Notwithstanding Sections 7 Clause Samples
The "Notwithstanding Sections 7" clause serves to establish that the provisions it introduces will take precedence over anything stated in Section 7 of the agreement. In practice, this means that if there is any conflict or inconsistency between the new clause and Section 7, the terms of the new clause will override those of Section 7. This mechanism is commonly used to carve out exceptions or create specific rules that supersede general provisions, ensuring that the parties' intentions for particular situations are clearly prioritized and enforced.
Notwithstanding Sections 7. 1.1 and 7.1.2, the Exchange will use reasonable efforts to notify Company as soon as reasonably feasible of any interruption, delay or corruption to the Information and the estimated time for remedying it. The quality of the Information provided by the Exchange to Company as regards timeliness, continuity, accuracy and completeness will be at the same level as similar information provided to other customers of the Exchange and the Exchange will not treat Company worse than any other customer of the Exchange with regard to the quality of the Information.
Notwithstanding Sections 7. 2.1 and 7.2.2 and any other provision of this Agreement, if at any time following the date of this Agreement, and prior to the approval by the Tahoe Shareholders of the Tahoe Resolution, provided that Tahoe is then in compliance with all of its obligations under this Agreement (including under Sections 7.2.1 and 7.2.2), Tahoe receives a bona fide unsolicited written Acquisition Proposal that:
(a) the Tahoe Board determines in good faith, after consultation with the Tahoe Financial Advisors and outside legal counsel, constitutes or could reasonably be expected to result in a Superior Proposal; and
(b) the Tahoe Board determines in good faith, after consultation with outside legal counsel that failure to furnish information with respect to Tahoe and its subsidiaries to the person making such Acquisition Proposal or participate in discussions or negotiations with such person would be inconsistent with its fiduciary duties under applicable Law, then Tahoe may, provided it has first complied with Section 7.2.4 and has first entered into, and provided to Pan American an executed copy of, a confidentiality and standstill agreement with such person (the terms of which shall no more favourable to such person than the Confidentiality Agreement):
(c) furnish information with respect to Tahoe and its subsidiaries to the person making such Acquisition Proposal; or
(d) participate in discussions or negotiations with the person making such Acquisition Proposal, provided that Tahoe shall not, and shall not allow its Tahoe Representatives to, disclose any non-public information to such person if such non-public information has not been previously provided to, or is not concurrently provided to, Pan American.
Notwithstanding Sections 7. 1 and 7.2, you acknowledge and agree that we may cite the performance of the Services to you as an indication of our experience in our marketing brochures and other materials and in discussions with existing and/or prospective clients or business partners.
Notwithstanding Sections 7. 2.1 and 7.2.2 and any other provision of this Agreement or of any other agreement between the Parties or between Brazauro and any other person, including the provisions of any confidentiality or standstill agreement, if at any time following the date of this Agreement and prior to obtaining the approval of the Arrangement Resolution at the Brazauro Meeting, Brazauro receives a written Acquisition Proposal that the Brazauro Board determines in good faith, after consultation with its financial advisors and Brazauro Counsel, constitutes or, if consummated in accordance with its terms, could reasonably be expected to result in a Superior Proposal, then Brazauro may, provided it is in compliance with Section 7.2.4:
(a) furnish information with respect to Brazauro and its subsidiaries to the person making such Acquisition Proposal; and/or
(b) enter into, participate, facilitate and maintain discussions or negotiations with, and otherwise cooperate with or assist, the person making such Acquisition Proposal, provided that Brazauro shall not, and shall not allow its Representatives to, disclose any non-public information with respect to Brazauro to such person if such non public information has not been previously provided to, or is not concurrently provided to, Eldorado; and without Brazauro entering into a confidentiality agreement with such person containing terms and conditions that are customary for such agreements in the mining industry, but in no case that are no more favourable to such person than those found in the Confidentiality Agreement.
Notwithstanding Sections 7. 2.1 and 7.2.2 and any other provision of this Agreement or of any other agreement between the Parties or between Skye and any other person, including the provisions of any confidentiality or standstill agreement, if at any time following the date of this Agreement and prior to obtaining the approval of the Arrangement Resolution at the Skye Meeting, Skye receives a written Acquisition Proposal that the Skye Board determines in good faith, after consultation with its financial advisors and outside counsel, constitutes or, if consummated in accordance with its terms, could reasonably be expected to be a Superior Proposal, then Skye may, provided it is in compliance with Section 7.2.4:
(a) furnish information with respect to Skye and its subsidiaries to the person making such Acquisition Proposal; and/or
(b) enter into, participate, facilitate and maintain discussions or negotiations with, and otherwise cooperate with or assist, the person making such Acquisition Proposal, provided that Skye shall not, and shall not allow its Representatives to, disclose any non-public information with respect to Skye to such person (i) if such non public information has not been previously provided to, or is not concurrently provided to, HudBay ; and (ii) without entering into an agreement with such person substantially in the form of the Confidentiality Agreement containing terms that are no more favourable to such person than those found in the Confidentiality Agreement.
Notwithstanding Sections 7. 1 and 7.2 hereof, (i) Net Losses, if any, allocable to the period before the admission of any additional Members under Section 5.2 hereof shall be allocated ninety-nine percent (99.0%) to the Manager and one percent (1.0%) to the Initial Member, and Net Income during that same period, if any, shall be allocated to the Manager, and (ii) Profits or Losses allocable to the period commencing with the admission of any additional Members and all subsequent periods shall be allocated under Section 7.1.
Notwithstanding Sections 7. 1(a) and (b), and subject to the conditions and limitations set forth in Sections 7.2, 7.3 and 7.4 of this Agreement,
(1) the Non-Filing Party shall have control over decisions to resolve, settle or otherwise agree to any deficiency, claim or adjustment with respect to any Sole Responsibility Item; and
(2) the Filing Party and the Non-Filing Party shall have joint control over decisions to resolve, settle or otherwise agree to any deficiency, claim or adjustment with respect to any Joint Responsibility Item.
Notwithstanding Sections 7. 2.1 and 7.2.2 and any other provision of this Agreement or of any other agreement between Randgold and Moto, if at any time following the date of this Agreement and prior to obtaining the Securityholder Approval of the Arrangement Resolution at the Moto Meeting, Moto receives a bona fide, written Acquisition Proposal that the Moto Board determines in good faith, after consultation with its financial advisors and outside counsel, constitutes or, if consummated in accordance with its terms (disregarding, for the purposes of any such determination, any term of such Acquisition Proposal that provides for a due diligence investigation), could reasonably be expected to be a Superior Proposal, then Moto may, provided it is in compliance with Sections 7.2.2 and 7.2.4:
(a) furnish information with respect to Moto and its subsidiaries to the person making such Acquisition Proposal;
(b) enter into, participate, facilitate and maintain discussions or negotiations with, and otherwise cooperate with or assist, the person making such Acquisition Proposal; and/or
(c) waive any standstill provision or agreement that would otherwise prohibit such person from making such Acquisition Proposal; provided that Moto shall not, and shall not allow its Representatives to, disclose any non-public information with respect to Moto to such person (i) if such non public information has not been previously provided to, or is not concurrently provided to, Randgold; and (ii) without entering into an agreement with such person substantially in the form of the Confidentiality Agreement containing terms that are no more favourable to such person than those found in the Confidentiality Agreement.
Notwithstanding Sections 7. 4.1 and 7.4.2 and any other provision of this Agreement or of any other agreement between the Parties or between HudBay and any other person, including the provisions of any confidentiality or standstill agreement, if at any time following the date of this Agreement and prior to the Effective Time, HudBay receives a Change of Control Proposal, then HudBay may, provided it is in compliance with Section 7.4.4:
(a) furnish information with respect to HudBay and its subsidiaries to the person making such Change of Control Proposal; and/or
(b) enter into, participate, facilitate and maintain discussions or negotiations with, and otherwise cooperate with or assist, the person making such Change of Control Proposal, provided that HudBay shall not, and shall not allow the HudBay Representatives to, disclose any non-public information with respect to HudBay to such person (i) if such non-public information has not been previously provided to, or is not concurrently provided to, ▇▇▇▇▇▇; and (ii) if such person is not already party to a Confidentiality Agreement with HudBay, without entering into an agreement with such person substantially in the form of the Confidentiality Agreement containing terms that are no more favourable to such person than those found in the Confidentiality Agreement and that are not individually or in the aggregate materially more favourable to such person than those found in the Confidentiality Agreement. In particular but without limitation such agreement may not include any provision calling for an exclusive right to negotiate with HudBay and may not restrict HudBay or its subsidiaries from complying with this Section 7.4.3.
Notwithstanding Sections 7. 3B and 7.3C hereof, this Agreement shall not be amended, and no action may be taken by the General Partner, without the Consent of each Partner adversely affected thereby, if such amendment or action would (i) convert a Limited Partner Interest in the Partnership into a General Partner Interest (except as a result of the General Partner acquiring such Partnership Interest), (ii) modify the limited liability of a Limited Partner, (iii) alter the rights of any Partner to receive the distributions to which such Partner is entitled, pursuant to Article V or Section 13.2A hereof, or alter the allocations specified in Article VI hereof (except, in any case, as permitted pursuant to Sections 4.2, 5.5, 6.2B and 7.3C hereof), (iv) alter or modify the Redemption rights, Cash Amount, REIT Consideration, or REIT Shares Amount as set forth in Sections 8.6 and 11.2 hereof, or amend or modify any related definitions, or (v) amend this Section 7.3D; provided, however, that the Consent of each Partner adversely affected shall not be required for any amendment or action that affects all Partners holding the same class or series of Partnership Units on a uniform or pro rata basis. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 without the Consent specified therein. Any such amendment or action consented to by any Partner shall be effective as to that Partner, notwithstanding the absence of such consent by any other Partner.