Without limiting Section 2. 4(a), Seller shall use Commercially Reasonable Efforts to submit, on or before ninety (90) Days after the Effective Date, this Agreement with each and every Governmental Authority from which it must obtain a Governmental Approval in order to enter into this Agreement or to perform its obligations hereunder and request that such Governmental Authority provide such Governmental Approval, without modification or conditions, without suspension, and with service hereunder to be effective no later than the Delivery Term Commencement Date.
Without limiting Section 2. 5 in any manner, for the avoidance of doubt, the Parties acknowledge and agree that nothing in this Article VIII is intended or shall be construed to, limit, vitiate or supersede the provisions, terms and conditions of Article XXIII of the Lease.
Without limiting Section 2. 3 or Section 5.7, Seller’s duties hereunder shall include planning the routes for delivery of all Goods to be brought into the Project Site by making use of such roadways, waterways, and railways as may safely accommodate loads and sizes of deliveries. If the Work involves transportation of over-sized loads or construction under or about public roads, waterways, or railroads, Seller and its Contractors and Subcontractors shall make suitable arrangements with Governmental Authorities and railroads to ensure that other users of the roadways, waterways, and railways are safeguarded from accident and/or delay as a result of such transportation. Any roadway, bridge, sidewalk, tree, vegetation, landscaping, grounds, or other property damaged as a result of the Work shall be properly repaired or duly replaced by Seller at its expense to the extent required by Law.
Without limiting Section 2. 7(a), this Agreement does not establish any employment relationship between Buyer and any Employee of any Seller Service Provider or ERISA Affiliate or other member of the Seller Group, and no Employee of any Seller Service Provider or ERISA Affiliate or other member of the Seller Group shall be deemed to be an Employee of Buyer for any purpose. With respect to the Work performed under this Agreement or any Ancillary Agreement, any Seller Service Provider or any ERISA Affiliate or other member of Seller Group (excluding Buyer) shall be solely responsible and liable for the following:
Without limiting Section 2. 10(a), each Party shall, and shall cause the applicable members of its Group to, (i) cooperate with the other Party in all matters relating to the provision and receipt of the Services, (ii) use commercially reasonable efforts to minimize the expense, distraction and disturbance to each Party and (iii) perform all obligations hereunder in good faith and in accordance with principles of fair dealing. Such cooperation shall include (A) the execution and delivery of such further instruments or documents as may be reasonably requested by the other Party to enable the full performance of each Party’s obligations hereunder and (B) promptly notifying the other Party of any changes to a Party’s operating environment or personnel that would reasonably be expected to affect the provision or use of the Services in any material respect, and working with the other Party to minimize the effect of such changes.
Without limiting Section 2. 02(a), Licensor shall have the right to enforce and protect the Licensed Trademarks against any failure by or on behalf of a SpinCo Dealer to cease use of the Licensed Trademarks after the applicable time periods set forth in or to otherwise comply with this Agreement by any means, including any legal proceeding or other enforcement action (each, an “Enforcement Action”). With respect to any then-current SpinCo Dealer, Licensee shall reimburse Licensor for all costs and expenses incurred by or on behalf of Licensor in connection with such Enforcement Action, and with respect to any former SpinCo Dealer, such Enforcement Action shall be at Licensor’s expense. Licensee shall provide reasonable assistance to Licensor in connection with any Enforcement Action; provided, that, with respect to any former SpinCo Dealer, such assistance shall be at Licensor’s expense.
Without limiting Section 2. 11 or Section 8.1, (a) the Aggregate Commitment shall expire on the Facility Termination Date and (b) the Aggregate Outstanding Credit Exposure and all other unpaid Obligations shall be paid in full on the Facility Termination Date.
Without limiting Section 2. 2(a) and subject to the Newco Group’s obligations in relation to employees who transfer to the Newco Group as of the Separation Time pursuant to the Transfer Regulations and applicable Law, for a period of twelve (12) months following the Effective Time, NetScout shall provide or cause to be provided to each Newco Employee not covered by Collective Bargaining Agreements severance benefits calculated in a manner no less favorable than those such Newco Employee would have received upon a termination of employment or service immediately prior to the Separation Time.
Without limiting Section 2. 1(a), the Contractor will not be eligible to participate in any group medical or life insurance, disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans offered by the Company to its employees, and the Company will not be responsible for withholding or paying any income, payroll, Social Security, or other federal, state, or local taxes, making any insurance contributions, including for unemployment or disability, or obtaining workers’ compensation insurance on the Contractor’s behalf. THE CONTRACTOR SHALL BE RESPONSIBLE FOR AND SHALL 2 INDEMNIFY THE COMPANY AGAINST ALL SUCH TAXES OR CONTRIBUTIONS, INCLUDING PENALTIES AND INTEREST. Any persons employed or engaged by the Contractor in connection with the performance of the Services shall be the Contractor’s employees or contractors, and the CONTRACTOR SHALL BE FULLY RESPONSIBLE FOR THEM AND INDEMNIFY THE COMPANY AGAINST ANY CLAIMS MADE BY OR ON BEHALF OF ANY SUCH EMPLOYEE OR CONTRACTOR.
Without limiting Section 2. 5(a), the powers conferred on the P1 Collateral Agent hereunder are solely to protect its interest (on behalf of the Senior Secured Parties) in the P1 Accounts and the P1 Account Collateral and shall not impose any duty on the P1 Collateral Agent to exercise any such powers. Except for the reasonable care of any P1 Account, Financial Asset or Permitted Investment in its possession or under its control (as the case may be), the performance of its respective obligations hereunder and the other Senior Secured Credit Documents, and the accounting for moneys actually received by it hereunder, the P1 Collateral Agent shall have no duty as to any P1 Account or the proceeds of Financial Assets held therein or credited thereto, or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any such P1 Account or proceeds. Each of the P1 Accounts Bank and the P1 Collateral Agent is required to exercise reasonable care in the custody and preservation of any P1 Account, Financial Asset or Permitted Investment in its possession or under its control (as the case may be); provided, that the P1 Accounts Bank in any event shall be deemed to have exercised reasonable care in the custody and preservation of any P1 Account if it takes such action for that purpose as the P1 Collateral Agent reasonably requests in writing (and in accordance with the terms of this Agreement) or if the P1 Accounts Bank acts in accordance with the requirements of Section 2.8, but, notwithstanding the foregoing, the failure of the P1 Accounts Bank to comply with any such request of the P1 Collateral Agent at any time shall not in itself be deemed a failure to exercise reasonable care. Nothing in this Section 2.17 shall be construed as limiting the P1 Collateral Agent’s maintenance of “control” (within the meaning of Sections 9-104(a)(2) and (3) or Sections 8-106(d)(1) and (2), as applicable, of the UCC) over the P1 Accounts.
