Notwithstanding Subsections Sample Clauses

The "Notwithstanding Subsections" clause establishes that certain provisions will take precedence over other specified subsections within the same agreement. In practice, this means that if there is a conflict between the main clause and any referenced subsections, the terms of the main clause will override those of the subsections. This mechanism is commonly used to clarify which rules apply in cases of overlap or contradiction, ensuring that the parties understand which obligations or rights are controlling in specific situations.
Notwithstanding Subsections. 12.1 and 12.2 hereof, the provisions of the Corporation's stock option plan, the Parties agree that upon termination of the Executive pursuant to Sections 9.1, 10.2, 11.1 or 11.2 hereof, the provisions of the applicable stock option agreement supersede and shall govern in the event of any conflict with the terms of this Agreement.
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Notwithstanding Subsections. 3.1(a) and 3.1(b) above, and Section 3.4 below, upon a Change of Control, all Option installments not yet exercisable shall become immediately exercisable; provided, however, that if all or a portion of the Option installments which otherwise would become exercisable pursuant to this Subsection 3.1
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Notwithstanding Subsections. 12.2 and 12.3 above, neither party will be liable for and each party will hold the other party harmless from any liability for incidental, indirect, special or consequential damages sustained by the other party, including those arising from or measured by lost revenues or profits under its contracts with third parties, even if the other party has been advised of such damages.
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Notwithstanding Subsections. 12.2 and 12.3 hereof, the provisions of the Corporation's stock option plan, the provisions of any stock option agreement entered into between the Corporation (including a Related Corporation) and the Executive, and the provisions of any other incentive plan of the Corporation in effect at the time, the Parties agree that upon termination of the Executive pursuant to Sections 9.1, 10.2, 11.1 or 11.2 hereof, the applicable vested stock options and other incentive interests may be exercised by the Executive until the earlier of (i) the original date of expiry of the stock options and other incentive interests, as the case may be; and (ii) two years after the Termination Date. All stock options and other incentive interests which remain unexercised after this time period shall terminate, be null and void and of no further force and effect notwithstanding the terms of the relevant agreement, stock option plan or other incentive plans of the Corporation in effect at the time, as applicable.
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Notwithstanding Subsections. 20.1 and 20.2, neither Party is precluded from seeking from a court of competent jurisdiction interim relief, including injunctive relief, when the subject matter of the Dispute may permit.
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Notwithstanding Subsections. 16.3 A-B, any City employee who is hired to serve in the capacity as either a department or a division head shall be required to establish a permanent abode either within the City’s corporate limits or within the five (5) mile radius of the City.
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Notwithstanding Subsections. 16.1 and 16.2, Lessor agrees that it will not require Lessee to provide its financial statements to Lessor or any third party so long as Guarantor is the guarantor of the Lessee's obligations under the Lease Agreement and it provides its financial statements. 11. A new Paragraph 53 is added to the Lease Agreement as follows: Lessor will consent to the Lessee's grant of a leasehold mortgage on customary terms to the agent for the lenders to Guarantor to secure the indebtedness of Guarantor to its lenders, as the same may be from time-to-time modified, extended or refinanced so long as no lien is created on Lessor's interest in the property. Except as modified above, the Lease Agreement as originally stated shall remain in full force and effect. Any amendment herein shall be take precedence and supercede any terms stated in the Lease Agreement. Lessor hereby consents to the assignment of the Lease that occurred upon the change of control of Lessee pursuant to the acquisition of voting control by Lessee by Serologicals Research Products, Inc. simultaneously with the execution and delivery of this Amendment and the prior change of control of Lessee pursuant to the acquisition of voting control of Lessee by Falcon International Investment Holdings, LLC.
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Notwithstanding Subsections. 5.1(1) or 5.1(2) above, any Amendment agreed to in writing by AMB and RH prior to the Effective Time that: (a) concerns a matter that either: (i) is of an administrative nature required to better give effect to the implementation of the Plan of Arrangement; or (ii) relates to how AMB will be capitalized, financed or structured after the Effective Time; and (b) is not adverse to the financial or economic interests of any Person (in his, her or its capacity as an AMB Shareholder, AMB Optionholder or AMB Warrantholder) who was, immediately prior to exchange of such securities for RH Shares, Replacement Options or Replacement Warrants, the registered holder of AMB Shares, AMB Options or AMB Warrants, as the case may be, pursuant to Section 2.3, will not require Court approval or communication to the AMB Shareholders, AMB Optionholders or AMB Warrantholders.
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Notwithstanding Subsections. 4.4(a) and (b) of this Agreement, the Executive may resign from employment immediately and thereupon will be entitled to the payments and benefits set out in Section 4.3 of this Agreement if: (1) Pine Valley conducts itself in a manner that would constitute a constructive dismissal of the Executive as determined in accordance with common law; and (2) the Executive resigns within three months of the conduct of Pine Valley that constitutes a constructive dismissal of the Executive.
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Related to Notwithstanding Subsections

  • Notwithstanding Articles 2 3.1 and 2.3.2, no termination shall become effective until the Parties have complied with all Applicable Laws and Regulations applicable to such termination, including the filing with FERC of a notice of termination of this GIA, if required, which notice has been accepted for filing by FERC.

  • Notwithstanding Clause 19.16, if Malicious Software is found, the Supplier shall co-operate with the Customer to reduce the effect of the Malicious Software and, particularly if Malicious Software causes loss of operational efficiency or loss or corruption of Customer Data, assist the Customer to mitigate any losses and to restore the provision of the Services to its desired operating efficiency as soon as possible.

  • Without limiting the other provisions of this Section 3.1, among other delegations by the Trustees, the Trustees have determined that there is a significant risk that the Trust and its shareholders may be adversely affected by investors with short term trading activity and/or whose purchase and redemption activity follows a market timing pattern as defined in the prospectus for the Trust, and have authorized the Trust, the Underwriter and the Trust's transfer agent to adopt procedures and take other action (including, without limitation, rejecting specific purchase orders in whole or in part) as they deem necessary to reduce, discourage, restrict or eliminate such trading and/or market timing activity. You agree that your purchases and redemptions of Portfolio shares are subject to, and that you will assist us in implementing, the Market Timing Trading Policy and Additional Policies (as described in the Trust's prospectus) and the Trust's restrictions on excessive and/or short term trading activity and/or purchase and redemption activity that follows a market timing pattern.

  • Notwithstanding the foregoing (i) BNY Mellon may assign or transfer this Agreement to any BNY Mellon Affiliate or transfer this Agreement in connection with a sale of a majority or more of its assets, equity interests or voting control, provided that BNY Mellon gives the relevant Funds ninety (90) days' prior written notice of such assignment or transfer and such assignment or transfer does not impair the provision of services under this Agreement in any material respect, and the assignee or transferee agrees in writing to be bound by all terms of this Agreement in place of BNY Mellon; (ii) BNY Mellon may subcontract with, hire, engage or otherwise outsource to any BNY Mellon Affiliate with respect to the performance of any one or more of the functions, services, duties or obligations of BNY Mellon under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNY Mellon of any of its liabilities or obligations hereunder and BNY Mellon shall remain responsible for all activities, including all acts and omissions, of such BNY Mellon Affiliates to the same extent as if such activities were performed by BNY Mellon; (iii) BNY Mellon may subcontract with, hire, engage or otherwise outsource to an unaffiliated third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNY Mellon under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall (A) require the prior written consent of the relevant Funds and (B) not relieve BNY Mellon of any of its liabilities hereunder; and (iv) BNY Mellon, in the course of providing certain additional services requested by a Fund (“Vendor Eligible Services”) as further described in Schedule I attached hereto, may in its sole discretion, enter into an agreement or agreements with a financial printer or electronic services provider (“Vendor”) to provide BNY Mellon with the ability to generate certain reports or provide certain functionality; provided, however, that BNY Mellon shall ensure prior to any assignment, transfer, subcontracting, hiring, engaging or other outsourcing, as applicable, under subsections (i) through (iv) that the applicable BNY Mellon Affiliate, unaffiliated third party or Vendor is subject to written confidentiality, security and data protection obligations at least as restrictive as those set forth in this Agreement. BNY Mellon shall not be obligated to perform any of the Vendor Eligible Services unless an agreement between BNY Mellon and the Vendor for the provision of such services is then-currently in effect. Upon request, BNY Mellon will disclose the identity of the Vendor and the status of the contractual relationship, and a Fund is free to attempt to contract directly with the Vendor for the provision of the Vendor Eligible Services.

  • Without prejudice to Sections 5.1 and 5.2 above, You are responsible for (a) any required notices, consents and/or authorizations related to Your provision of, and our processing of, Your Content (including any Personal Data) as part of the Services, (b) any security vulnerabilities, and the consequences of such vulnerabilities, arising from Your Content, including any viruses, Trojan horses, worms or other harmful programming routines contained in Your Content, and (c) any use by You or Your Users of the Services in a manner that is inconsistent with the terms of this Agreement. To the extent You disclose or transmit Your Content to a third party, we are no longer responsible for the security, integrity or confidentiality of such content outside of Oracle’s control.