Neither Clause Sample Clauses

Neither Clause. 11.3.2 or 11.3.3 shall prohibit disclosure or use of any information if and to the extent: (i) the disclosure or use is required by law, any regulatory body or the rules and regulations of any recognised stock exchange; (ii) the disclosure or use is required to vest the full benefit of this Agreement in the Vendors or the Purchaser, as the case may be; (iii) 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; (iv) the disclosure is made to professional advisers of the Purchaser or the Vendors on terms that such professional advisers undertake to comply with the provisions of Clause 11.3.2 or 11.3.3 in respect of such information as if they were a party to this Agreement; (v) the information becomes publicly available (other than by breach of the Confidentiality Agreement or of this Agreement); (vi) the other party has given prior written approval to the disclosure or use; (vii) the information is independently developed after Completion, provided that prior to disclosure or use of any information pursuant to Clause 11.3.4(i), (ii), (iii) (except in the case of disclosure to a Taxation authority) or (iv), 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 the timing and content of such disclosure or use.
Sample 1
AutoNDA by SimpleDocs
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...
Sample 1
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.
Sample 1
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.
Sample 1
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.
Sample 1

Related to Neither Clause

  • ZIPPER CLAUSE 1. This Agreement sets forth the full and entire understanding of the parties regarding the matters herein. This Agreement may be modified, but only in writing, upon the mutual consent of the parties.

  • Severability of Clauses If any part of this Agreement is declared or held to be invalid for any reason, such invalidity will not affect the validity of the remainder which will continue in full force and effect and be construed as if this Agreement had been executed without the invalid portion, and it is hereby declared the intention of the parties that this Agreement would have been executed without reference to any portion which may, for any reason, be hereafter declared or held to be invalid.

  • WAIVER CLAUSE The parties acknowledge that during the negotiations which resulted in this Agreement, each had the unlimited right and opportunity to make demands and proposals with respect to any subject matter not removed by law from the area of collective bargaining, and that the understandings and agreements arrived at by the parties after the exercise of that right and opportunity are set forth in the Agreement. Therefore, the Employer and the Association, for the life of this Agreement, each voluntarily and unqualifiedly waives the right and each agrees that the other shall not be obligated to bargain collectively with respect to any subject or matter not specifically referred to or covered in this Agreement, even though such subjects or matters may not have been within the knowledge or contemplation of either or both of the parties at the time that they negotiated or signed this Agreement.

  • NO STRIKE CLAUSE During the life of this Agreement the VSEA and employees covered by this Agreement acknowledge their statutory obligations in relation to 3 VSA 903(b) and agree to be bound thereby.

  • No Implied Waiver of Provisions The failure of the System Agency to object to or to take affirmative action with respect to any conduct of the Grantee which is in violation or breach of the terms of the Grant Agreement shall not be construed as a waiver of the violation or breach, or of any future violation or breach.

  • Disclaimer of Consequential Damages Notwithstanding any provision to the contrary, in no event shall any Party be liable to another Party for any incidental, consequential, special, exemplary or indirect damages, lost business profits or lost data arising out of or in any way related to the Contract Documents.

  • Limitation on Direct Damages Except for Unlimited Liability above and Partner’s obligations to pay for the Offerings, Partner’s violation of the restrictions on use of Products and Services or Dell or its Affiliates’ intellectual property rights, and to the extent permitted by the applicable local law, Dell’s (including its suppliers’) total liability arising out of any Dispute or any matter under the Agreement, is limited to the lower amount of either (a) the amount Partner paid to Dell during the 12 months before the date that the matter or Dispute arose for the Product, Services or both that are the subject of the Dispute; or (b) $1,000,000 USD (or equivalent in local currency) (“Liability Cap”). This excludes amounts received as reimbursement of expenses or payment of taxes. The existence of more than one claim will not increase or otherwise alter these limitations on Dell’s liability. Notwithstanding anything otherwise set forth above, Dell (and its suppliers) shall have no liability for any direct damages resulting from Partner’s use or attempted use of Third-Party Software, Free Software or Development Tools (all defined in the XXXX), or Third Party Products.

  • Survival Clause It is the intent of the Parties that this Agreement and procurement method applies to any TIPS Sale made during the life of this Agreement even if made on or near the Contract Expiration Date as defined herein. Thus, all TIPS Sales, including but not limited to: leases, service agreements, license agreements, open purchase orders, warranties, and contracts, even if they extend months or years past the TIPS Contract Expiration Date, shall survive the expiration or termination of this Agreement subject to the terms and conditions of the Supplemental Agreement between Customer and Vendor or unless otherwise specified herein.

  • LIMITATION OF LIABILITY TO TRUST PROPERTY The term “

  • 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. SIGNED at on this the day of 20 . AS WITNESS:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!