Subject to Section 8. 10 (d), the percentage increase for the inflation adjustment pursuant to this Section 8.10 is determined as at March 1 each year and the amount paid shall be the greater of (i) and (ii) as follows:
Subject to Section 8. 1 of the GTCs and otherwise notwithstanding anything to the contrary in this Agreement, the Parties agree that: (a) with regard to any liability arising prior to the Commencement Date, Operator and its affiliate’s total aggregate liability to Customer Group under this Agreement and the T&D Agreement shall be limited to $100,000,000; and (b) with regard to any liability arising on or after the Commencement Date, Operator and its affiliate’s total aggregate liability to Customer Group under this Agreement and the T&D Agreement shall be limited to $55,000,000; provided that the foregoing limitations shall not apply to any third party Claim under or pursuant to Section 7.1 of the GTCs.
Subject to Section 8. 2.1.2, the Manager, in its sole discretion, may exempt (prospectively or retroactively) a Person from the Aggregate Ownership Limit and/or the Common Share Ownership Limit, as the case may be, and may establish or increase an Excepted Holder Limit for such Person if the Manager determines, based on such representations and undertakings as it may require, that:
Subject to Section 8. 1.1, the Standard Contractual Clauses apply to (i) the legal entity that has executed the Agreement and is the Data Exporter and, (ii) all Affiliates (as defined in the Agreement) of Customer established within the EEA and Switzerland or the United Kingdom that have licensed the Service. For the purpose of the Standard Contractual Clauses and this Section 7, the aforementioned entities shall be deemed “Data Exporters”.
Subject to Section 8. 2.1 and Section 17.7, Developer shall Complete development of the Improvements and the Project in accordance with the time periods set forth in the Schedule of Performance and in all events, on or before the dates set forth for Completion of the Project set forth in the Schedule of Performance.
Subject to Section 8. 4(f), the Borrower agrees to indemnify each Lender and the Administrative Agent for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section) that are payable or paid by such Lender or the Administrative Agent (as the case may be) and any reasonable and invoiced out-of-pocket expenses arising therefrom or with respect thereto; provided, however, that the Borrower shall not be required to indemnify any Lender or the Administrative Agent under this Section 8.4 for any liability arising as a result of such Lender’s or Administrative Agent’s willful misconduct or gross negligence. This indemnification shall be paid within 30 days after such Lender or the Administrative Agent (as the case may be) makes written demand therefor (which demand shall identify the nature and the amount of Taxes and Other Taxes for which indemnification is being sought).
Subject to Section 8. 3.2, a Buyer Indemnified Party may make an Indemnity Claim under Section 8.1.1.1 or 8.1.2.1 only if an Indemnity Notice of that Indemnity Claim is delivered to the relevant Indemnifying Party within 18 months after the Closing Date.
Subject to Section 8. 4.1 of this Agreement, each Co-op Advertising Region will decide as to the usage of funds available to it for media time, production of media materials, whether for radio, television, newspapers or Restaurant level materials such as flyers, or posters, or for any other type of advertising or marketing use, and then such Co-op Advertising Region shall in writing request approval from Franchisor to use said funds in said manner. Franchisor shall not withhold approval unreasonably, but no placement of advertising or commitment of advertising funds on behalf of a Co-op Advertising Region will be made without Franchisor’s prior written approval. Franchisor reserves the right to establish general standards concerning the operation of the Co-op Advertising Region, advertising agencies retained by Co-op Advertising Region, and advertising programs conducted by Co-op Advertising Region. Any disputes (other than pricing) arising among or between Franchisee, other franchisees, and/or the Co-op Advertising Region may be resolved by Franchisor whose decision shall be final and binding on all parties. No Co-op Advertising Region may appoint or pay from the funds collected by the Co-op Advertising Region fees or costs of any advertising agency or buying group without the prior written permission of Franchisor.
Subject to Section 8. 4, from and after the Effective Time any term of this Agreement may be amended only with the written consent of Autobytel, the Surviving Corporation, and the Majority Holders.
Subject to Section 8. 1.3, all media releases, public announcements, and public disclosures by either Party relating to the existence or subject matter of this Agreement, including promotional or marketing material, but not including announcements intended solely for internal distribution or disclosures to the extent required to meet legal or regulatory requirements, shall be coordinated with and subject to approval by Customer and Provider prior to release. The Parties agree that the Customer shall make the relevant legal, regulatory and contractual disclosures and filings in relation to this Agreement and the transaction contemplated thereby within the prescribed timelines.
