Notwithstanding Sections Clause Samples
A "Notwithstanding Sections" clause establishes that certain provisions will take precedence over other sections of the agreement, even if there is a conflict between them. In practice, this means that if a specific section is stated to apply "notwithstanding" other sections, its terms will override any inconsistent terms elsewhere in the contract. For example, a confidentiality obligation might apply notwithstanding any general disclosure rights granted elsewhere. The core function of this clause is to resolve potential conflicts within the contract by clearly indicating which provisions are intended to prevail, thereby ensuring clarity and reducing ambiguity.
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Notwithstanding Sections. 14.3(a) and (b), either Party may assign its respective rights and transfer its respective duties hereunder, without the consent of the other Party, to any assignee of all or substantially all of its respective business or in the event of its respective merger, consolidation or similar transaction.
Notwithstanding Sections. 11.1 and 11.2 of this Article, confidential information shall not include information disclosed by the receiving party as required by applicable law or regulation; provided that the information disclosed is limited to the existence and general nature of the relationship between the parties, including, as required, the scope, approximate revenues, purposes and expectations related to such relationship and a description of any disputes relating thereto. Notwithstanding the foregoing, this Agreement may be provided to any governmental agency or court of competent jurisdiction to the extent required by applicable law.
Notwithstanding Sections. 4.5(a) and (b) hereof, each Member shall be fully liable to contribute its Capital Contribution in accordance with Section 6.1 hereof.
Notwithstanding Sections. 11.2 and 11.3, the parties may agree to alternative Force Majeure provisions in a Transaction Confirmation executed in writing by both parties.
Notwithstanding Sections. 12.1(a) and 12.1(b), the Company shall not be responsible for any Excluded Taxes imposed or collected by any foreign jurisdiction in respect of payments of any kind made by the Royalty Holder pursuant to this Agreement.
Notwithstanding Sections. 2.2 and 2.4, the Transfer Agent agrees to assist the Trust with its Rule 22c-2 compliance under the 1940 Act and with any other laws and regulations applicable to transfer agent responsibilities for omnibus accounts.
Notwithstanding Sections. 7.1 and 7.2 above, during the term of the Agreement, the Parties shall use reasonable commercial efforts to coordinate their regulatory filings concerning Neoprobe Products and USSC Royalty Products and to facilitate concurrent regulatory approvals for Neoprobe Products and USSC Royalty Products, and USSC shall have the right, in its discretion, to file and prosecute, or cause Neoprobe to file and prosecute, applications for expedited marketing approvals from Regulatory Agencies (e.g. amendments to existing PLAs or 510(k) applications) with respect to probes and disposables (e.g. laparoscopic probes and disposables). Omitted portions of this Exhibit 10.4.20 have been filed separately with the Commission and are subject to a request for confidential treatment under Rule 24b-2
Notwithstanding Sections. 1.1 and 1.2.1, if by December 31, 1998, none of the following conditions has been met: (a) the Alternative Merger has become legally possible; (b) the SEC has approved the application for the Merger under the 1935 Act; (c) the SEC staff has recommended that the SEC approve the application for the Merger under the 1935 Act, or (d) the 1935 Act has been, or subject only to the passage of time up to the time specified in Section 8.1.2
Notwithstanding Sections. 3.1 and 3.2, the Parties may renew this Agreement on the same terms and conditions at the expiry of the term under Section 3.1 for a further XXXX years commencing at the expiry of the term under Section 3.1 if:
(i) The Offtaker gives notice in writing to the [IPP Project Company] not less than six months before the expiry of the term under Section 3.1; and
(ii) The [IPP Project Company] is not at the expiry of the term under Section 3.1 in breach of any essential term of this Agreement.
Notwithstanding Sections. 11.2.4 above, (i) each Party may at any time assign its rights, interests and obligations provided for hereunder to any Person by merger or (ii) with the prior written consent of the other Party.