Clause 23. 16.1 does not apply to any sale, lease, transfer or other disposal which is:
(a) a Permitted Disposal; or
(b) a Permitted Transaction.
Clause 23. 8.1 shall not apply if the fair value of the relevant asset or assets is, in relation to Opco, ZAR5,000,000 (Indexed) or less, or in relation to Holdco or the Borrower, ZAR1,000,000 (Indexed) or less.
Clause 23. 11.3 shall not apply:
(i) to Taxation attributable to a payment being properly treated as an adjustment to the consideration for the Shares under the terms of this Agreement; or
(ii) if and to the extent that the amount of the indemnity, compensation or reimbursement payment has already been adjusted to take account of the Taxation that will or would be charged on receipt or Relief that is or will be available in respect of the matter giving rise to the payment.
Clause 23. 2.5 (Repayment of Xxxxx), subject always to Clause 23.4 (Repayment of Grant) the Recoverable Amount shall be determined in accordance with the following procedure:
(a) the Parties (acting in good faith) shall seek to agree within fifteen (15) Business Days of the Non-Compliance Notification Date a revised figure for the Capital Firm Scheme Grant figure reflecting the changed nature of the delivered Capital Firm Scheme as against that described in the Capital Firm Scheme Details;
(b) where a revised figure for Capital Firm Scheme Grant is agreed, the Recoverable Amount shall be the product of the following calculation:
(c) the Grant Recipient shall immediately amend the relevant information on IMS to reflect any agreement reached made pursuant to Clause 23.3.3(a) (Repayment of Grant);
(d) where the Parties are unable to agree a revised Capital Firm Scheme Grant figure in accordance with Clause 23.3.3(a) (Repayment of Grant) Homes England shall be entitled to terminate this Agreement in accordance with Clause 24.1 (Default Events and Termination) and the Recoverable Amount shall be an amount equal to the Capital Firm Scheme Grant paid pursuant to Clause 19.1 (Payment of Capital Grant) in respect of the relevant Capital Firm Scheme. Under no circumstances will Homes England be required to make any payment to the Grant Recipient if the application of the calculation in Clause 23.3.3(b) (Repayment of Grant) results in RA being a negative figure;
Clause 23. 2.9 (Repayment of Grant ), the Recoverable Amount shall be a sum equal to the Fundamental Termination Amount;
Clause 23. 2.10 (Repayment of Grant ), the Recoverable Amount shall be a sum equal to the aggregated amount of all Capital Firm Scheme Grant already paid by Homes England to the Grant Recipient under this Agreement;
Clause 23. 11.3 shall apply (for the avoidance of doubt), subject to the exclusions in Clause 23.11.4, to any amount deducted, withheld, set off or counterclaimed as contemplated by Xxxxxx 23.11.1 as it applies in respect of sums paid to the person entitled.
Clause 23. 16.1 above does not apply to a guarantee, bond or indemnity which is:
(a) a Permitted Guarantee (which is consistent with Clause 23.8 (Holding Companies);
(b) a Permitted Transaction which is referred to in paragraph (a) of the definition of that term; or
(c) a policy or contract of insurance or reinsurance written or assumed in the ordinary course of business by any of the Regulated Insurance Entities.
Clause 23. 2.8 (Repayment of Grant), the Recoverable Amount shall:
(a) where termination has arisen pursuant to a Fundamental (A) Default, be a sum equal to the aggregated amount of all Capital Firm Scheme Grant already paid by Homes England to the Grant Recipient under this Agreement; and
(b) where the termination has arisen pursuant to a Specified Default, a Bid Default or a Fundamental (B) Default, be a sum equal to the Fundamental Termination Amount;
Clause 23. 15.1 shall not apply to the extent that the Intercreditor Agent is otherwise actually indemnified or reimbursed by any Party under any other provision of the Senior Finance Documents.
