Clauses 10. 7.1 and 10.
Clauses 10. 9.1 and 10.11 shall not apply to those individuals who shall be required by the Provider or any Sub-Contractor to attend on the Premises to provide emergency reactive services. In the case of such individuals, the Provider shall or shall procure that any Sub-Contractor shall ensure that such individuals are accompanied at all times while on each Premises by a member of the Provider or Sub-Contractor's Personnel who has been properly notified to the Council in accordance with clause 10.9.
Clauses 10. 7.1 and 10.7.2 shall override any appropriation made by the Borrower.
Clauses 10. 2 and 10.3 shall not apply where you or your business enters into administration or a voluntary arrangement with people you or your business owe money to (your creditors).
Clauses 10. 1.1 to 10.1.4 and 10.1.8 shall not apply to any transaction or arrangement between one wholly-owned member of the Offeror’s group (or the Offeror) and another wholly-owned member of the Offeror’s group (or the Offeror). 11 Employee share schemes
Clauses 10. 1 to 10.4 will not apply to any obligation or liability of a Trustee Party to the extent that it is not satisfied because, under the trust deed establishing the Relevant Trust or by operation of law, there is a reduction in the extent of the Trustee Party's indemnification out of the assets of the Relevant Trust, as a result of the Trustee Party's fraud, negligence or breach of trust.
Clauses 10. 1.1 applies to all employees
Clauses 10. 1.1 and 10.1.2 above do not apply to:
(A) any lien arising by operation of law and in the ordinary course of trading; or
(B) any Security entered into pursuant to any Finance Document; or
Clauses 10. 2.1 and 10.2.2 shall not prohibit disclosure or use of any information if and to the extent:
(i) the disclosure or use is required by Applicable Law, any Governmental Entity or the rules of any stock exchange on which the shares of any Party or its holding company are listed (including, with respect to Parent, in any periodic report by Parent filed with the SEC);
(ii) the disclosure or use is required to vest the full benefit of this Agreement in the Sellers or the Purchaser;
(iii) the disclosure or use is required for the purpose of any judicial or arbitration 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 its Affiliates;
(v) the disclosure is made to a Person to whom assignment is permitted under Clause 12.4.2 on terms that such assignee undertakes to comply with the provisions of Clause 10.2.1 or 10.2.2, as applicable, in respect of such information;
(vi) the disclosure is made to professional advisers or actual or potential financiers of any of the Sellers, or any Affiliate of the Sellers, or the Purchaser or any member of the Purchaser’s Group, on terms that such professional advisers or financiers undertake to comply with the provisions of Clause 10.2.1 in respect of such information;
(vii) the disclosure is required for ordinary course reporting purposes to the Sellers’ or any of its Affiliates’ current, former or prospective investors;
(viii) the information is or becomes publicly available (other than by breach of this Agreement);
(ix) the disclosure is made on a confidential basis to potential purchasers of any of the Sellers or an Affiliate thereof or of the Purchaser’s 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 and on terms that such professional advisers or financiers undertake to comply with the provisions of Clause 10.2.1 or 10.2.2, as applicable, in respect of such information;
(x) the disclosure is made by a Seller in the ordinary course of his/her employment with a Group Company;
(xi) the other Parties have given prior written approval to the disclosure or use; or
(xii) the information is independently developed after Closing; provided that prior to disclosure or use of any information pursuant to Clause 10...
Clauses 10. 10 and 10.11 shall not apply in the circumstances where it is customary for an employee to return to the Client’s premises to perform a specific duty or job outside of ordinary working hours or where the overtime is continuous (subject to a reasonable meal break) with the completion or commencement of ordinary working time.
