Notwithstanding Subsection Clause Samples

A "Notwithstanding Subsection" clause establishes that the provision it introduces will take precedence over specific subsections of the agreement, even if those subsections would otherwise conflict. In practice, this clause is used to carve out exceptions or override certain rules set out earlier in the contract, ensuring that the new provision applies regardless of what those subsections state. Its core function is to resolve potential conflicts within the contract by clearly indicating which terms should prevail, thereby ensuring clarity and reducing ambiguity in the interpretation of the agreement.
Notwithstanding Subsection. 12.1, the Federation shall be entitled to apply to a court of law respecting the exercise of any extraordinary recourse, seizure before judgment or other recourse based on the fraud or deceitful manoeuvres of the Merchant, respecting the exercise of a property right by the Federation or respecting the recovery of any amount owing to the Federation by the Merchant, including the amount identified in Subsection 6.1.
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Notwithstanding Subsection. (a), a party may assign its rights and interests under this Agreement to an entity that is its Affiliate as of the date of such assignment; provided that such assignment does not relieve the assigning party of any of its responsibilities or obligations hereunder and the assignee agrees to be bound by all obligations of the assigning party hereunder, including the obligations set forth in this Section 16.6.
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Notwithstanding Subsection. 02 (b), the assignment of work and the rejection of a new employee on probation is not arbitrable.
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Notwithstanding Subsection. 2.10(a), while any Event of Default exists or after acceleration, the Company shall pay interest (after as well as before entry of judgment thereon to the extent permitted by law) on the amount of all outstanding Obligations, at a rate per annum which is determined by adding 2% per annum to the applicable interest rate otherwise then in effect for such Loans; PROVIDED, HOWEVER, that on and after the expiration of any Interest Period applicable to any Offshore Rate Loan outstanding on the date of occurrence of such Event of Default or acceleration, the principal amount of such Loan shall, during the continuation of such Event of Default or after acceleration, bear interest at a rate per annum equal to the Base Rate plus the Applicable Margin plus 2%.
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Notwithstanding Subsection. 2.08(1), the Borrower shall from time to time as required by the Lenders provide to the Lenders an appropriate number of Drafts drawn by the Borrower upon each BA Lender and either payable to the Clearing House (if such BA Lender is a Member) or payable to the Borrower and endorsed in blank by the Borrower (if such BA Lender is not a Member), and an appropriate number of executed BA Equivalent Notes in favour of each Non BA Lender. The dates, maturity dates and principal amounts of all Drafts and BA Equivalent Notes delivered by the Borrower shall be left blank, to be completed by the Lenders as required hereby. All such Drafts and BA Equivalent Notes shall be held by each Lender subject to the same degree of care as if they were such Lender's own property. Each Lender will, upon written request by the Borrower, promptly advise the Borrower of the number and designations, if any, of the Drafts and BA Equivalent Notes then held by it. No Lender shall be liable for its failure to accept a Draft or purchase a BA Equivalent Note as required hereby if the cause of such failure is, in whole or in part, due to the failure of the Borrower to provide appropriate Drafts or BA Equivalent Notes to the Agent on a timely basis.
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Notwithstanding Subsection. 19.12.1, the Agent shall be entitled, in its sole discretion, to require that the Borrowers (a) make the payments or repayments or maintain the deposits required to be made or maintained under Section 19.12.1; or (b) fully hedge, to the reasonable satisfaction of the Agent, the excess hereinafter referred to in this subsection 19.12.2 and assign the benefit of all hedging contracts to the Agent in any case where the sum of (i) the equivalent amount in US Dollars of Loans in Canadian Dollars and (ii) the Loans in US Dollars, exceeds the available amount of the Credit.
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Related to Notwithstanding Subsection

  • Notwithstanding Articles 2 3.1 and 2.3.2, no termination shall become effective until the Parties have complied with all Applicable Laws and Regulations applicable to such termination, including the filing with FERC of a notice of termination of this GIA, if required, which notice has been accepted for filing by FERC.

  • Notwithstanding Clause 19.16, if Malicious Software is found, the Supplier shall co-operate with the Customer to reduce the effect of the Malicious Software and, particularly if Malicious Software causes loss of operational efficiency or loss or corruption of Customer Data, assist the Customer to mitigate any losses and to restore the provision of the Services to its desired operating efficiency as soon as possible.

  • Notwithstanding the foregoing (i) BNY Mellon may assign or transfer this Agreement to any BNY Mellon Affiliate or transfer this Agreement in connection with a sale of a majority or more of its assets, equity interests or voting control, provided that BNY Mellon gives the relevant Funds ninety (90) days' prior written notice of such assignment or transfer and such assignment or transfer does not impair the provision of services under this Agreement in any material respect, and the assignee or transferee agrees in writing to be bound by all terms of this Agreement in place of BNY Mellon; (ii) BNY Mellon may subcontract with, hire, engage or otherwise outsource to any BNY Mellon Affiliate with respect to the performance of any one or more of the functions, services, duties or obligations of BNY Mellon under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNY Mellon of any of its liabilities or obligations hereunder and BNY Mellon shall remain responsible for all activities, including all acts and omissions, of such BNY Mellon Affiliates to the same extent as if such activities were performed by BNY Mellon; (iii) BNY Mellon may subcontract with, hire, engage or otherwise outsource to an unaffiliated third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNY Mellon under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall (A) require the prior written consent of the relevant Funds and (B) not relieve BNY Mellon of any of its liabilities hereunder; and (iv) BNY Mellon, in the course of providing certain additional services requested by a Fund (“Vendor Eligible Services”) as further described in Schedule I attached hereto, may in its sole discretion, enter into an agreement or agreements with a financial printer or electronic services provider (“Vendor”) to provide BNY Mellon with the ability to generate certain reports or provide certain functionality; provided, however, that BNY Mellon shall ensure prior to any assignment, transfer, subcontracting, hiring, engaging or other outsourcing, as applicable, under subsections (i) through (iv) that the applicable BNY Mellon Affiliate, unaffiliated third party or Vendor is subject to written confidentiality, security and data protection obligations at least as restrictive as those set forth in this Agreement. BNY Mellon shall not be obligated to perform any of the Vendor Eligible Services unless an agreement between BNY Mellon and the Vendor for the provision of such services is then-currently in effect. Upon request, BNY Mellon will disclose the identity of the Vendor and the status of the contractual relationship, and a Fund is free to attempt to contract directly with the Vendor for the provision of the Vendor Eligible Services.

  • Without limiting the other provisions of this Section 3.1, among other delegations by the Trustees, the Trustees have determined that there is a significant risk that the Trust and its shareholders may be adversely affected by investors with short term trading activity and/or whose purchase and redemption activity follows a market timing pattern as defined in the prospectus for the Trust, and have authorized the Trust, the Underwriter and the Trust's transfer agent to adopt procedures and take other action (including, without limitation, rejecting specific purchase orders in whole or in part) as they deem necessary to reduce, discourage, restrict or eliminate such trading and/or market timing activity. You agree that your purchases and redemptions of Portfolio shares are subject to, and that you will assist us in implementing, the Market Timing Trading Policy and Additional Policies (as described in the Trust's prospectus) and the Trust's restrictions on excessive and/or short term trading activity and/or purchase and redemption activity that follows a market timing pattern.

  • Provisos Landlord's right to end this Lease (irritancy)