Closing within five (5) Business Days and that all of the closing conditions set forth in Section 7.1 and Section 7.2 have been satisfied or waived and (D) the Parent Parties fail to consummate the Merger within such five (5) Business Day period after delivery by the Company to the Parent Parties of the notice described in preceding clause (C).

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. 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. 2(a) but subject to the other provisions and including the limitations set forth in this ARTICLE IX, each Acquiror Indemnitee shall be indemnified by the Blocker Seller, jointly and severally, from and against any Damages in which an Acquiror Indemnitee suffers as a result of (i) any breach of the representations and warranties of the Blocker Company and Blocker Seller set forth in Sections 3.17 and 3.35, (ii) any Indemnified Blocker Taxes, (iii) the failure of any of the Blocker Company or Blocker Seller to perform any covenant or agreement contained in this Agreement or the Transaction Documents required to be performed by such Persons, and (iv) the Pre-Closing Reorganization.