Notwithstanding Sections 4 Sample Clauses

Notwithstanding Sections 4. 3C and 4.3D, the Partnership shall adopt the daily proration method of allocating Profit and Loss among persons who become Investors pursuant to a closing of the sale of the Units on or before the Termination Date of the Offering. Accordingly, each Investor shall be allocated Profit and Loss beginning on the date he is recognized on the books of the Partnership.

Notwithstanding Sections 4. 2.1 and 4.2.2 above, each Party to this Agreement shall not have breached any obligation under this Agreement if Confidential Information is disclosed to a third party when the Confidential Information: (a) was in the public domain at the time of such disclosure or is subsequently made available to the public consistent with the terms of this Agreement; or (b) had been received by either Party at the time of disclosure through other means without restriction on its use, or had been independently developed by either Party as shown through documentation; or (c) is subsequently disclosed to either Party by a third party without restriction on use and without breach of any agreement or legal duty; or (d) subject to the provisions of Section 4.2.2, is used or disclosed pursuant to statutory duty or an order, subpoena or other lawful process issued by a court or other governmental authority of competent jurisdiction.

Notwithstanding Sections 4. 1 and 4.2, (i) SatCon may disclose SatCon Confidential Information to a third party when such disclosure is, in SatCon's reasonable business judgment, necessary for its business outside the FES Field; (ii) Licensee may disclose SatCon Confidential Information to a third party when such disclosure is, in Licensee's reasonable business judgment, necessary for its business in the FES Field; (iii) a party shall not be required to maintain the confidentiality of any information that (a) is or becomes public or available to the general public otherwise than through any act or default of such party or (b) is received by such party from a third party who has no obligation to maintain the confidentiality of such information; and (iv) a party may disclose SatCon Confidential Information to the extent required by a court or other governmental authority, provided that (a) the party gives the other party reasonable notice of the disclosure, (b) the party uses reasonable efforts to resist disclosing the SatCon Confidential Information, and (c) the party cooperates with the other party on request to obtain a protective order or otherwise limit the disclosure.

Notwithstanding Sections 4. 2.1 and 4.2.2 above, each Party to this Agreement shall not have breached any obligation under this Agreement if Confidential Information is disclosed to a third party when the Confidential Information: (a) was in the public domain at the time of such disclosure or is subsequently made available to the public consistent with the terms of this Agreement; or (b) had been received by either Party at the time of disclosure through other means without restriction on its use, or had been independently developed by either Party as shown through documentation; or (c) is

Notwithstanding Sections 4. 10(a) and 4.10(b), the Company shall not, and shall not permit any of its Restricted Subsidiaries to, Incur any Indebtedness unless such Indebtedness is Incurred in compliance with Sections 4.15, 4.16 and 4.17.

Notwithstanding Sections 4. 1.1 though 4.1.4 above, upon execution of the January 1, 2012 through December 31, 2014 agreement, full-time officers shall continue to work an 80-hour bi-weekly Monday through Sunday work schedule of twenty-four hours the first week and fifty-six hours the second week, with all hours in excess of 80 hours per the below bi-weekly schedule to be paid for at the rate of time and one-half. The day shift for Monday shall be twelve hours long. Typically, said shift shall run from 7A to 7P. The night shift for Monday shall be ten hours long. Typically, said shift shall run from 5P to 3A. The day shift for Tuesday shall be twelve hours long. Typically, said shift shall run from 7A to 7P. The night shift for Tuesday shall be ten hours long. Typically, said shift shall run from 5P to 3A. The day shift for Wednesday shall be twelve hours long. Typically, said shift shall run from 7A to 7P. The night shift for Wednesday shall be twelve hours long. Typically, said shift shall run from 3P to 3A. The day shift for Thursday shall be twelve hours long. Typically, said shift shall run from 7A to 7P. The night shift for Thursday shall be twelve hours long. Typically, said shift shall run from 3P to 3A. (2015-2017) The day shift for Friday shall be twelve hours long. Typically, said shift shall run from 7A to 7P. The night shift for Friday shall be twelve hours long. Typically, said shift shall run from 3P to 3A. The day shift for Saturday shall be twelve hours long. Typically, said shift shall run from 7A to 7P. The night shift for Saturday shall be ten hours long. Typically, said shift shall run from 5P to 3A. The day shift for Sunday shall be twelve hours long. Typically, said shift shall run from 7A to 7P. The night shift for Sunday shall be ten hours long. Typically, said shift shall run from 5P to 3A. Should exigent situations arise, the Chief will have the flexibility to temporarily adjust start times. The manner in which officers currently rotate shall remain in effect.

Notwithstanding Sections 4. 5.1 and 4.5.3, gain or loss resulting from the disposition of any Company Asset with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the assets disposed of notwithstanding that the adjusted tax basis of such asset differs from its Gross Asset Value.

Notwithstanding Sections 4. 8.1 and 4.8.2, in respect of the gain(s) for Canadian Tax Purposes realized by the Partnership on the disposition of the common shares of CanHoldco (the “CanHoldco Shares”) or any property substituted therefor for any given fiscal year of the Partnership, the lesser of: (i) the amount of the gain (if any) and (ii) the Initial Aggregate Gain less any amounts previously allocated pursuant to this Section 4.8.3 (taking into account such changes in the CanHoldco Shares or any property substituted therefor if any so as to trace the accrued gains to the original CanHoldco Shares), shall be allocated as follows: 4.8.3.1 such portion thereof that (A) (i) the Brookfield Group Allocable Gain is to (ii) the Initial Aggregate Gain, multiplied by (B) the portion that (i) the holdings of Partnership Units by the Brookfield Group at such time is to (ii) the holdings of Partnership Units by the Brookfield Group at the date of Fund Conversion, shall be allocated to Brookfield Group pro rata in proportion to their respective Partnership Interests at the time of the disposition of the CanHoldco Shares or any property substituted therefor; and 4.8.3.2 the remainder of such gain shall be allocated to the Limited Partners (other than the Brookfield Group) in an amount equal to the aggregate Partnership Interests held by such Limited Partners at the time of the disposition of the CanHoldco Shares or any property substituted therefor . Any gain (or loss) not allocated by Section 4.8.3 shall be allocated in accordance with Sections 4.8.1 and 4.8.2.

Notwithstanding Sections 4 a.(i) through (ii) above, Fund Company agrees that: