Without limiting Section 2 Clause Samples

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: (i) payment of wages, salary, and other compensation for all Project Employees; (ii) as applicable, withholding and payment of federal, state, and local individual income taxes, FICA, and other Taxes and applicable amounts with respect to any payment made to Project Employees; (iii) as applicable, providing Project Employees all pension, welfare, and other employment-related benefits; and (iv) directing, controlling, and making all employment-related decisions relating to Project Employees. In the event any Employee of any Seller Service Provider or any ERISA Affiliate or other member of the Seller Group asserts any claim or commences any Action against Buyer relating to this Agreement, any action or conduct taken by Seller or Buyer in connection with this Agreement, or the performance of the Work (a “Seller Group Employee Claim”), Seller shall (A) take, or cause the applicable member of the Seller Group or Seller Service Provider to take, at the earliest opportunity, all steps reasonably necessary to have Seller or such member of the Seller Group or Seller Service Provider determined to be the sole and exclusive employer and/or former employer of such Employee, and (B) retain or assume, or cause the applicable Affiliate or Seller Service Provider to retain or assume, as applicable, all Liability with respect to such Seller Group Employee Claim.

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. 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. 5(a), the powers conferred on the T4 Collateral Agent hereunder are solely to protect its interest (on behalf of the Senior Secured Parties) in the T4 Accounts and the T4 Account Collateral and shall not impose any duty on the T4 Collateral Agent to exercise any such powers. Except for the reasonable care of any T4 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 T4 Collateral Agent shall have no duty as to any T4 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 T4 Account or proceeds. Each of the T4 Accounts Bank and the T4 Collateral Agent is required to exercise reasonable care in the custody and preservation of any T4 Account, Financial Asset, or Permitted Investment in its possession or under its control (as the case may be); provided, that the T4 Accounts Bank in any event shall be deemed to have exercised reasonable care in the custody and preservation of any T4 Account if it takes such action for that purpose as the T4 Collateral Agent reasonably requests in writing (and in accordance with the terms of this Agreement) or if the T4 Accounts Bank acts in accordance with the requirements of Section 2.8, but, notwithstanding the foregoing, the failure of the T4 Accounts Bank to comply with any such request of the T4 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 T4 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 T4 Accounts.

Without limiting Section 2. 6(a), the Borrower shall pay to the Lenders, in Dollars, such other fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

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.