Clause 17. 3.2 shall not apply to the extent that, in relation to any sets of financial statements, the Obligor notifies the Facility Agent that there has been a change in GAAP or the accounting practices or reference periods and its Auditors (in the case of its annual audited financial statements) or the Parent (in the case of any of its other financial statements) delivers to the Facility Agent:
17.3.3.1 a description of any change necessary for those financial statements to reflect GAAP, accounting practices and reference periods upon which the Original Financial Statements were prepared; and
17.3.3.2 sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether clause 18 (Financial Covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements.
Clause 17. 1.1 does not apply to any consideration that is expressed in this Agreement to be inclusive of Tax.
Clause 17. These Clauses shall be governed by the law of one of the EU Member States, provided such law allows for third-party beneficiary rights. The Parties agree that this shall be the law of Ireland.
Clause 17. 1.1 does not apply to any consideration that is expressed in this Agreement to be inclusive of Tax.
17.3 Reimbursements and Indemnification
17.3.1 If a Party reimburses or indemnifies another Party for a loss, cost or expenses, the amount to be reimbursed or indemnified is first reduced by any input tax credit the other Party is entitled to for the loss, cost or expenses, and then increased in accordance with Clause 17.2. 18 Execution
18.1 The below signatories hereby affirm that they sign in the relevant legal capacity of and with the authority of the entity they purport to represent and each personally accept liability for said proper authorisation. Signed: Signed: Name: Name: 19 Appendix 1: Fee Schedule
Clause 17. 2 shall also apply as though there were substituted for references to "the Company" references to each Group Company in relation to which the Employee has in the course of his duties for the Company or by reason of rendering services to or holding office in such Group Company:
(a) acquired knowledge of its trade secrets or Confidential Information; or
(b) had personal dealings with its Customers or Prospective Customers; or
(c) supervised directly or indirectly employees having personal dealings with its Customers or Prospective Customers, but so that references in clause 17.1 to "the Company" shall for this purpose be deemed to be replaced by references to the relevant Group Company. The obligations undertaken by the Employee pursuant to this clause 18.3 shall, with respect to each such Group Company, constitute a separate and distinct covenant and the invalidity or unenforceability of any such covenant shall not affect the validity or enforceability of the covenants in favour of any other Group Company or the Company.
Clause 17. 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, any ratings agency 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 Xxxxxxxxx Group Company and any Vodafone Group Company);
(ii) the disclosure or use is required to vest the full benefit of this Agreement in each of the parties;
(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;
(iv) the disclosure is made to a Tax Authority in connection with the Tax affairs of the disclosing party or any member of the disclosing party’s group;
(v) the disclosure is made to professional advisers or actual or potential financiers of the Xxxxxxxxx Group or the Vodafone Group on a need to know basis on terms that such professional advisers or financiers undertake to comply with the provisions of Clause 17.2.2 in respect of such information as if they were a party to this Agreement and the disclosing party takes responsibility for any breach by them;
(vi) the disclosure is made to [***] and/or their professional advisers on terms that such [***] or professional advisers undertake to comply with the provisions of Clause 17.2.2 in respect of such information as if they were a party to this Agreement or are otherwise required to keep the information disclosed confidential (and, subject to compliance with applicable laws, Vodafone shall use reasonable endeavours to consult with Xxxxxxxxx before making any such disclosure and keep Xxxxxxxxx appraised of any material discussions which relate to or concern any of Clauses 17.2.2(i) to 17.2.2(iv) with such trustees and/or their professional advisers);
(vii) the information is or becomes publicly available (other than by breach of the Confidentiality Agreement or of this Agreement);
(viii) the disclosure is made on a confidential basis to potential purchasers of all or part of Mergeco, the Xxxxxxxxx Group or the Vodafone Group or to their professional advisers or financiers, provided that such persons need to know the information for the purposes of considering, evaluating, advising on or furthering the potential purchase or for the purposes of considering whether ...
Clause 17. This Contract shall enter into force upon Party A’s official seal, Party B’s signature and handover of the said booth.
Clause 17. 2.2 shall not prohibit disclosure or use of any information if and to the extent: (i) the disclosure or use is required by the Laws, 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 Investor’s Group); (ii) the disclosure or use is required to vest the full benefit of this Agreement in the Seller or the Investor; (iii) the disclosure or use is required for the purpose of any 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 or any other entity with which it is grouped for Tax purposes; (v) the disclosure is made to a party to whom assignment is permitted under Clauses 19.5.2 or 19.5.3 on terms that such assignee undertakes to comply with the provisions of Clause 17.2.2 in respect of such information as if it were a party to this Agreement; (vi) the disclosure is made to professional advisers of any party on a need-to- know basis on terms that such professional advisers undertake to comply with the provisions of Clause 17.2.2 in respect of such information as if they were a party to this Agreement; (vii) the information is or becomes publicly available (other than by breach of the Confidentiality Agreement or of this Agreement); (viii) the other party has given prior written approval to the disclosure or use; (ix) permitted by the Shareholders’ Agreement; (x) the information is independently developed after Closing; or (xi) the disclosure is made to the W&I Insurer or its professional advisers in connection with any claim under the W&I Insurance Policy, provided that prior to disclosure or use of any information pursuant to paragraph (i), (ii) or (iii) above, the party concerned shall, where not prohibited by law, consult with
Clause 17. 00 – Reimbursement for sick leave
Clause 17. 02 - Hours of Work - 12-Hour Shift Schedule
