Notwithstanding the foregoing, definition

Notwithstanding the foregoing,. Indemnifiable Tax" also means any Tax imposed in respect of payment under this Agreement by reason of a Change in Tax Law by a government or taxing authority of a Relevant Jurisdiction with respect to the party making such payment, unless the other party is incorporated, organized, managed and controlled or considered to have its seat in such jurisdiction, or is acting for purposes of this Agreement through a branch office located in such jurisdiction."
Notwithstanding the foregoing,. (i) each Interest Period which would otherwise end on a day which is not a Business Day shall end on the next succeeding Business Day (or, in the case of an Interest Period for Eurodollar Loans, if such next succeeding Business Day falls in the next succeeding calendar month, on the next preceding Business Day); (ii) no Interest Period applicable to any Eurodollar Loan or any Competitive Loan shall extend beyond the end of the scheduled Revolving Credit Availability Period, and (iii) no Interest Period for any Eurodollar Loans shall have a duration of less than one month and, if the Interest Period therefor would otherwise be a shorter period, such Loans shall not be available hereunder."
Notwithstanding the foregoing, except with respect to Razor & Tie Music, L.L.C. and the first Xxxxxxx Xxxxx album and first Siberia album of Necessary Records, and except with respect to Wonder Workshop's sales to religious stores and sales for re-sale through gift shops and specialty markets, if, during the term of the Distribution Agreement, the Company intends to acquire an interest in a third party label ("Proposed Acquired Label") or U.S.A. distribution rights in a third party label ("Proposed Distributed Label"), and if the U.S.A. distribution rights through normal retail distribution channels for the Proposed Acquired Label or Proposed Distributed Label, as applicable, are not available to be included in the Distribution Agreement, you can elect that the Company shall not acquire the interest in the Proposed Acquired Label or not obtain the distribution rights in the Proposed Distributed Label, and the Company will be bound by your election, unless your First Payment referred to in paragraph 3(c) is not paid on or before November 15, 1996 or your Second Payment is not paid on or before April 10, 1997. Before the Company obtains an interest in a Proposed Acquired Label or U.S.A. distribution rights in a Proposed Distributed Label, the Company will give you written notice if the U.S.A. distribution rights through normal retail distribution channels are not to be included in the Distribution Agreement and, provided that you have not failed or declined to pay the First Payment or Second Payment, you shall have ten (10) business days to give the Company written notice of your "veto" of that deal for failure to include such U.S.A. distribution rights under the Distribution Agreement. In the event such "veto" is duly made by you, the Company will decline to make the Proposed Acquired Label deal or Proposed Distributed Label deal, as applicable. Nothing herein contained shall prevent the Company from contracting for an option to make a Proposed Acquired Label deal or Proposed Distributed Label deal, but the Company may not exercise its option if you have duly exercised your "veto power" over that deal in accordance with this paragraph.

Examples of Notwithstanding the foregoing, in a sentence

  • Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.

  • Notwithstanding the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer of Warrants on and after the Detachment Date.

  • Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

  • Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the Registered Holders.

  • Notwithstanding the foregoing, in the event that TIPS is made aware of any pricing being offered to eligible entities that is materially inconsistent with the pricing under this agreement, TIPS shall have the ability to conduct the audit internally or may engage a third- party auditing firm to investigate any possible non- compliant conduct or may terminate the Agreement according to the terms of this Agreement.

  • Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be prohibited or unenforceable in such jurisdiction while, at the same time, maintaining the intent of the parties, it shall, as to such jurisdiction, be so narrowly drawn without invalidating the remaining provisions of this DPA or affecting the validity or enforceability of such provision in any other jurisdiction.

  • Notwithstanding the foregoing, such prior written consent of an assignment of a contract let pursuant to Article XI of the State Finance Law may be waived at the discretion of the contracting agency and with the concurrence of the State Comptroller where the original contract was subject to the State Comptroller’s approval, where the assignment is due to a reorganization, merger or consolidation of the Contractor’s business entity or enterprise.

  • Notwithstanding the foregoing, if any portion of this Note is converted as aforesaid, the Holder may not transfer this Note unless the Holder first physically surrenders this Note to the Borrower, whereupon the Borrower will forthwith issue and deliver upon the order of the Holder a new Note of like tenor, registered as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid principal amount of this Note.

  • Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum.

  • Notwithstanding the foregoing, the Company has not disclosed to the Buyer any material nonpublic information and will not disclose such information unless such information is disclosed to the public prior to or promptly following such disclosure to the Buyer.

Related to Notwithstanding the foregoing,

  • Detrimental Activity means any of the following: (i) unauthorized disclosure of any confidential or proprietary information of any member of the Company Group; (ii) any activity that would be grounds to terminate the Participant’s employment or service with the Service Recipient for Cause; (iii) a breach by the Participant of any restrictive covenant by which such Participant is bound, including, without limitation, any covenant not to compete or not to solicit, in any agreement with any member of the Company Group; or (iv) fraud or conduct contributing to any financial restatements or irregularities, as determined by the Committee in its sole discretion.

  • sentence means the sanction or combination of sanctions imposed by the sentencing court on an offender who is convicted of or pleads guilty to an offense.

  • Outside Activity means any private practice, private consulting, additional teaching or research, or other activity, compensated or uncompensated, which is not part of the employee's assigned duties and for which the University has provided no compensation.

  • Change in the Control means any change in any person(s) who directly exercise effective control over the Grantee.

  • Expense Limit means the percentage of a Fund’s average annual net assets (on an annualized basis) set forth below. The Adviser agrees to waive advisory fees and, to the extent necessary, reimburse other expenses of the Fund, in an amount equal to the amount by which the Expenses of such Fund exceed the Expense Limit for such Fund set forth in the table below. The Expense Limit for each of the Funds indicated below for the purposes of this Appendix shall be as follows: Expiration Date of Fund Annual Expense Limit Expense Limit None APPENDIX C Class Level Contractual Expense Limitations For purposes of this Appendix:

  • (a) DEFINITION.—In this section, the term covered base closure area' means a base closure area that, on or before the date of enactment of this Act [Jan. 2, 2013], was treated as a HUBZone for purposes of the Small Business Act (15 U.S.C. 631 et seq.) pursuant to section 152(a)(2) of the Small Business Reauthorization and Manufacturing Assistance Act of 2004 [Pub. L. 108–447] (15 U.S.C. 632 note).

  • Event shall have the meaning set forth in Section 2(d).

  • Restriction Termination Date means the first day after the Commencement of the Initial Public Offering on which the Company determines pursuant to Section 7.4 that it is no longer in the best interests of the Company to attempt to, or continue to, qualify as a REIT or that compliance with the restrictions and limitations on Beneficial Ownership, Constructive Ownership and Transfers of Shares set forth herein is no longer required in order for the Company to qualify as a REIT.

  • IF means Platts Inside FERC;

  • That (a) subject to paragraph 5A(c), the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company or securities convertible into such shares or warrants or similar rights to subscribe for any shares in the Company and to make or grant offers, agreements and options which might require the exercise of such power be and is hereby generally and unconditionally approved;

  • Permitted Transfer means the conveyance, sale, lease, transfer or disposition by Borrower or any Subsidiary of:

  • Nothing herein shall be construed to require the Trust to accept any offer to purchase any Trust Interests, all of which shall be subject to approval by the Board of Trustees.

  • This means we liquidate purchase payments in the order they were made: the oldest unliquidated purchase payment first, the next oldest unliquidated purchase payment second, etc., until all purchase payments have been liquidated. The surrender charge as to any liquidated purchase payment is determined by multiplying the amount of the purchase payment being liquidated by the applicable percentage shown in the Schedule. The total surrender charge will be the sum of the surrender charges for each purchase payment being liquidated. In a partial withdrawal, the surrender charge is deducted from the Account Value remaining after you are paid the amount requested. The amount requested from a Sub-Account may not exceed the value of that Sub-Account less any applicable surrender charge. In a complete withdrawal (or surrender of this Contract), it is deducted from the amount otherwise payable. CHARGES ------------------------------------------------------------------------------- The types and amounts of charges and when and how they are deducted are described in the Schedule. OWNER, ANNUITANT AND BENEFICIARY ------------------------------------------------------------------------------- THE OWNER - You are the Owner of this Contract. You have the rights and options described in this Contract, including but not limited to the right to receive the income payments beginning on the Income Date. One or more people may own this Contract. THE ANNUITANT - Unless another Annuitant is shown in the Schedule, you are also the Annuitant. You may name a Contingent Annuitant. You will be the Contingent Annuitant unless you name someone else. If there are joint Owners, we will treat the youngest Owner as the Contingent Annuitant, unless you elect otherwise. If you are not the Annuitant and the Annuitant dies before the Income Date, the Contingent Annuitant becomes the Annuitant. If the Annuitant dies and no Contingent Annuitant has been named, we will allow you sixty days to designate someone other than yourself as Annuitant. THE BENEFICIARY - We pay the death benefit to the primary Beneficiary (unless there are joint Owners in which case proceeds are payable to the surviving Owner). If the primary Beneficiary dies before the Owner, the death benefit is paid to the Contingent Beneficiary, if any. If there is no surviving Beneficiary, we pay the death benefit to the Owner's estate. One or more persons may be named as primary Beneficiary or Contingent Beneficiary. We will assume any death benefit is to be paid in equal shares to the multiple surviving Beneficiaries unless you specify otherwise. You have the right to change Beneficiaries. However, if you designate the primary Beneficiary as irrevocable, you may need the consent of that irrevocable Beneficiary to exercise the rights and options under this Contract.

  • (B) For purposes of subparagraph (A), the term ap- plicable interest rate’ means the interest rate which would be used (as of the date of the distribution) by the Pension Benefit Guaranty Corporation for purposes of determining the present value of a lump sum distribu- tion on plan termination.’’

  • Permitted Transfers means (a) Dispositions of inventory in the ordinary course of business; (b) Dispositions of property to the Borrower or any Subsidiary; provided, that if the transferor of such property is a Loan Party then the transferee thereof must be a Loan Party; (c) Dispositions of accounts receivable in connection with the collection or compromise thereof; (d) licenses, sublicenses, leases or subleases granted to others not interfering in any material respect with the business of the Borrower and its Subsidiaries; and (e) the sale or disposition of Cash Equivalents for fair market value.

  • Maximum horizontal acceleration in lithified earth material means the maximum expected horizontal acceleration depicted on a seismic hazard map, with a 90 percent or greater probability that the acceleration will not be exceeded in 250 years, or the maximum expected horizontal acceleration based on a site-specific seismic risk assessment.

  • For purposes of this Agreement fair market value" shall have the meaning ascribed to such term under the 1998 Plan; and "Target Bonus" shall mean the full amount of bonuses and/or performance compensation (other than Base Salary and awards under the 1998 Plan (including assumed awards granted under the 1987 Program and the 1997 Plan)) that would be payable to the Executive, assuming all performance criteria on which such bonus and/or performance compensation are based were deemed to be satisfied, in respect of services for the calendar year in which the date in question occurs.

  • (3) In this section relevant enactment” means—

  • Restricted Activity means directly or indirectly owning any interest in, managing, controlling, participating in, consulting with, rendering services for, or in any manner engaging in any business with any customer, supplier, competitor or other person having a business relation with the Company or any of its subsidiaries; provided however that the term "Restricted Activity" shall not include passive ownership of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of that corporation.

  • (8) In this section relevant authority” means the parking authority.”

  • (7) In this section devolved matters” means matters that—

  • (5) In this section relevant insurance enactment” means the Consumer Insurance (Disclosure and Representations) Act 2012 or Part 2 of the Insurance Act 2015.”

  • (9) In this section adoption agency in Wales” means an adoption agency that is—

  • determines or “determined” means a determination made in the absolute discretion of the person making the determination.

  • (4) In this section primary legislation” means—

  • (2) In this subsection, the term fundraising’ means