Notwithstanding Sections 4. 8.1 and 4.8.2, the gain(s) for Canadian Tax Purposes realized by the Partnership on the disposition of the common shares of Brookfield Infrastructure Holdings (Canada) Inc. (the “CanHoldco Shares”) for any given fiscal year of the Partnership, in an aggregate amount equal to the amount of accrued gain on the CanHoldco Shares on the date of the transfer of the CanHoldco Shares to the Partnership in connection with the Reorganization computed in accordance with the Income Tax Act, will be allocated to the Initial Limited Partner (or to the Initial Limited Partner and any member of the BAM Group to which the Initial Limited Partner assigns any Partnership Interests in proportion to their respective holdings of the aggregate Partnership Interests held by them at the time of the disposition of the CanHoldco Shares or to the general partner of the Partnership if the general partner is a member of the BAM Group at the time of allocation and no other members of the BAM Group hold any Partnership Interests of the Partnership at such time); provided, however, that any such gain(s) that exceed in the aggregate the amount of accrued gain on the CanHoldco Shares on the date of the transfer of the CanHoldco Shares to the Partnership in connection with the Reorganization will be allocated in accordance with Sections 4.8.1 and 4.8.2.
Notwithstanding Sections 4. 3C and 4.3D, the Partnership shall adopt the daily proration method of allocating Profit and Loss among persons who become Investors pursuant to a closing of the sale of the Units on or before the Termination Date of the Offering. Accordingly, each Investor shall be allocated Profit and Loss beginning on the date he is recognized on the books of the Partnership.
Notwithstanding Sections 4. 2.1 and 4.2.2 above, each Party to this Agreement shall not have breached any obligation under this Agreement if Confidential Information is disclosed to a third party when the Confidential Information:
Notwithstanding Sections 4. 2.1 and 4.2.2 above, each Party to this Agreement shall not have breached any obligation under this Agreement if Confidential Information is disclosed to a third party when the Confidential Information: (a) was in the public domain at the time of such disclosure or is subsequently made available to the public consistent with the terms of this Agreement; or (b) had been received by either Party at the time of disclosure through other means without restriction on its use, or had been independently developed by either Party as shown through documentation; or (c) is subsequently disclosed to either Party by a third party without restriction on use and without breach of any agreement or legal duty; or (d) subject to the provisions of Section 4.2.2, is used or disclosed pursuant to statutory duty or an order, subpoena or other lawful process issued by a court or other governmental authority of competent jurisdiction.
Notwithstanding Sections 4. 1 and 4.2, (i) SatCon may disclose SatCon Confidential Information to a third party when such disclosure is, in SatCon's reasonable business judgment, necessary for its business outside the FES Field; (ii) Licensee may disclose SatCon Confidential Information to a third party when such disclosure is, in Licensee's reasonable business judgment, necessary for its business in the FES Field; (iii) a party shall not be required to maintain the confidentiality of any information that (a) is or becomes public or available to the general public otherwise than through any act or default of such party or (b) is received by such party from a third party who has no obligation to maintain the confidentiality of such information; and (iv) a party may disclose SatCon Confidential Information to the extent required by a court or other governmental authority, provided that (a) the party gives the other party reasonable notice of the disclosure, (b) the party uses reasonable efforts to resist disclosing the SatCon Confidential Information, and (c) the party cooperates with the other party on request to obtain a protective order or otherwise limit the disclosure.
Notwithstanding Sections 4. 5.1 and 4.5.3, gain or loss resulting from the disposition of any Company Asset with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the assets disposed of notwithstanding that the adjusted tax basis of such asset differs from its Gross Asset Value.
Notwithstanding Sections 4. 4.1 and 4.4.2, any gain for Canadian Tax Purposes allocated by BRELP in accordance with Section 4.8.3.2 of the BRELP Agreement to the Partnership in respect of the disposition of common shares of CanHoldco by BRELP, shall be allocated for Canadian Tax Purposes firstly, in respect of any Units held by the Brookfield Group that were acquired pursuant to the Redemption-Exchange Mechanism, such portion of the gain, if any, that would otherwise have been allocated for Canadian Tax Purposes to the Brookfield Group pursuant to Section 4.8.3.1 of the BRELP Agreement on the assumption that such Units had not been exchanged and remained Units of BRELP shall be allocated pro rata to the Brookfield Group in respect of the Units acquired pursuant to the Redemption-Exchange Mechanism and secondly the remaining gain, if any, shall be allocated for Canadian Tax Purposes to Unitholders on a per Unit basis excluding Units owned by the Brookfield Group immediately after the completion of the Plan of Arrangement and Units acquired by the Brookfield Group pursuant to the Redemption-Exchange Mechanism.
Notwithstanding Sections 4 a.(i) through (ii) above, Fund Company agrees that:
Notwithstanding Sections 4. 5.1 and 4.5.2 above, the Parties’ designated Account Managers may jointly recommend approval of modifications, amendments or alterations to Minor Administrative Manual Practices or Procedures, which recommendations, if adopted, will take immediate effect; provided, however, that such modifications, amendments or alterations cannot and shall not amend or waive any provision of this Agreement or any portion hereof and the effectiveness of such modifications, amendments or alterations may be suspended or nullified by the JSC at any time. For purposes of this Section 4.5, a “Minor Administrative Manual Practice or Procedure” change shall mean a change that does not (i) significantly alter the existing work flow currently in process (i.e. the change does not have any impact on the productivity and average handling time of the process), (ii) alter existing technology currently deployed for the process, and (iii) have any impact on the number of resources (agents and/ or supervisors) required to run the process after the change—including additional resources that may be required to manage any associated regulatory or compliance related requirements that may be a result of such change. In addition, for the sake of clarity, operationally, a Minor Administrative Manual Practice or Procedure change should result in simple dissemination of information to Provider Personnel by either the supervisors and/ or trainers on the process floor, and should not require more than one (1) hour of additional training of such Provider Personnel.
Notwithstanding Sections 4. 1(a)(2) and 4.1(a)(3), (x) any Restricted Subsidiary (other than a Receivables Entity) may consolidate with, merge into or transfer all or part of its properties and assets to the Company and (y) the Company may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction; provided that, in the case of a Restricted Subsidiary that merges into the Company, the Company will not be required to comply with Section 4.1(a)(5).
