Neither Clause Sample Clauses
The Neither Clause is a contractual provision stating that neither party is considered to have made certain representations, warranties, or admissions regarding a specific matter. In practice, this clause is often used to clarify that neither side is conceding liability, fault, or agreement on a disputed issue, such as in settlement negotiations or joint statements. Its core function is to prevent either party from being prejudiced by the agreement or communication, ensuring that participation or statements made do not later serve as evidence against them.
Neither Clause. 6.2 nor Clause 6.3 shall operate so as to restrict or prevent:
(A) any matter reasonably undertaken in response to events beyond the control of any member of the GSK Group with the intention of minimising any adverse effect of such events where it is not reasonably practicable in the circumstances for the Seller to have obtained the consent of the Purchaser before such matter is undertaken PROVIDED THAT the Seller shall inform the Purchaser of the relevant matter and circumstances as soon as reasonably practicable after doing so;
(B) the completion or performance of any obligations undertaken pursuant to any contract or arrangement entered into prior to the date of this Agreement to the extent that such completion or performance is due prior to Completion;
(C) any matter undertaken at the written request of the Purchaser;
(D) any matter contemplated by any Seller’s Transaction Document or any action taken by any member of the GSK Group pursuant to any Seller’s Transaction Document;
(E) any action or omission which any member of the GSK Group is required to take or omit to take by any applicable law or regulation, any Tax Authority or Governmental Entity;
(F) any matter or action undertaken in connection with the GSK Group Reorganisation Plans;
(G) any disposal of Business Inventory, obsolete assets or redundant assets, or any payment of cash, in each case in the ordinary course of trading or in a manner which is not inconsistent with the operational, investment and/or financial plans of the GSK Group for the Pre-Completion Period as described in the Information Memorandum (including, without limitation, in the Management Plan, as set out therein) and/or the Management Presentation;
(H) any matter necessary for the purposes of separating the Shared Business Contracts or the assets or business which relate to both the Business and the GSK Business in accordance with this Agreement or the Separation Plan;
(I) any matter or action undertaken in response to (i) any notice, request, order, demand or correspondence received from any Governmental Entity in connection with any Product, or (ii) incidents concerning Products, in any such case in accordance with GSK’s policies and procedures from time to time in force (including the Quality Management System), which matter or action may include, without limitation to the generality of the foregoing, instigating recalls of Products or issuing safety notifications in respect of relevant Products, PROVIDED HOWEVER THAT t...
Neither Clause. 19.1 nor 19.2 shall prohibit disclosure or use of any information if and to the extent:
19.3.1 the disclosure or use is required by law, any regulatory body or the rules and regulations of any recognised stock exchange;
19.3.2 the disclosure or use is required to vest the full benefit of this Agreement in the Vendor or the Purchaser, as the case may be;
19.3.3 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 reasonably required to be made to a Taxation authority in connection with the Taxation affairs of the disclosing Party;
19.3.4 the disclosure is made to professional advisers of the Purchaser or the Vendor on terms that such professional advisers undertake to comply with the provisions of Clause 19.1 or 19.2 in respect of such information as if they were a party to this Agreement;
19.3.5 the information becomes publicly available (other than by a breach of this Agreement);
19.3.6 the other Parties have given prior written approval to the disclosure or use; or
19.3.7 the information is independently developed after Completion, provided that prior to disclosure or use of any information pursuant to Clause 19.3.1, 19.3.2, 19.3.3 (except in the case of disclosure to a Taxation authority) or 19.3.4, the Party concerned shall promptly notify the other Party of such requirement with a view to providing the other Party with the opportunity to contest such disclosure or use or otherwise to agree to the timing and content of such disclosure or use.
Neither Clause. 6.1 nor Clause 6.2 shall operate so as to restrict or prevent:
6.4.1 any matter reasonably undertaken by the Company or the Subsidiary in an emergency or disaster situation with the intention of minimising any adverse effect of such situation (and the Vendors and/or Management Warrantors (as the case may be) will in any event promptly notify the Purchaser of such situation);
6.4.2 the completion or performance of any obligations undertaken pursuant to any contract or arrangement entered into by the Company or the Subsidiary prior to the date of this Agreement;
6.4.3 any action pursuant to a requirement of law or applicable regulation (and the Management Warrantors will in any event promptly notify the Purchaser of such requirement);
6.4.4 any action specifically provided for in this Agreement; or
6.4.5 any matter undertaken at the written request of the Purchaser.
Neither Clause. 6.1 nor Clause 6.2 shall not operate so as to restrict or prevent:
6.3.1 the incurring of any capital expenditure or capital commitment of less than, in aggregate, £50,000;
6.3.2 any matter reasonably undertaken by any member of the Target Group in any emergency or disaster situation with the intention of minimising any adverse effect of such situation (and the Vendor shall in any event promptly notify the Purchaser of such situation);
6.3.3 the completion or performance of any obligations undertaken pursuant to any contract or arrangement entered into by any member of the Target Group prior to the date of this Agreement, provided that such contract or arrangement was entered into in the ordinary and usual course of business;
6.3.4 any action pursuant to a requirement of law or applicable regulation (and the Vendor shall in any event promptly notify the Purchaser of such requirement); or
6.3.5 any action specifically provided for in this Agreement.
Neither Clause. 19.1 nor 19.2 shall prohibit disclosure or use of any information if and to the extent:
(a) the disclosure or use is required by law, any regulatory body or the rules and regulations of any recognised stock exchange or regulatory body including, but not limited to, the US Securities an Exchange Commission in the case of the Purchaser;
(b) the disclosure or use is required for the purposes of any judicial proceedings arising out of this Agreement or any of the Transaction Documents or the disclosure is required to be made to a Tax Authority in connection with the Taxation affairs of the disclosing party;
(c) the disclosure or use is required to vest the full benefit of this Agreement in any of the Sellers or in the Purchaser, as the case may be;
(d) the disclosure or use is required in the view of the Purchaser, acting reasonably, for any filing or submission to be made in furtherance of securing any competition or regulatory approvals;
(e) the disclosure is made to professional advisers of the Sellers or the Purchaser provided that such disclosure is made in terms that such professional advisers, auditors or bankers undertake to comply with the provisions of Clauses 19.1 or 19.2 (as the case may be) in respect of such information as if they were a party to the Agreement;
(f) the information has come into the public domain (other than through the fault of that party or the fault of any person to whom such information is disclosed in accordance with sub-paragraph (e);
(g) the information is at any time after the date of this Agreement lawfully acquired on a non-confidential basis from a third party who, as far as the Sellers are or the Purchaser is (as the case may be) aware, does not owe the other party or any of its affiliates an obligation of confidence in relation to it.