Notwithstanding Sections 4. 8.1 and 4.8.2, the gain(s) for Canadian Tax Purposes realized by the Partnership on the disposition of the common shares of Brookfield Infrastructure Holdings (Canada) Inc. (the “CanHoldco Shares”) for any given fiscal year of the Partnership, in an aggregate amount equal to the amount of accrued gain on the CanHoldco Shares on the date of the transfer of the CanHoldco Shares to the Partnership in connection with the Reorganization computed in accordance with the Income Tax Act, will be allocated to the Initial Limited Partner (or to the Initial Limited Partner and any member of the BAM Group to which the Initial Limited Partner assigns any Partnership Interests in proportion to their respective holdings of the aggregate Partnership Interests held by them at the time of the disposition of the CanHoldco Shares or to the general partner of the Partnership if the general partner is a member of the BAM Group at the time of allocation and no other members of the BAM Group hold any Partnership Interests of the Partnership at such time); provided, however, that any such gain(s) that exceed in the aggregate the amount of accrued gain on the CanHoldco Shares on the date of the transfer of the CanHoldco Shares to the Partnership in connection with the Reorganization will be allocated in accordance with Sections 4.8.1 and 4.8.2.
Notwithstanding Sections 4. 3C and 4.3D, the Partnership shall adopt the daily proration method of allocating Profit and Loss among persons who become Investors pursuant to a closing of the sale of the Units on or before the Termination Date of the Offering. Accordingly, each Investor shall be allocated Profit and Loss beginning on the date he is recognized on the books of the Partnership.
Notwithstanding Sections 4. 2.1 and 4.2.2 above, each Party to this Agreement shall not have breached any obligation under this Agreement if Confidential Information is disclosed to a third party when the Confidential Information:
Notwithstanding Sections 4. 2.1 and 4.2.2 above, each Party to this Agreement shall not have breached any obligation under this Agreement if Confidential Information is disclosed to a third party when the Confidential Information: (a) was in the public domain at the time of such disclosure or is subsequently made available to the public consistent with the terms of this Agreement; or (b) had been received by either Party at the time of disclosure through other means without restriction on its use, or had been independently developed by either Party as shown through documentation; or (c) is subsequently disclosed to either Party by a third party without restriction on use and without breach of any agreement or legal duty; or (d) subject to the provisions of Section 4.2.2, is used or disclosed pursuant to statutory duty or an order, subpoena or other lawful process issued by a court or other governmental authority of competent jurisdiction.
Notwithstanding Sections 4. 1 and 4.2, (i) SatCon may disclose SatCon Confidential Information to a third party when such disclosure is, in SatCon's reasonable business judgment, necessary for its business outside the FES Field; (ii) Licensee may disclose SatCon Confidential Information to a third party when such disclosure is, in Licensee's reasonable business judgment, necessary for its business in the FES Field; (iii) a party shall not be required to maintain the confidentiality of any information that (a) is or becomes public or available to the general public otherwise than through any act or default of such party or (b) is received by such party from a third party who has no obligation to maintain the confidentiality of such information; and (iv) a party may disclose SatCon Confidential Information to the extent required by a court or other governmental authority, provided that (a) the party gives the other party reasonable notice of the disclosure, (b) the party uses reasonable efforts to resist disclosing the SatCon Confidential Information, and (c) the party cooperates with the other party on request to obtain a protective order or otherwise limit the disclosure.
Notwithstanding Sections 4. 1.1 though 4.1.4 above, upon execution of the January 1, 2012 through December 31, 2014 agreement, full-time officers shall continue to work an 80-hour bi-weekly Monday through Sunday work schedule of twenty-four hours the first week and fifty-six hours the second week, with all hours in excess of 80 hours per the below bi-weekly schedule to be paid for at the rate of time and one-half. The day shift for Monday shall be twelve hours long. Typically, said shift shall run from 7A to 7P. The night shift for Monday shall be ten hours long. Typically, said shift shall run from 5P to 3A. The day shift for Tuesday shall be twelve hours long. Typically, said shift shall run from 7A to 7P. The night shift for Tuesday shall be ten hours long. Typically, said shift shall run from 5P to 3A. The day shift for Wednesday shall be twelve hours long. Typically, said shift shall run from 7A to 7P. The night shift for Wednesday shall be twelve hours long. Typically, said shift shall run from 3P to 3A. The day shift for Thursday shall be twelve hours long. Typically, said shift shall run from 7A to 7P. The night shift for Thursday shall be twelve hours long. Typically, said shift shall run from 3P to 3A. (2015-2017) The day shift for Friday shall be twelve hours long. Typically, said shift shall run from 7A to 7P. The night shift for Friday shall be twelve hours long. Typically, said shift shall run from 3P to 3A. The day shift for Saturday shall be twelve hours long. Typically, said shift shall run from 7A to 7P. The night shift for Saturday shall be ten hours long. Typically, said shift shall run from 5P to 3A. The day shift for Sunday shall be twelve hours long. Typically, said shift shall run from 7A to 7P. The night shift for Sunday shall be ten hours long. Typically, said shift shall run from 5P to 3A. Should exigent situations arise, the Chief will have the flexibility to temporarily adjust start times. The manner in which officers currently rotate shall remain in effect.
Notwithstanding Sections 4. 02 and 4.03 hereof, after the occurrence and during the continuation of an Event of Default, (i) the Class B Noteholders shall not be permitted to give or direct the giving of a Default Notice or to exercise any remedy in respect of such Event of Default until all interest and principal on the Class A Notes have been paid in full, (ii) the Class C Noteholders shall not be permitted to give a Default Notice or to exercise any remedy in respect of such Event of Default until all interest and principal on the Class A Notes and the Class B Notes have been paid in full, (iii) the Class D Noteholders shall not be permitted to give a Default Notice or to exercise any remedy in respect of such Event of Default until all interest and principal on the Class A Notes, the Class B Notes and the Class C Notes have been paid in full and (iv) the Class E Noteholders shall not be permitted to give a Default Notice or to exercise any remedy in respect of such Event of Default until all interest and principal on the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes have been paid in full.
Notwithstanding Sections 4. 1(a)(2) and 4.1(a)(3), (x) any Restricted Subsidiary (other than a Receivables Entity) may consolidate with, merge into or transfer all or part of its properties and assets to the Company and (y) the Company may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction; provided that, in the case of a Restricted Subsidiary that merges into the Company, the Company will not be required to comply with Section 4.1(a)(5).
Notwithstanding Sections 4. 5.1 and 4.5.2 above, the Parties’ designated Account Managers may jointly recommend approval of modifications, amendments or alterations to Minor Administrative Manual Practices or Procedures, which recommendations, if adopted, will take immediate effect; provided, however, that such modifications, amendments or alterations cannot and shall not amend or waive any provision of this Agreement or any portion hereof and the effectiveness of such modifications, amendments or alterations may be suspended or nullified by the JSC at any time. For purposes of this Section 4.5, a “Minor Administrative Manual Practice or Procedure” change shall mean a change that does not (i) significantly alter the existing work flow currently in process (i.e. the change does not have any impact on the productivity and average handling time of the process), (ii) alter existing technology currently deployed for the process, and (iii) have any impact on the number of resources (agents and/ or supervisors) required to run the process after the change—including additional resources that may be required to manage any associated regulatory or compliance related requirements that may be a result of such change. In addition, for the sake of clarity, operationally, a Minor Administrative Manual Practice or Procedure change should result in simple dissemination of information to Provider Personnel by either the supervisors and/ or trainers on the process floor, and should not require more than one (1) hour of additional training of such Provider Personnel.
Notwithstanding Sections 4. 8.1 and 4.8.2, in respect of the gain(s) for Canadian Tax Purposes realized by the Partnership on the disposition of the common shares of CanHoldco (the “CanHoldco Shares”) or any property substituted therefor for any given fiscal year of the Partnership, the lesser of: (i) the amount of the gain (if any) and (ii) the Initial Aggregate Gain less any amounts previously allocated pursuant to this Section 4.8.3 (taking into account such changes in the CanHoldco Shares or any property substituted therefor if any so as to trace the accrued gains to the original CanHoldco Shares), shall be allocated as follows: [A&R LP AGR_BRELP]
