Subject to Sections Clause Samples

Subject to Sections. 2.1 and 2.7 hereof, the option granted hereunder shall vest in the Participant in the following manner: (a) one-quarter of the option on the first anniversary of the day immediately preceding the date hereof, being August 1, 1995; (b) one-quarter of the option on the second anniversary of the day immediately preceding the date hereof, being August 1, 1996; (c) one-quarter of the option on the third anniversary of the day immediately preceding the date hereof, being August 1, 1997; and (d) one-quarter of the option on the fourth anniversary of the day immediately preceding the date hereof, being August 1, 1998; and, except as provided by Section 6.1, the Participant shall only be entitled to exercise this option in the amounts set out above and from and after the dates so specified.

Subject to Sections. 16.1, this Agreement, and each of the Parties’ respective rights and obligations hereunder, shall be binding upon and shall inure to the benefit of the parties hereto and each of their respective permitted successors and assigns.

Subject to Sections. 16.5 and 16.6 any Disputes shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by a panel of three arbitrators appointed in accordance with the said Rules, save that the third arbitrator, who will act as president of the arbitral tribunal, shall not be appointed by the International Court of Arbitration, but by the two arbitrators which have been appointed by either of the Parties in accordance with Article 12 para 4 of said Rules.

Subject to Sections. 18.1(a) and (b), Owner may assign all of its rights, title and interest in and to or arising out of or in connection with this EPC Contract as security for financing of the Project for benefit of Lender(s), provided, however, that any such assignment shall not relieve Owner of any obligation hereunder.

Subject to Sections. 5.1 and 7 hereof, promptly following the applicable vesting date, and in any event no later than sixty (60) days following such vesting date, the Company will (i) issue and deliver to the Participant the number of Shares equal to the applicable number of Earned Stock Units; and (ii) enter the Participant’s name on the books of the Company as the shareholder of record with respect to the Shares so delivered to the Participant. No fractional Shares will be issued under this Agreement.

Subject to Sections. 14 and 15 of this Act, a collaborative law communication is: 6 (a) Privileged under subsection (2) of this section; 7 (b) Not subject to discovery; and

Subject to Sections. 8.3 and 8.6.1 hereof, after the Closing, Seller Parties shall jointly and severally indemnify and hold harmless Buyer Parties and their respective Affiliates and their respective officers, directors and employees (each a “Buyer Indemnified Party” and together, the “Buyer Indemnified Parties”), from and against any and all Losses arising from or relating to: (i) any breach of any representation or warranty of Seller Parties contained in this Agreement or the Specified Diversified Loan Sale Agreement (without giving effect to any materiality qualifier contained herein or therein); (ii) any breach of any covenants of Seller Parties contained in this Agreement or the Specified Diversified Loan Sale Agreement; or (iii) any Excluded Obligation arising from this Agreement or the Specified Diversified Loan Sale Agreement. Except as otherwise provided in this Agreement, Seller Parties shall also indemnify and hold harmless the Buyer Indemnified Parties for all Taxes with respect to the Loan Portfolio in this Agreement or the Specified Diversified Loan Sale Agreement for any taxable period ending on or prior to the Closing. For the avoidance of doubt (and notwithstanding anything otherwise provided herein), the Parties acknowledge and agree that it is the intent of the Parties that Buyer shall assume all credit risk associated with the Acquired Loans. Accordingly, Seller shall have no indemnification obligation hereunder if Buyer is (a) unable to collect from an Obligor of an Acquired Loan or (b) otherwise unable to enforce the terms of an Acquired Loan against an Obligor thereunder; provided, in either case, that Buyer's inability did not result from Seller's breach of a covenant, representation or warranty made by Seller in this Agreement.

Subject to Sections and 3.2.4 below, during the Demand Period any Holder or combination of Holders (the "Demanding Shareholders") owning 50% or more of the Registrable Securities may deliver to the Client a written request (a "Demand Registration Request") that the Client register any or all of such Demanding Shareholders' Registrable Shares.

Subject to Sections. 4.2 and 6 hereof and to the Plan, the Option shall vest and become exercisable as follows: (i) as to 20% of the aggregate number of Shares subject to the Option set forth in Section 1 of this Agreement, on the first anniversary of the Grant Date, subject to the satisfaction of performance goals established by the Committee in respect of the period beginning on the Grant Date and ending on the first anniversary of the Grant Date; (ii) as to an additional 20% of the aggregate number of Shares subject to the Option set forth in Section 1 of this Agreement, on the second anniversary of the Grant Date, subject to the satisfaction of performance goals established by the Committee in respect of the period beginning on the first anniversary of the Grant Date and ending on the second anniversary of the Grant Date; (iii) as to an additional 20% of the aggregate number of Shares subject to the Option set forth in Section 1 of this Agreement, on the third anniversary of the Grant Date, subject to the satisfaction of performance goals established by the Committee in respect of the period beginning on the second anniversary of the Grant Date and ending on the third anniversary of the Grant Date; (iv) as to an additional 20% of the aggregate number of Shares subject to the Option set forth in Section 1 of this Agreement, on the fourth anniversary of the Grant Date, subject to the satisfaction of performance goals established by the Committee in respect of the period beginning on the third anniversary of the Grant Date and ending on the fourth anniversary of the Grant Date; and (v) as to an additional 20% of the aggregate number of Shares subject to the Option set forth in Section 1 of this Agreement, on the fifth anniversary of the Grant Date, subject to the satisfaction of performance goals established by the Committee in respect of the period beginning on the fourth anniversary of the Grant Date and ending on the fifth anniversary of the Grant Date; provided, however, that in the event that any portion of the Option subject to any of clauses (i) through (v) of this Section 4.1 does not become exercisable during the period set forth therein, such portion of the Option shall be carried forward for vesting during future one-year periods commencing immediately following the fifth anniversary of the Grant Date subject to the satisfaction of performance goals established by the Committee in respect of such one-year periods; provided, further, that no more than 20% of the agg...