Scope of Section. The provisions of this Section 1.09 are intended solely for the purpose of defining the relative rights of the holders of the Notes, on the one hand, and the holders of the Senior Debt, on the other hand. Nothing contained in this Section 1.09 or elsewhere in this Agreement or the Notes is intended to or shall impair, as between the Company, its creditors other than the holders of Senior Debt, and the holders of the Notes, the obligation of the Company, which is unconditional and absolute, to pay to the holders of the Notes the principal of and interest on the Notes as and when the same shall become due and payable in accordance with the terms thereof, or to affect the relative rights of the holders of the Notes and creditors of the Company other than the holders of the Senior Debt, nor shall anything herein or therein prevent the holder of any Note from accepting any payment with respect to such Note or exercising all remedies otherwise permitted by applicable law upon default under such Note, subject to the rights, if any, under this Section 1.09 of the holders of Senior Debt in respect of cash, property or securities of the Company received by the holders of the Notes.
Scope of Section. The indemnification of Executive and advancement of expenses, as authorized by the preceding provisions of this Section 7, shall not be deemed exclusive of any other rights to which may be entitled under any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while employed by the Company. The indemnification and advancement of expenses provided by or granted pursuant to this Section 7 shall continue after the Executive ceases to be an authorized representative of the Company and shall inure to the benefit of his heirs, executors and administrators.
Scope of Section. The rights granted by this Section 7 shall not be deemed exclusive of any other rights to which those seeking indemnification, contribution or advancement of expenses may be entitled under any statute, agreement or vote of disinterested members of the Company, both as to action in an indemnified capacity and as to action in any other capacity. The indemnification, contribution and advancement of expenses provided by or granted pursuant to this Section 7 shall continue as to any person or entity who has ceased to be an indemnified representative in respect of matters arising prior to such time, and shall inure to the benefit of the heirs, executors, administrators, personal representatives, successors and permitted assigns of such a person or entity.
Scope of Section. This Article XII contains the covenants and agreements of the parties with respect to (a) the status of employment of the employees of Seller employed in the Business (the "Employees"), and (b) employee benefit plans.
Scope of Section. The provisions of this Section 1.06 are intended solely for the purpose of defining the relative rights of the holder of the Note, on the one hand, and the holders of the Senior Debt on the other hand. Nothing contained in this Section 1.06 or elsewhere in this Agreement or the Note is intended to or shall impair, as between the Company and its creditors, other than the holders of Senior Debt, and the holder of the Note, the obligation of the Company, which is unconditional and absolute, to pay to the holder of the Note the principal of and interest on the Note as and when the same shall become due and payable in accordance with the terms thereof, or to affect the relative rights of the holders of the Senior Debt, nor shall anything herein or therein prevent the holder of the Note from accepting any payment, with respect to such Note or exercising all remedies otherwise permitted by applicable law upon default under such Note, subject to the rights, if any, under this Section 1.06 of the holders of Senior Debt in respect of cash, property or notes of the Company received by the holders of the Notes.
Scope of Section. This Section 6.10 contains the covenants and agreements of the parties hereto with respect to the employment status of and provision of employee benefits to the employees of the Sellers and their Affiliates who are employed primarily in connection with the Business and to the employees of the Purchased Entities, in each case, on the Closing Date, including those individuals listed in Section 6.10 of the Disclosure Schedule (the “Employees”) and the provision of employee benefits under the Company Plans to employees of the Purchased Entities and the Sellers who terminate employment on the Closing Date with residual benefits under such Company Plans. Nothing herein expressed or implied confers upon any current or former employee, officer, director, contractor or agent of the Business (including the Purchased Entities) any rights or remedies of any nature or kind whatsoever under or by reason of this Section 6.10. Employees who accept Purchaser’s offer of employment and commence employment with Purchaser as of the Closing, Employees whose rights and obligations arising from their employment relationships shall pass over to Purchaser in connection with the transfer of the Business by operation of Law and Employees of the Purchased Entities who continue their employment with a Purchased Entity as of the Closing, will (except as expressly provided in this Section 6.10) be referred to as “Transferred Employees.”
Scope of Section. The indemnification and advancement of expenses of Authorized Representative, as authorized by this Section 11, shall (a) not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any statute, agreement, vote of Members or disinterested Managers or otherwise, both as to action in an official capacity and as to action in another capacity, (b) continue as to a person who has ceased to be an Authorized Representative and (c) inure to the benefit of the heirs, executors and administrators of such a person.
Scope of Section. The provisions of this Section 1.6 are intended solely for the purpose of defining the relative rights of the holder of the Note or any interest in the Loans, on the one hand, and the holders of the Senior Debt, on the other hand. Nothing contained in this Section 1.6 or elsewhere in this Agreement or the Note is intended to or shall impair, as between the Borrower, its creditors other than the holders of Senior Debt, and the holder of the Note or any interest in the Loans, the obligation of the Borrower, which is unconditional and absolute, to pay to the holder of the Note or any interest in the Loans the principal of and interest on the Loans as and when the same shall become due and payable in accordance with the terms thereof, or to affect the relative rights of the holder of the Note or any interest in the Loans and creditors of the Borrower other than the holders of the Senior Debt, nor shall anything herein or therein prevent the holder of the Note or any interest in the Loan from accepting any payment with respect to such Loan or exercising all remedies otherwise permitted by applicable law upon default under such Loan, subject to the rights, if any, under this Section 1.6 of the holders of Senior Debt in respect of cash, property or securities of the Borrower received by the holder of the Note or any interest in the Loans.
Scope of Section. The provisions set forth herein are intended solely for the purpose of defining the relative rights of the holder of this Note, on the one hand, and the holders of the Senior Indebtedness, on the other hand. Nothing contained herein or elsewhere in this Note is intended to or shall impair, as between the Maker, its creditors other than the holders of Senior Indebtedness, and the holder of this Note, the obligation of the Maker, which is unconditional and absolute, to pay to the holder of this Note the principal of and interest on the Note as and when the same shall become due and payable in accordance with the terms thereof, or to affect the relative rights of the holder of this Note and creditors of the Maker other than the holders of the Senior Indebtedness, or to benefit any other creditors of the Maker other than the holders of the Senior Indebtedness, nor shall anything herein or therein prevent the holder of this Note from accepting any payment with respect to this Note or exercising all remedies otherwise permitted by applicable law upon default under this Note, subject to the rights, if any, under this Note of the holders of Senior Indebtedness in respect of cash, property or securities of the Maker received by the holder of this Note.
Scope of Section. This Section 6.2 shall govern all disputes under this Agreement.
