Clause 13. 1.1 will not apply to
(i) Buyer Furnished Equipment;
(ii) the Propulsion Systems;
(iii) Supplier Parts; or
(iv) software not developed by the Seller.
Clause 13. 7.1 shall not oblige any Finance Party to do anything, and Clause 13.7.1(c) shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:
(a) any law or regulation;
(b) any fiduciary duty; or
(c) any duty of confidentiality.
Clause 13. 2.1 shall not prohibit disclosure or use of any information if and to the extent:
(i) the disclosure or use is required by law, any governmental or regulatory body or any stock exchange on which the shares of any party (or its holding company) are listed;
(ii) the disclosure or use is required to vest the full benefit of this Agreement or the Ancillary Agreements in any party;
(iii) the disclosure or use is required for the purpose of any arbitral or judicial proceedings arising out of this Agreement, the Ancillary Agreements or any other agreement entered into under or pursuant to this Agreement;
(iv) the disclosure is made to a Tax Authority in connection with the Tax affairs of the disclosing party;
(v) the disclosure is made to a ratings agency on a confidential basis in connection with the affairs of the disclosing party;
(vi) the disclosure is made by the Purchaser to any of its Representatives, any member of the Purchaser’s Group and/or any of their respective Representatives, or by the Seller to any of its Representatives, any member of the Seller’s Group and/or any of their respective Representatives, in each case on a “need-to-know” basis and provided they have a duty (contractual or otherwise) to keep such information confidential;
(vii) the information was lawfully in the possession of that party without any obligation of secrecy prior to its being received or held, in either case as evidenced by written records;
(viii) the information is or becomes publicly available (other than by breach of this Agreement);
(ix) the other party has given prior written approval to the disclosure or use; or
(x) the information is independently developed, provided that prior to disclosure or use of any information pursuant to Clause 13.2.2(i), (ii) or (iii), the party concerned shall, where not prohibited by law, promptly notify the other parties of such requirement with a view to providing the other parties with the opportunity to contest such disclosure or use or otherwise to agree the timing and content of such disclosure or use.
Clause 13. 2.1 shall not apply in connection with any Excluded Project, provided that, unless Golar otherwise agrees in writing, the Schlumberger Group, in contemplating or carrying out such Excluded Project, is not involved in any incorporated or unincorporated joint venture with a Defined Competitor of Golar. Golar acknowledges that, notwithstanding the provisions of Clause 13.2.1, Schlumberger shall have the right to contemplate or carry out an investment in any entity or asset carrying out an activity competing with that of the JV Group provided that:
(a) the Restricted Business does not constitute more than twenty percent (20%) of the business of the going concern or the entity in which Schlumberger is contemplating an investment; or
(b) Schlumberger’s contemplated investment does not exceed twenty percent (20%) in a Restricted Business, and Schlumberger has no ability to direct the management of such Restricted Business.
Clause 13. 2.2 shall not prohibit disclosure or use of any information if and to the extent:
(i) the disclosure or use is required by law, any governmental or regulatory body or any stock exchange on which the shares of a party or its holding company are listed (including where this is required as part of any actual or potential offering, placing and/or sale of securities of any member of the Seller’s Group or the Purchaser’s Group);
(ii) the disclosure or use is required to vest the full benefit of this Agreement in either party;
(iii) the disclosure or use is required for the purpose of any arbitral or judicial proceedings arising out of this Agreement or any other agreement entered into under or pursuant to this Agreement or in order to enable a determination to be made by the Reporting Accountants under this Agreement;
(iv) the disclosure is made to a Tax Authority in connection with the Tax affairs of the disclosing party;
(v) the disclosure is made to a party to whom assignment is permitted under Clause 15.3 on terms that such assignee undertakes to comply with the provisions of Clause 13.2.2 in respect of such information as if it were a party to this Agreement;
(vi) the disclosure is made to professional advisers or auditors of any party on a need to know basis and on terms that such professional advisers undertake to comply with the provisions of Clause 13.2.2 in respect of such information as if they were a party to this Agreement;
(vii) the disclosure of information relating to the Group Companies or the Business is made by the Purchaser to any bank or financial institution in connection with the financing/refinancing (whether in whole or in part) by the Purchaser in the ordinary course of business not related to the Transaction, provided such person undertakes to comply with the provisions of Clause 13.2.2 in respect of such information as if it were a party to this Agreement;
(viii) the information is or becomes publicly available (other than by breach of the Confidentiality Agreements or of this Agreement);
(ix) the other party has given prior written approval to the disclosure or use;
(x) the information is independently developed after Closing (other than by breach of the Confidentiality Agreements or of this Agreement); or
(xi) the disclosure is reasonably required to facilitate any information and/or consultation process with any employees or Representative Body (as defined in paragraph 7 of Schedule 9), or any equivalent body of any member of the S...
Clause 13. 2.7 of the Original Facility Agreement shall be deleted and replaced by the following:-
Clause 13. 3.1 above shall not apply with respect to any Tax assessed on:
(a) a Finance Party:
(i) 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
(ii) 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; or
(b) the Agent, as a result of the failure by a Lender to satisfy on the due date of a payment of interest either of the conditions set out in paragraphs (a) and (b) of Clause 27.15.
Clause 13. 1.1 does not in any way limit the obligations of the Borrower under the Financing Documents.
Clause 13. 1.1 shall not apply to
(i) Buyer Furnished Equipment or Propulsion Systems; or
(ii) Supplier Parts; or
(iii) software and Other Items (as defined below) unless such software or Other Items bear the copyright of the Seller. AVTA - A320 Family & A320 NEO Family PA
Clause 13. 1.1 shall not apply to
(i) Buyer Furnished Equipment or Propulsion Systems; or
(ii) parts not supplied pursuant to a Supplier Product Support Agreement ; or
(iii) software not installed on the Aircraft at the date of Delivery.
