Except for Clause Samples
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Except for. (i) agreements explicitly contemplated hereby; (ii) option agreements and stock purchase agreements with employees, directors and consultants in the Company’s service (including all exhibits to such option and stock purchase agreements); (iii) offer letters of employment with the Company’s employees and similar letters and/or agreements with other service providers to the Company; and (iv) agreements set forth under Section 2.6(b) of the Schedule of Exceptions, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, or holders of the Company’s outstanding capital stock or any affiliate thereof, including, without limitation, spouses, or family members of any such officer, director or holders of such outstanding capital stock.
Except for. Paragraph 14.4 of the Master Lease that is incorporated by reference hereinabove; · the following Paragraphs of the Master Lease (which are not incorporated into this Sublease): 1.12, 1.15, 2.6, 3.1, 3.4, 11.1, 13.3, 13.4, 23.1, 24.1(d), 27.1, 35.2, 35.24(a), and 35.24(b); and · the following Articles of the Master Lease (which are not incorporated into this Sublease): 4, 5, 8, 12, 15, 16, 18, 19, 21, 33, and 34; and to the extent not otherwise inconsistent with the agreements and understandings expressed in this Sublease or applicable only to the original parties to the Master Lease, the provisions of the Master Lease are hereby incorporated herein by reference subject to the following understandings:
a) Subtenant shall pay any real estate taxes, personal property taxes, and property insurance on its alterations, trade fixtures, and personal property that are not included in the Rent.
b) The term “Tenant” as used therein shall refer to Subtenant.
Except for. (i) the obligations assumed by the Parties (as applicable) under Sections 9.1 and 9.2; (ii) any breach by any party of its obligations under Section 10.2; (iii) any breach by any Party of another Party's intellectual property rights; or
Except for. CARRIER’s liability under Par 1.E, unless otherwise agreed in writing, the Parties’ indemnity obligations shall be subject to the insurance coverage and monetary insurance limits referred to in Subp. 3. D.
Except for. 1. Those who have formal responsibility for evaluating other employees and making written recommendations concerning the employment status of other employees in the District; Or
2. Those who are routinely required to deal with confidential labor relations materials and in the normal course of their duties may obtain advance information of the District’s position with regard to contract negotiations, the disposition of grievances and other labor relations matters. District agrees to notify the Association of the positions involved in confidential labor relations annually.
Except for. Article 13.1.1, the liability of the Parties under or in connection with this Contract, whether arising from negligence, breach of the Contract or any other obligation or duty, shall in no case exceed an amount equal to the Contract price 50,000 EURO (Fifty Thousand EURO), per event or series of connected events.
Except for. (i) the filing of the Articles of Amendment with the appropriate authorities and pursuant to the laws of the State of Florida, and (ii) the requirement to obtain the Stockholder Approval which in any case shall be required to have occurred subsequent to the Closing, the execution and delivery of this Agreement by Qorus does not, and the performance of its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which Qorus is qualified to do business, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Qorus, or prevent consummation of the Transaction or otherwise prevent the parties hereto from performing their obligations under this Agreement.
Except for. (i) the order of the Commission making the Registration Statement effective,
(ii) permits and similar authorizations required under the securities or blue sky laws of any jurisdiction,
(iii) the Restructuring Order, and
(iv) the Financing Order and all filings required thereunder, no consent, approval, authorization or other order of any governmental authority is legally required for the execution, delivery and performance of this Underwriting Agreement by the Issuer and the Company and the consummation of the transactions contemplated hereby.
Except for. (i) the filing of the Certificate of Designations with the appropriate authorities and pursuant to the laws of the State of Delaware, (ii) the filing of the articles of merger with the appropriate authorities and pursuant to the laws of the State of Delaware and the State of Nevada, and (iii) the requirement to obtain the Stockholder Approval which in any case shall be required to have occurred subsequent to the Closing, the execution and delivery of this Agreement by Parent does not, and the performance of its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which Parent is qualified to do business, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent, or prevent consummation of the Transaction or otherwise prevent the parties hereto from performing their obligations under this Agreement.
Except for. (i) this Note and the other Securities; (ii) the conversion privileges of the Preferred Stock; (iii) the rights provided pursuant to the Amended and Restated Investors’ Rights Agreement, dated as of April 26, 2011 (the “Rights Agreement”), the Amended and Restated Voting Agreement, dated as of October 13, 2011, and the Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of April 26, 2011 (each as may be amended from time to time); (iv) the shares reserved for issuance pursuant to the 2006 Stock Plan as described above; (v) the warrants to purchase up to 145,180 shares of Series A Preferred Stock and up to 77,169 shares of Series B Preferred Stock; (vi) the shares of Preferred Stock reserved for issuance upon conversion of those certain subordinated convertible promissory notes, issued by the Company pursuant to the Note and Warrant Purchase Agreement, dated as of November 1, 2012, by and among the Company and the investors party thereto (the “2012 Note and Warrant Purchase Agreement”) (and the shares of Common Stock issuable upon conversion of such shares of Preferred Stock); and (vii) the shares of Preferred Stock reserved for issuance upon the exercise of those certain warrants to purchase shares, issued by the Company pursuant to the 2012 Note and Warrant Purchase Agreement (and the shares of Common Stock issuable upon conversion of such shares of Preferred Stock), respectively, there are no options, warrants or other rights (including conversion or preemptive rights and rights of first refusal or similar rights) to purchase any of the Company’s authorized and unissued capital stock.