Notwithstanding Section 9 Sample Clauses
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Notwithstanding Section 9. 02(a), without the consent of each Holder affected thereby, no amendment or waiver may:
(i) change the Stated Maturity of the principal of, or any installment of interest on, any Note;
(ii) reduce the principal amount of, or premium, if any, or interest on, any Note;
(iii) change the place of payment of principal of, or premium, if any, or interest on, any Note;
(iv) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note;
(v) reduce the above-stated percentages of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture;
(vi) waive a default in the payment of principal of, premium, if any, or interest on the Notes (except a rescission of the declaration of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes then outstanding and a waiver of the payment default that resulted from such acceleration, so long as all other existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived);
(vii) voluntarily release a Guarantor of the Notes, except as permitted by this Indenture;
(viii) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary, pursuant to Sections 6.02 and 6.04, for waiver of compliance with certain provisions of this Indenture or for waiver of certain defaults; or
(ix) modify or change any provisions of this Indenture affecting the ranking of the Notes as to right of payment or any Guaranty thereof in any manner adverse to the Holders of the Notes.
Notwithstanding Section 9. 1(a), from and after the Effective Time, with respect to any Liability accrued and/or incurred by Chemours or its predecessors prior to the Effective Time relating to the matters set forth on Schedule 9.1(b), DuPont shall, at its sole discretion, provide Chemours with access to, and, if and to the extent determined by DuPont in its sole discretion, Chemours and DuPont may jointly make claims under, Company Policies if and solely to the extent that the terms of such policies provide for such coverage to Chemours or its predecessors with respect to any Chemours Liabilities accrued and/or incurred prior to the Effective Time, and subject to the terms and conditions of such insurance policies, including any limits on coverage or scope, any deductibles and other fees and expenses, and subject to the following additional conditions:
(i) Chemours shall inform DuPont of any potential claim under any of the Company Policies with regard to any Chemours Liability set forth on Schedule 9.1(b) and DuPont shall determine whether and at what time to report any such claims under such Company Policies directly to the applicable insurance company, and to submit a claim for coverage thereunder, and DuPont shall provide a copy of all such claim reports and submissions to Chemours; provided, that with respect to any such claims, Chemours shall provide DuPont with the information regarding the claims and provide recommendations with regard to the reporting and submission of such claims, and DuPont shall consult with Chemours with regard to the timing thereof;
(ii) If and to the extent that Chemours is the sole entity recovering insurance proceeds under one or more of the Company Policies in respect of a particular claim for coverage, Chemours shall exclusively bear and be responsible for (and DuPont shall have no obligation to repay or reimburse Chemours for) and pay the applicable insurers as required under the applicable Company Policies for any and all costs as a result of having access to, or making claims under, such Policies, including any amounts of deductibles and self-insured retention associated with such claims, claim handling and administrative costs, Taxes, surcharges, state assessments, reinsurance costs, and other related costs, relating to all open, closed, re-opened claims covered by the applicable Policies, whether such claims are made by Chemours, its employees or third parties, and Chemours shall indemnify, hold harmless and reimburse DuPont for any such amo...
Notwithstanding Section 9. 1.1, but subject to the provisions of Sections 9.1.4, 9.1.5 and 9.3, a Member who is an individual shall be entitled to Transfer all or any portion of its Units to a trust for the benefit of such Member or a Member of the immediate family of such Member (herein referred to as a "Permitted Transferee") so long as the Person controlling such trust is satisfactory to the Board of Managers, provided that the Permitted Transferee in question shall not be admitted as a Member of the Company, but shall remain an Assignee with respect to the interest transferred unless admitted as a Member pursuant to Article 10.
Notwithstanding Section 9. 1(a), this Titling Trust Agreement may be amended at any time by the parties hereto without satisfaction of the conditions set forth in Section 9.1(a):
(i) to correct or amplify the description of any Specified Asset, or better to assure, convey and confirm unto the Titling Trust any Specified Asset;
(ii) to convey, transfer, assign, mortgage or pledge any additional Specified Assets to the Titling Trustee;
(iii) to cure any ambiguity, to correct or supplement any provision in this Titling Trust Agreement or in any supplemental agreement that may be inconsistent with any other provision in this Titling Trust Agreement or in any supplemental agreement or to make any other provisions with respect to matters or questions arising under this Titling Trust Agreement or under any supplemental agreement which will not be inconsistent with the provisions of this Titling Trust Agreement;
(iv) to evidence the acceptance of the appointment under this Titling Trust Agreement of a successor trustee and to add to or change any of the provisions of this Titling Trust Agreement as will be necessary to facilitate the administration of the trusts under this Titling Trust Agreement; or
(v) to the extent reasonably necessary to assure that none of the Titling Trust or any transferee of any Certificate will be classified as an association (or publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes.
Notwithstanding Section 9. 2.11.1, the CM may request payment of a portion of the Contract Sum on account of the CM’s procurement of long-lead-time items before the Date of Commencement.
Notwithstanding Section 9. 01, a Qualified Marketmaker that acquires any Company Claims/Interests with the purpose and intent of acting as a Qualified Marketmaker for such Company Claims/Interests shall not be required to execute and deliver a Transfer Agreement in respect of such Company Claims/Interests if (a) such Qualified Marketmaker subsequently transfers such Company Claims/Interests (by purchase, sale assignment, participation, or otherwise) within five (5) Business Days of its acquisition to a transferee that is an entity that is not an affiliate, affiliated fund, or affiliated entity with a common investment advisor; (b) the transferee otherwise is a Permitted Transferee under Section 9.01; and (c) the Transfer otherwise is a permitted Transfer under Section 9.01. To the extent that a Consenting Party is acting in its capacity as a Qualified Marketmaker, it may Transfer (by purchase, sale, assignment, participation, or otherwise) any right, title or interests in Company Claims/Interests that the Qualified Marketmaker acquires from a holder of the Company Claims/Interests who is not a Consenting Party without the requirement that the transferee be a Permitted Transferee. For the avoidance of doubt, if a Qualified Marketmaker acquires any Company Claims/Interests from a Consenting Party and is unable to transfer such Company Claims/Interests within the five (5) Business Day-period referred to above, the Qualified Marketmaker shall execute and deliver a Transfer Agreement in respect of such Company Claims/Interests.
Notwithstanding Section 9. 10(a) or anything to the contrary in this Agreement, it is acknowledged and agreed that the Company will only be entitled to an injunction, specific performance or other equitable remedy to cause the Parent Parties to consummate the Closing in the event that (and only for so long as) (A) all of the conditions set forth in Section 7.1 and Section 7.3 have been satisfied (other than those conditions that by their terms are to be satisfied at the Closing, each of which is capable of being satisfied at the Closing); (B) all of the conditions to the consummation of the Debt Financing provided by the Debt Commitment Letter have been satisfied (other than the receipt of the Equity Financing and the satisfaction of those conditions that by their terms are to be satisfied at the Closing, each of which is capable of being satisfied at the Closing) and the full amount of the Debt Financing (or any Alternative Financing) has been funded or will be funded at the Closing in accordance with the terms of the Debt Commitment Letter if the Equity Financing were funded at the Closing, (C) the Company has irrevocably confirmed to the Parent Parties in writing that it is ready, willing and able to consummate the Closing within five (5) Business Days and that all of the closing conditions set forth in Section 7.1 and Section 7.2 have been satisfied or waived and (D) the Parent Parties fail to consummate the Merger within such five (5) Business Day period after delivery by the Company to the Parent Parties of the notice described in preceding clause (C).
Notwithstanding Section 9. 3.1.1, Carrier shall be solely responsible for all nonrecurring and recurring charges for Facilities used to transport traffic to paging telephone numbers that have a Rating Point within the Telco local calling area where the paging calls originate on Telco’s network, when such traffic is transported to Carrier’s Paging Terminal residing in a different local calling area. Traffic carried on these Facilities is exempt from termination compensation.
Notwithstanding Section 9. 5.1 of this Agreement, in the event that the Board of Managers determines that an immediate sale of all or any portion of the Company assets would cause undue loss to the Members, the Board of Managers, in order to avoid such loss to the extent not then prohibited by the Act, may either defer liquidation of and withhold from distribution for a reasonable time any Company assets except those necessary to satisfy the Company’s debts and obligations, or, subject to the priorities set forth in Section 9.5.1 of this Agreement, distribute the Company assets to the Members in kind.
Notwithstanding Section 9. 1.1 hereof, neither this Agreement nor the Articles will be amended without the consent of each Member or Manager adversely affected if such amendment would (i) modify the limited liability of a Member, (ii) alter the interest of a Member in Profits, Losses, or items thereof, or any Company distributions, (iii) alter or amend the rights of holders of Units as set forth in Section 6, (iv) cause the removal of the Managers or the dilution of their authority for any reason other than as set forth in Section 11.2; (v) reduce the Managers' expense reimbursement; or (vi) impose increased obligations upon such Member or Manager.