Without limiting Section 2. 4(a), Seller shall use Commercially Reasonable Efforts to submit, on or before ninety (90) Days after the Effective Date, this Agreement with each and every Governmental Authority from which it must obtain a Governmental Approval in order to enter into this Agreement or to perform its obligations hereunder and request that such Governmental Authority provide such Governmental Approval, without modification or conditions, without suspension, and with service hereunder to be effective no later than the Delivery Term Commencement Date.
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. 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:
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. 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.
Without limiting Section 2. 4(a), Seller shall use Commercially Reasonable Efforts to submit, on or before ninety (90) Days after the Effective Date, this Agreement with each and every Governmental Authority from which it must obtain a Governmental Approval in order to enter into this Agreement or to perform its obligations hereunder and request that such 34 NTD: If Seller has an Environmental Assessment acceptable to Buyer at the Effective Date, this condition precedent shall be changed to: “on or before [ ], Seller shall have provided to Buyer a bringdown of the Environmental Assessment from the same consultant that issued such Environmental Assessment, which (i) shows no new environmental conditions with respect to the Facility and the Facility Site beyond those identified in the original Environmental Assessment and (ii) is dated no more than one hundred eighty (180) days prior to the Delivery Term Commencement Date.” 35 NTD: Adjust to divide Section 2.3(b)(iii) between Seller and Buyer if the Facility is external to MISO and it is necessary for Buyer to enter into an agreement or arrangement for NITS to accommodate Full Deliverability. Governmental Authority provide such Governmental Approval, without modification or conditions, without suspension, and with service hereunder to be effective no later than the Delivery Term Commencement Date.
Without limiting Section 2. 10.1, the review and approval by Owner of any Subcontractor shall not constitute any approval of the Services undertaken or performed by any such Person or in any way relieve Contractor of its responsibilities and obligations under this Agreement. As between Owner and Contractor, Contractor shall be solely responsible for the acts, omissions and defaults of the Subcontractors and any other Contractor Responsible Party (with the acts, omissions and defaults of the Contractor Responsible Party being deemed attributed to Contractor). Without limiting the foregoing, Contractor shall cause each of the Subcontractors to comply with the requirements of this Agreement that are applicable to such Subcontractor’s work as if such Subcontractor were Contractor hereunder. For the avoidance of doubt, this Section 2.10.2 shall apply whether or not this Agreement, in any particular provision, expressly refers to “Contractor and the Subcontractors” (or similar phrase) or just “Contractor.” Nothing in this Agreement shall be construed to impose on Owner any obligation, liability or duty to a Subcontractor or any other Contractor Responsible Party, or to create any contractual or other (including employer-employee) relationship between any such Contractor Responsible Party and Owner, including any obligation to pay or to see to the payment of any moneys due any such Contractor Responsible Party. No Subcontractor or any other Contractor Responsible Party is intended to be nor shall be deemed a third-party beneficiary of this Agreement.
