Without limiting the generality of clause 11.1 above, the Licence will not extend to or authorise:
Without limiting the generality of Section 13.9, the Borrower hereby agrees to indemnify and hold the Agent and the Lenders and any affiliate of any Lender party to a Swap Agreement, and their respective officers, directors, employees and agents, harmless from and against any and all claims, losses, penalties, liabilities, damages and expenses (including assessment and cleanup costs and reasonable attorneys', consultants' or other expert fees, expenses and disbursements) arising directly or indirectly from, out of or by reason of (a) the violation of any Environmental Law by the Borrower or any Subsidiary or with respect to any property owned, operated or leased by the Borrower or any Subsidiary or (b) the handling, storage, transportation, treatment, emission, release, discharge or disposal of any Hazardous Materials by or on behalf of the Borrower or any Subsidiary, or on or with respect to property owned or leased or operated by the Borrower or any Subsidiary. The provisions of this Section 9.16 shall survive repayment of the Obligations, or the Facility Termination Date and expiration or termination of this Agreement.
Without limiting the generality of Section 1.1, Equico agrees that it shall be fully responsible for:
Without limiting the generality of Section 10.01, Tenant covenants and agrees that Tenant, its employees, agents and other third parties entering upon the Center at the request or invitation of Tenant shall not bring into, maintain upon or release or discharge in or about the Center any hazardous or toxic substances or hazardous waste (collectively, "hazardous materials"). The foregoing covenant shall not extend to substances typically found or used in general office and administrative environments so long as (a) such substances are maintained only in such quantities as are reasonably necessary for Tenant's operations in the Premises, (b) such substances and any equipment which generates such substances are used and stored strictly in accordance with all applicable laws and regulations, the highest standards prevailing in the industry for such substances and the manufacturers' instructions therefor, (c) such substances are not disposed of in or about the Center in a manner which would constitute a release or discharge thereof and (d) all such substances and any equipment which generates such substances are removed from the Center by Tenant upon the expiration or earlier termination of this Lease. In the event that Tenant proposes to conduct any use or to operate any equipment which will or may utilize or generate a hazardous material other than as specified in the first paragraph of this Section, Tenant shall first in writing submit such use or equipment to Landlord for approval. No approval by Landlord shall relieve Tenant of any obligation of Tenant pursuant to this Section, including the removal, clean-up and indemnification obligations imposed upon Tenant by this Section. Tenant shall, within five (5) days after receipt thereof, furnish to Landlord copies of all notices and other communications received by Tenant with respect to any actual or alleged release or discharge of any hazardous material in or about the Premises or the Center and shall, whether or not Tenant receives any such notice or communication, notify Landlord in writing of any discharge or release of hazardous material by Tenant or anyone for whom Tenant is responsible in or about the Premises or the Center. In the event that Tenant is required to maintain any hazardous materials license or permit in connection with any use conducted by Tenant or any equipment operated by Tenant in the Premises, copies of each such license or permit, each renewal thereof and any communication relating to suspension, renewal or revocat...
Without limiting the generality of Section 6.6.1, for a period ending on the sixth anniversary of the Closing Date, neither Purchaser nor Seller shall destroy or give up possession of any item referred to in Section 6.6.1 hereof without first offering to the other, the opportunity, at such other's expense (but without any other payment), to obtain the same. Thereafter each party shall be free to dispose of such items as it deems fit.
Without limiting the generality of any other clause in this Agreement, we may terminate The Customers Service immediately by notice in writing if:
Without limiting the generality of Section 3.6.1, the Company and each of the Company Subsidiaries, except as has not had, individually or in the aggregate, a Company Material Adverse Effect: (i) has conducted its business in compliance with all applicable Laws, including the Xxxxxxxx-Xxxxx Act of 2002, Sections 23A and 23B of the Federal Reserve Act and Federal Reserve Regulation W, the Equal Credit Opportunity Act, the Foreign Corrupt Practices Act, the Fair Credit Reporting Act, the Gramm Xxxxx Xxxxxx Act, the Fair Housing Act, the Community Reinvestment Act (the “CRA”), the Truth in Lending Act, the Home Mortgage Disclosure Act and all other applicable fair lending Laws (“Fair Lending Laws”) and other Laws relating to discriminatory or unfair and deceptive acts and practices, the USA PATRIOT Act and the Bank Secrecy Act, the requirements of the Office of Foreign Assets Control (“OFAC”) and all orders and requirements of applicable Governmental Authorities, including those referred to in Section 3.13, and has not received notice of any defaults or violations of any applicable Laws, any orders, decisions or settlements from or with any Governmental Authority, including the United States Department of Justice.
Without limiting the generality of Section 6.1, above, the PWHL may take any action not in conflict with any express provision of this Agreement, any SPA, or any applicable law in the exercise of its management rights. Such rights include, but are not limited to, establishing, enforcing, amending, implementing, or terminating competition manuals, operations manuals, or other rules, policies, guidelines, or practices, not in conflict with express provisions of this Agreement and subject to the obligation to give notice and an opportunity to discuss with the PWHLPA any policies, rules and rules changes, as set forth below, including, but not limited to, the establishment, termination, and definitions of and amendments to player classifications and categories; determining possible sources of PWHL players and rules and procedures governing their assignment to and between PWHL Teams; determining Roster composition, including the number of individuals within any classification or category; draft, trade, transfer, loan, and registration rules and processes; determining competition calendar dates (including, but not limited to, waiver dates and draft dates, Off-Season training, competitions, and tours); determining game format, including number of games and playing rules as set forth below; determining playoff format, including, but not limited to, the number of games, the number and identity of participating Teams, eligibility for Post-Season participation, Post-Season competition rules, All-Star Game format, if any, and Rosters; determining travel policies and conditions; collecting and tracking Player data and statistics; creating and modifying drug and alcohol polices, codes of conduct, and other disciplinary rules and procedures; creating, maintaining, eliminating, or revising bonuses and other League/Team awards; adding, subtracting, or relocating Teams; determining conditions, amenities, and location of play or practice facilities; determining on-ice equipment standards and uniforms and regulations relating thereto; establishing, maintaining, modifying, or discontinuing health and safety protocols (including, but not limited to, vaccination policies and other infectious disease protocols); capturing and determining the use of Performance Data and statistics, whether by wearable technology, sensors, or any other means; and determining Player and Team salary budgets, if any. The League may use Performance Data for promotional purposes as agreed upon herein and/or in licensed products or for...
Without limiting the generality of the provisions of this Clause, the Lessee shall fully indemnify, hold harmless and defend DOT from and against any and all damages which DOT may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to any material, information, design or process used by the Lessee or by the Lessee's Contractors in performing the Lessee’s obligations or in any way incorporated in or related to the Project. If in any such suit, claim or proceedings, a temporary restraint order or preliminary injunction is granted, the Lessee shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the suspension of the injunction or restraint order. If, in any such suit claim or proceedings, the Project, or any part, thereof or comprised therein is held to constitute an infringement and its use is permanently injuncted, the Lessee shall promptly make every reasonable effort to secure for DOT a license, at no cost to DOT, authorising continued use of the infringing work. If the Lessee is unable to secure such license within a reasonable time, the Lessee shall, at its own expense and without impairing the specifications and standards either replace the affected work, or part, or process thereof with non-infringing work or parts or process, or modify the same so that it becomes non-infringing.
Without limiting the generality of Section 11.1.1, Buyer (or its appropriate foreign affiliate) shall make a bona fide offer of employment complying with Section 11.1.1 to each Employee who is employed outside the United States (the "Foreign Employees"). If either as a result of any Foreign Employee's non-acceptance of such offer of employment, or as a result of Buyer's failure, effective as of the Closing Date, to establish and qualify or register with applicable regulatory authorities employee benefit plans for, or to extend existing Buyer employee benefit plans, programs, policies and arrangements to, the Foreign Employees which are in accordance with local Law and which provide benefits to the Foreign Employees on terms and conditions which are substantially similar in the aggregate to those provided to Foreign Employees by Seller or its Affiliates immediately prior to the Closing Date, such Foreign Employees shall be entitled to receive any severance, redundancy, termination, payment in lieu of notice, indemnity or other payments, then whichever of Seller or Buyer shall be responsible for such liability under local Law shall be responsible for and pay such liability. Notwithstanding the foregoing, if any Foreign Employee situated in Belgium shall, prior to the Closing Date, provide a written notice of resignation to Seller, then Buyer shall not be liable for any such severance or other payments to such Foreign Employee.
