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Clauses 12 Sample Clauses

Clauses 12. 6.1 and 12.6.2 shall not apply in respect of the provision of audit services by PricewaterhouseCoopers LLP or any other member firms of PricewaterhouseCoopers International Limited.
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Clauses 12. 7.1 and 12.7.2 shall override any appropriation made by Newco.
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Clauses 12. 1 and 12.2 shall not prohibit disclosure or use of any information referred therein if and to the extent: 12. 3.1 the disclosure or use is required by law or any regulatory body (e.g. 8k under the US SEC rules); 12. 3.2 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 the disclosure is made to a Tax Authority in connection with the Tax affairs of the disclosing Contractual Party; 12. 3.3 the disclosure is made to professional advisers of the Seller's Side or the Purchasers' Side who are under statutory obligations of professional secrecy; 12. 3.4 the information is or becomes publicly available (other than by breach of the Confidentiality Agreement or of this Agreement); 12. 3.5 the Contractual Party affected by the disclosure or use of information has given prior written approval to such disclosure or use; or 12. 3.6 the information is independently developed after Closing; provided that prior to disclosure or use of any information pursuant to Clauses 12.3.1 and 12.
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Clauses 12. 1 - 12.6 inclusive above shall not prevent disclosure of confidential information: 12.7.1 to the extent required by law or regulation but in those circumstances the relevant party shall give the other parties prompt written notice where practicable and lawful to do so before the disclosure occurs so that the other parties can pursue any opportunity to resist disclosure though appropriate legal means; 12.7.2 to the extent required by any securities exchange or regulatory or governmental body to which any of the parties is subject; 12.7.3 to the extent that the information is in or comes into the public domain other than as a result of a breach of any undertaking or duty of confidentiality by any person; or 12.7.4 to professional advisers, to the extent that they need to know for the purposes of this Agreement and subject to equivalent undertakings of confidentiality.
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Clauses 12. 1.1 and 12.1.2 shall be without prejudice to Clause 30 (Service Credit Regime) and the indemnity or reimbursement obligation granted by the Authority to the Contractor under Clauses 11.4.1 (Indemnities relating to Existing Leases),
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Clauses 12. 1.9 and 12.1.10 of the Agreement are deleted in their entirety and replaced with the following quoted text: QUOTE
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Clauses 12. 1 and 12.2 apply for the term of this Agreement and for a period of 7 years from the date of expiration or termination of this Agreement.
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Clauses 12. 1 and 12.2 shall not apply to the extent that: 12.2.1 such disclosure is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, Code of Practice on Access to Government Information or the Environmental Information Regulations pursuant to clause 11 (Freedom of Information and Data Protection); 12.2.2 such information was in the possession of the party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 12.2.3 such information was obtained from a third party without obligation of confidentiality; 12.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of this Agreement, the Development Agreement and/or any Hosting and Support Agreement; or 12.2.5 it is independently developed without access to the other party's Confidential Information.
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Clauses 12. 3 and 12.4 shall not restrict the disclosure or use of information if and to the extent: 12.6.1 the information is or becomes publicly available (other than as a result of a breach by the discloser of any provision of (a) this agreement or (b) the confidentiality agreement between the Sellers and the Purchaser referred to in clause 12.7); 12.6.2 expressly required or permitted by this agreement or any other Acquisition Document; 12.6.3 required for the benefit of the Purchaser Group; 12.6.4 disclosure is made on a strictly confidential and need to know basis by the discloser to (a) (when the discloser is a member of the Purchaser Group) other members of the Purchaser Group; or (b) any of its or their Representatives, insurers, pension trustees, auditors or current or prospective funders; 12.6.5 as regards a Seller, is required or is considered necessary by him as part of, or in connection with the discharge by the Seller of his duties or obligations, to any member of the Purchaser Group pursuant to any agreement to which he is party with a member of the Purchaser Group; or (ii) the performance of his service agreement or contract of employment with a member of the Purchaser Group; or 12.6.6 required in connection with any legal action or proceedings (including any Acquisition Dispute).
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Related to Clauses 12

  • Clauses 3 4.6 through 3.4.10 of this article shall be applicable only to teachers whose date of hire is on or after the effective date of this agreement.

  • CLAUSES In this Agreement any reference to a “Clause” or a “Schedule” is, unless the context otherwise requires, a reference to a Clause or a Schedule to this Agreement.

  • STANDARD CLAUSES FOR NYS CONTRACTS The parties to the attached contract, license, lease, amendment or other agreement of any kind (hereinafter, "the contract" or "this contract") agree to be bound by the following clauses which are hereby made a part of the contract (the word "Contractor" herein refers to any party other than the State, whether a contractor, licenser, licensee, lessor, lessee or any other party):

  • Clause A. The work to be performed under this contract is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. § 1701u (Section 3). The purpose of Section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD- assisted projects covered by Section 3, shall, to the greatest extent feasible, be directed to low- and very low-income persons, particularly persons who are Subrecipients of HUD assistance for housing. B. The Parties to this contract agree to comply with HUD’s regulations in 24 CFR part 75, which implement Section 3. As evidenced by their execution of this contract, the parties to this contract certify that they are under no contractual or other impediment that would prevent them from complying with the part 75 regulations. C. The contractor agrees to send to each labor organization or representative of workers with which the contractor has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers' representative of the contractor’s commitments under this Section 3 clause, and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the Section 3 preference, shall set forth minimum number and job titles subject to hire, availability of apprenticeship and training positions, the qualifications for each; and the name and location of the person(s) taking applications for each of the positions; and the anticipated date the work shall begin. D. The contractor agrees to include this Section 3 clause in every subcontract subject to compliance with regulations in 24 CFR part 75, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this Section 3 clause, upon a finding that the subcontractor is in violation of the regulations in 24 CFR part 75. The contractor will not subcontract with any subcontractor where the contractor has notice or knowledge that the subcontractor has been found in violation of the regulations in 24 CFR part 75. E. The contractor will certify that any vacant employment positions, including training positions, that are filled (1) after the contractor is selected but before the contract is executed, and (2) with persons other than those to whom the regulations of 24 CFR part 75 require employment opportunities to be directed, were not filled to circumvent the contractor's obligations under 24 CFR part 75. F. Noncompliance with HUD’s regulations in 24 CFR part 75 may result in sanctions, termination of this contract for default and debarment or suspension from future HUD assisted contracts. G. With respect to work performed in connection with Section 3 covered Indian housing assistance, Section 7(b) of the Indian Self-Determination and Education Assistance Act (25 U.S.C. § 450e) also applies to the work to be performed under this contract. Section 7(b) requires that to the greatest extent feasible (i) preference and opportunities for training and employment shall be given to Indians, and (ii) preference in the award of contracts and subcontracts shall be given to Indian organizations and Indian-owned Economic Enterprises. Parties to this contract that are subject to the provisions of Section 3 and Section 7(b) agree to comply with Section 3 to the maximum extent feasible, but not in derogation of compliance with Section 7(b).

  • General Clauses 29.1 This Deed of Sale constitutes the entire agreement between the Parties as to the subject matter hereof and no agreement, representation or warranty between the Parties other than those set out herein are binding on the Parties. 29.2 No extension of time, waiver, indulgence or suspension of any of the provisions of this agreement, which any Party hereto may have given, shall be binding unless recorded in a written document signed by all Parties. 29.3 No variation or alteration or cancellation of this Deed of Sale or any of the terms hereof, shall be of any force or effect, unless in writing and signed by the Parties hereto. 29.4 The Parties signing this document confirm that they have read and understood all of the terms and conditions contained herein and agree that they are bound hereto. 29.5 The Seller and the Purchaser warrants that they are duly authorised to sign acceptance of the Deed of Sale. 29.6 The agreements and undertaking of parties contained in this agreement shall each be construed as an agreement and undertaking independent of any other provision of this agreement. The parties hereby expressly agree that it is not the intention of any party to violate any public policy, statutory or common law, and that if any sentence, paragraph, clause or combination of the same is in violation of the law of the Republic of South Africa, such sentence, paragraph, clause or combination of the same alone shall be void in the jurisdiction where it is unlawful, and the remainder of such clause and this agreement shall remain binding upon the parties hereto. The parties further acknowledge that it is their intention that the provisions of this agreement be binding only to the extent that they may be lawful under existing applicable law of the Republic of South Africa, and in the event that any provision hereof is determined to be overly broad or unenforceable, the parties hereto agree to the modification of such provisions by their attorneys to the minimum extent required to make them valid and enforceable.

  • SPECIAL CLAUSES [No special clauses apply to this grant agreement.] [The following special clauses apply to this grant agreement:]

  • Nothing in clauses E4 1 to E4.6 shall prevent either Party from using any techniques, ideas or Know-How gained during the performance of its obligations under the Contract in the course of its normal business, to the extent that this does not result in a disclosure of the other Party’s Confidential Information or an infringement of the other Party’s Intellectual Property Rights.

  • Priority of agreements, clauses and schedules i This Agreement, and all other agreements and documents forming part of or referred to in this agreement are to be taken as mutually explanatory and, unless otherwise expressly provided elsewhere in this Agreement, the priority of this Agreement and other documents and agreements forming part hereof or referred to herein shall, in the event of any conflict between them, be in the following order: (a) this Agreement; and (b) The Bid/Tender Document along with all the corrigendum issued. (c) all other agreements and documents forming part hereof or referred to herein;

  • Clauses and Schedules Any reference in this Agreement to a Clause or a sub-clause or a Schedule is, unless otherwise stated, to a clause or a sub-clause hereof or a schedule hereto.

  • Clause 1 Purpose and scope (a) The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation)1 for the transfer of personal data to a third country.

Most Referenced Clauses

Most Referenced Definitions