Clauses 4. 2 and 4.3 shall not apply to the giving of a waiver, a failure of a party to require full or part performance of an obligation or the granting of or agreement to an extension of time under this document.
Clauses 4. 6.3 to 4.6.10 apply to Introductory, Secure and Flexible tenancies.
Clauses 4. 2.5 to 4.2.10 (inclusive) shall not apply in respect of dealings with any Tax Authority in connection with any Tax matter.
Clauses 4. 1.1 and 4.
Clauses 4. 1.2 of both Original Agreements relating to maintenance fees (including any maintenance fees which became due on December 31, 2002).
Clauses 4. 01and 4.02 shall not apply to discussions that are of an operational nature and do not involve disciplinary action.
Clauses 4. 2.1.1 to 4.2.1.11 above shall not apply in respect of –
4.2.2.1 a Permitted Payment; and
4.2.2.2 any action taken with the prior written consent of the Agent.
Clauses 4. 2 and 4.4 and Schedule 7 (Conduct of business before Completion) shall not operate so as to restrict or prevent:
(A) the entering into in the ordinary course of business of any contract or commitment on bona fide arm’s length terms for the benefit of the Company or the Purchasers’ Group (as the case may be) which will be fully performed within, or is terminable in accordance with its terms by written notice of six months or less and which is not a contract requiring payment by the Company of, in excess of £100,000 per year (other than in the form of rebates under the Company’s normal terms of trading) and, in the case of the Company, the entering into of the Xxxxxxx Contract;
(B) any matter reasonably undertaken in an emergency or disaster situation with the intention of minimising any adverse effect thereof (and of which the Purchasers or the Share Receiving Sellers (as applicable) will be promptly notified);
(C) the completion or performance of any obligations undertaken pursuant to any contract or arrangement entered into by the Company or a member of the Purchasers’ Group (as applicable) prior to the date of this Agreement;
(D) any increase in the emoluments of any category of employees of the Company where such increase is made in accordance with the normal practice of the Company and in line with market rates;
(E) any action necessary (in the reasonable belief of the Company’s management or the management of the relevant member of the Purchasers’ Group (as applicable)) in order to comply with any requirement of applicable law or regulation (including any rules or requirements of any regulatory authority (including the FSA)) or in order to ensure the compliance with any laws or any regulations or rules of a regulatory authority (and in respect of any such material matter the Purchasers or the Share Receiving Sellers (as applicable) shall be consulted as far in advance as is practicable in the circumstances);
(F) any payment for or in respect of Tax when due;
(G) any matter contemplated in this Agreement or the other Share Purchase Documents (including the adoption by BGM of the Amended and Restated Certificate of Incorporation); or
(H) any matter undertaken by the Company at the written request of a Purchaser or any matter undertaken by a member of the Purchasers’ Group at the written request of the Seller Majority.
Clauses 4. 4 and 4.5 shall apply in the event of any defective or non-conforming Services or Deliverables.
Clauses 4. 1 to 4.3 shall not apply to any Shares acquired by and/or issued to a Shareholder by reason of any default or breach of the other Shareholder.
