Clauses 8. 1 to 8.3 shall not apply to a Respite Resident. For the avoidance of doubt, all other terms and conditions of this Agreement shall apply to a Respite Resident.
Clauses 8. 8.4 and 8.8.5 shall continue in full force and effect as regards the Trustee even if it no longer is Trustee.
Clauses 8. 1 and 8.2 do not apply where You deal as a consumer to the extent that such exclusions or limitations are not permitted by law. Nothing in this Agreement shall adversely affect the consumer.
Clauses 8. 2.2 and 8.2.3 do not apply when trade or business education training has been given credit toward a bachelor of education degree.
Clauses 8. 1 and 8.2 shall not prohibit the disclosure of any information if and to the extent:
8.3.1 the disclosure or use of that information is required (or the disclosing party, in its reasonable opinion, acting in good faith, determines that the disclosure or use of that information is required) by any applicable laws, rules or regulations or any Governmental Authority;
8.3.2 the disclosure is required by compulsion of law or regulation, pursuant to an order of a court of competent jurisdiction, or pursuant to any proper order or demand made by any competent authority or body where the relevant Party is under a legal or regulatory obligation to make such a disclosure;
8.3.3 the disclosure is made to the relevant Party’s professional advisers (whether in the ordinary course of business or in connection with the Transaction) who are themselves bound by professional duties of confidentiality owed to the disclosing Party or its Affiliate;
8.3.4 that it is reasonably required to enable a Party to carry out its responsibilities, or for a Party (or its Affiliate) to enforce its rights, under this Deed, where the disclosure is made to any of the relevant Party’s directors, employees or Affiliates who are made aware of and comply with all the Party’s obligations of confidentiality under this clause 8 as if they were a Party; or
8.3.5 the information is or becomes publicly available (other than as a result of a breach of this Deed or the LM Deed), provided that, prior to disclosure or use of any information pursuant to clauses 8.3.1 and/or 8.3.2, the disclosing Party concerned shall, where not prohibited by law, consult with the other Parties and use reasonable endeavours to assist the other Parties in seeking to preserve the confidentiality of such information consistent with applicable laws and regulations.
Clauses 8. 1 and 8.2 shall not apply to any Confidential Information to the extent that:
8.3.1 it is or becomes generally available to the public other than by breach of this Agreement; or
8.3.2 which either party is obliged to disclose by a court of law; or
8.3.3 which either party is obliged to disclose pursuant to a statutory, legal or parliamentary obligation, including any requirements for disclosure under the Freedom of Information Xxx 0000 or the Environmental Information Regulations. relation to such statutory request.
Clauses 8. 10 and 8.11 shall not apply if you leave as a result of a significant change in Xxxxxxxx’ membership (for example if a number of practitioners leave as a group).
Clauses 8. 3.1 and 8.3.2 shall not restrict or prevent in any respect:
a. any act or conduct which Aegon, Aegon Europe, or any Group Company is required to take, or omit to take, as a result of, or in order to comply with any Applicable Law or any binding legal obligation as Fairly Disclosed (including under this Agreement);
b. any act or conduct (y) as referred to in, or necessary to implement (i) the BMTP 2022-2024 as Fairly Disclosed (ii) the Aegon NL quarterly board reports Fairly Disclosed, and (iii) the Aegon NL funding plan as Fairly Disclosed, or (z) as reasonably required to remain within the Risk Appetite Profile as Fairly Disclosed; Aegon Annual Report on Form 20-F 2022 | 501 About Aegon Governance and risk management Financial information Non-financial information
c. any action taken, or omitted to be taken, by any Group Company in an emergency or disaster situation as deemed reasonably necessary by Aegon or Aegon Europe or any Group Company with the intention of minimising any adverse effect of such situation in relation to the Group (and of which ASR shall be notified in writing (email being sufficient) as soon as reasonably possible), provided that the mechanism set out in Clause 8.3.4 cannot reasonably be observed;
d. any action required to be implemented by an Authority, including pursuant to any Applicable Law issued by an Authority;
e. any act or conduct explicitly permitted by or required under, or explicitly contemplated by, this Agreement or any other transaction document in connection with the Transaction and any actions set out therein;
f. any act or conduct in relation to asset and liability management (ALM) or investment management of the Group’s insurance, banking and pensions business (including amendment of the interest rate hedging position), in the ordinary course of business, consistent with past practice, and in line with the Risk Appetite of the Group, taking into account the market circumstances, after, in case of an act or conduct having a material effect, consultation with ASR; or
g. any action that would qualify as Aegon Permitted Leakage.
Clauses 8. 4.1 and 8.4.2 shall not restrict or prevent in any respect:
a. any act or conduct which ASR or any ASR Group Company is required to take, or omit to take, as a result of, or in order to comply with any Applicable Law or any binding legal obligation as Fairly Disclosed (including under this Agreement);
b. any act or conduct as may be reasonably necessary in connection with the business plan or budget of the ASR Group as Fairly Disclosed;
c. any action taken, or omitted to be taken, by any ASR Group Company in an emergency or disaster situation as deemed reasonably necessary by ASR or any ASR Group Company with the intention of minimising any adverse effect of such situation in relation to the ASR Group (and of which Aegon Europe shall be notified in writing (email being sufficient) as soon as reasonably possible), provided that the mechanism set out in Clause 8.4.4 cannot reasonably be observed;
d. any action reasonably required to be implemented by an Authority, 504 Aegon Annual Report on Form 20-F 2022 Exhibit 4.4 including pursuant to any Applicable Law issued by an Authority; or
e. any act or conduct explicitly permitted or required under, or explicitly contemplated in, this Agreement or any other transaction document in connection with the Transaction and any actions set out therein.
Clauses 8. 1.1 to 8.1.4 and 8.1.8 (as applicable to Clauses 8.1.1 to 8.1.4) 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).
