Clause 10. 1 does not apply to teachers during their first year of employment with the Employer. During their first year of employment, annual sick leave without loss of salary shall be granted to a teacher for medical disability for twenty (20)
Clause 10. 3.2 does not apply in the event where a Party is compensated or allowed to recoup such Tax via alternative mechanisms. Invoices for all payments due under this Agreement shall be submitted by the Seller to NamPower by the seventh (7th) day (or, if such day is not a Business Day, the immediately following Business Day) of each month following that in respect of which they are payable. Each invoice shall be due and payable on or before the thirtieth (30th) day after the invoice is received (or, if such day is not a Business Day, the immediately following Business Day). Any amount properly due from one Party to the other Party pursuant to this Agreement and remaining unpaid after the due date shall bear interest from the date when payment was due, such interest to accrue daily and be compounded monthly at a rate equal to the Agreed Interest Rate from the date when payment was due until the amount due is actually received by the payee. Any overpayments by either Party resulting from an invoicing error or an error in payment shall be refunded by the other Party, together with interest at the Agreed Interest Rate and thereafter a new invoice shall be issued. Should NamPower dispute an invoice it shall notify the Seller within five (5) Business Days of receipt of such an invoice. NamPower shall not be entitled to defer payment thereof beyond the date specified for payment but shall pay such an invoice except in instances of manifest error. In the event the Parties fail to resolve a dispute regarding an invoice within fifteen (15) days, either Party shall be entitled to refer the dispute for dispute resolution for a determination. In the event it is found that an error was made on the invoice, such invoice shall be cancelled and thereafter a new invoice shall be issued within ten (10) days from the resolution of such dispute. . In case of a manifest error on an invoice, NamPower shall immediately notify the Seller, and the Seller shall issue a corrected invoice. Should an invoice be in error as a result of a metering or reconciliation error, the payments shall be recalculated as soon as practicable following the correction of the metering error and any over-payment or under-payment corrected in the invoice for the month following the receipt of the correct metered data. The Seller shall notify NamPower of its Namibian bank account details for payment by NamPower to the Seller. In the event that the Seller is required to pay to NamPower any Liquidated Damages or En...
Clause 10. 8.1 shall not prohibit disclosure or use of any information if and to the extent:
(i) the disclosure or use is required by law, any regulatory body or any recognised stock exchange on which the shares of the Company or any Affiliate of KKR are listed;
(ii) the disclosure or use is required for the purpose of any judicial proceedings arising out of this Agreement;
(iii) the disclosure is made to professional advisers of the Company or the Investor Director, by the Investor Director to officers, directors, members, employees and representatives of KKR or any Affiliate of KKR and to the internal use by KKR or such Affiliates or by the Company to its officers and employees who need to know such information to discharge their duties, if the recipient is, or agrees in writing to be, subject to confidentiality obligations substantially similar to the foregoing;
(iv) the disclosure is made by the Investor Director to the limited partners of KKR or any Affiliate of KKR (other than a KKR portfolio company) and is reasonably necessary in connection with reporting requirements of KKR or such Affiliate in the ordinary course of business, if the recipient is, or agrees in writing to be, subject to confidentiality obligations substantially similar to the foregoing;
(v) the information is or becomes publicly available (other than by breach of this Agreement); or
(vi) the other Party has given prior written approval to the disclosure or use, provided that, to the extent permitted by law, prior to disclosure or use by the Investor Director of any information pursuant to Clause 10.8.2(i), the Investor Director shall as soon as practicable notify the Company of such requirement with a view to providing the Company with the opportunity to contest such disclosure or use or otherwise to agree the timing and content of such disclosure or use.
Clause 10. Publications
Clause 10. 3.1 above shall not apply with respect to any Tax assessed on a Finance Party:
(a) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or
(b) under the law of the jurisdiction in which that Finance Party's Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party.
Clause 10. 8.1 shall not prohibit disclosure or use of any information if and to the extent:
(i) the disclosure or use is required by law, any regulatory body or any recognised stock exchange on which the shares of the Company or any Affiliate of the Investor are listed;
(ii) the disclosure or use is required for the purpose of any judicial proceedings arising out of this Agreement;
(iii) the disclosure is made to professional advisers of the Company or the Investor Director, by the Investor Director to officers, directors, members, employees and representatives of the Investor or any Affiliate of the Investor and to the internal use by the Investor or such Affiliates or by the Company to its officers and employees who need to know such information to discharge their duties, if the recipient is, or agrees in writing to be, subject to confidentiality obligations substantially similar to the foregoing;
(iv) the disclosure is made by the Investor Director to any Affiliate of the Investor and is reasonably necessary in connection with reporting requirements of the Investor or such Affiliate in the ordinary course of business, if the recipient is, or agrees in writing to be, subject to confidentiality obligations substantially similar to the foregoing;
(v) the information is or becomes publicly available (other than by breach of this Agreement); or
(vi) the other Party has given prior written approval to the disclosure or use, provided that, to the extent permitted by law, prior to disclosure or use by the Investor Director of any information pursuant to Clause 10.8.2(i), the Investor Director shall as soon as practicable notify the Company of such requirement with a view to providing the Company with the opportunity to contest such disclosure or use or otherwise to agree the timing and content of such disclosure or use.
Clause 10. Data subject rights
Clause 10. Nothing in clause 10 (except clause 10.11) applies to a transfer of Ordinary Shares in the Second Opening.
Clause 10. 6.3 above shall not oblige a Finance Party to do anything which would or might in its reasonable opinion constitute a breach of any law or regulation, any fiduciary duty, or any duty of confidentiality.
Clause 10. 1.1 does not prohibit the disclosure or use of Confidential Information if and to the extent the Receiving Party may demonstrate with written evidence:
(a) it is lawfully in the possession of the Receiving Party at the time of disclosure and was not communicated to the Receiving Party subject to any restrictions on disclosure or use,
(b) it is in the public domain at the time of disclosure hereunder or later enters the public domain through no fault of the Receiving Party or its Affiliates (whether in breach of this Agreement or breach of any other obligation of confidentiality to which the Confidential Information relates),
(c) it is received in good faith by the Receiving Party from a Third Party and is not subject to an obligation of confidentiality, or
(d) it is independently developed by the Receiving Party without the aid, use of or reference to Confidential Information received hereunder.
