Subject to Sections Sample Clauses
The 'Subject to Sections' clause establishes that the terms or obligations described in a particular section of an agreement are governed or limited by the provisions of other specified sections. In practice, this means that the rights or duties set out in one part of the contract may be overridden, modified, or conditioned by the rules in another section, such as exceptions, limitations, or special procedures. This clause ensures that the contract is interpreted as a cohesive whole and helps prevent conflicts or ambiguities between different parts of the agreement by clarifying which provisions take precedence.
Subject to Sections.Ìý6.1 and 6.2, the Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions for the Code, and that it will maintain such treatment, and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis of believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company will bear all costs, expenses (including but not limited to reasonable legal fees) in connection with any issue arising under this Section 6.3.
Subject to Sections.Ìý2.1 and 2.7 hereof, the option granted hereunder shall vest in the Participant in the following manner:
(a) one-quarter of the option on the first anniversary of the day immediately preceding the date hereof, being August 1, 1995;
(b) one-quarter of the option on the second anniversary of the day immediately preceding the date hereof, being August 1, 1996;
(c) one-quarter of the option on the third anniversary of the day immediately preceding the date hereof, being August 1, 1997; and
(d) one-quarter of the option on the fourth anniversary of the day immediately preceding the date hereof, being August 1, 1998; and, except as provided by Section 6.1, the Participant shall only be entitled to exercise this option in the amounts set out above and from and after the dates so specified.
Subject to Sections.Ìý16.5 and 16.6 any Disputes shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by a panel of three arbitrators appointed in accordance with the said Rules, save that the third arbitrator, who will act as president of the arbitral tribunal, shall not be appointed by the International Court of Arbitration, but by the two arbitrators which have been appointed by either of the Parties in accordance with Article 12 para 4 of said Rules.
Subject to Sections.Ìý16.1, this Agreement, and each of the Partiesâ€� respective rights and obligations hereunder, shall be binding upon and shall inure to the benefit of the parties hereto and each of their respective permitted successors and assigns.
Subject to Sections.Ìý18.1(a) and (b), Owner may assign all of its rights, title and interest in and to or arising out of or in connection with this EPC Contract as security for financing of the Project for benefit of Lender(s), provided, however, that any such assignment shall not relieve Owner of any obligation hereunder.
Subject to Sections.Ìý8.3 and 8.6.1 hereof, after the Closing, Seller Parties shall jointly and severally indemnify and hold harmless Buyer Parties and their respective Affiliates and their respective officers, directors and employees (each a â€�Buyer Indemnified Partyâ€� and together, the â€�Buyer Indemnified Partiesâ€�), from and against any and all Losses arising from or relating to: (i) any breach of any representation or warranty of Seller Parties contained in this Agreement or the Specified Diversified Loan Sale Agreement (without giving effect to any materiality qualifier contained herein or therein); (ii) any breach of any covenants of Seller Parties contained in this Agreement or the Specified Diversified Loan Sale Agreement; or (iii) any Excluded Obligation arising from this Agreement or the Specified Diversified Loan Sale Agreement. Except as otherwise provided in this Agreement, Seller Parties shall also indemnify and hold harmless the Buyer Indemnified Parties for all Taxes with respect to the Loan Portfolio in this Agreement or the Specified Diversified Loan Sale Agreement for any taxable period ending on or prior to the Closing. For the avoidance of doubt (and notwithstanding anything otherwise provided herein), the Parties acknowledge and agree that it is the intent of the Parties that Buyer shall assume all credit risk associated with the Acquired Loans. Accordingly, Seller shall have no indemnification obligation hereunder if Buyer is (a) unable to collect from an Obligor of an Acquired Loan or (b) otherwise unable to enforce the terms of an Acquired Loan against an Obligor thereunder; provided, in either case, that Buyer's inability did not result from Seller's breach of a covenant, representation or warranty made by Seller in this Agreement.
Subject to SectionsÌýand 3.2.4 below, during the Demand Period any Holder or combination of Holders (the "Demanding Shareholders") owning 50% or more of the Registrable Securities may deliver to the Client a written request (a "Demand Registration Request") that the Client register any or all of such Demanding Shareholders' Registrable Shares.
Subject to Sections.Ìý6.1 and 6.2, the Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Code, and that it will maintain such treatment, and that it will notify the Trust and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a â€�modified endowment contractâ€� as that term is defined in Section 7702A of the Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.
Subject to Sections.Ìý4.2 and 6 hereof and to the Plan, the Option shall vest and become exercisable as follows:
Subject to Sections.Ìý8.1 and 8.2, Seller agrees to indemnify, defend, and hold harmless Purchaser and their respective Affiliates and directors, officers, partners, employees, agents, and representatives from and against any and all Indemnifiable Losses to the extent relating to, resulting from, or arising out of:
(a) any breach of representation or warranty of Seller under the terms of this Agreement and any certificate or other document delivered pursuant hereto;
(b) any breach or nonfulfillment of any agreement or covenant of Seller under the terms of this Agreement;
(c) any Retained Liabilities;
(d) the conduct of the Business or any portion thereof or the use or ownership of any of the Purchased Assets prior to or on the Closing Date, other than the Assumed Liabilities.