Nothing in Clause 12. 1.1 will apply to prevent or restrict the Seller or any member of the Seller’s Group from:
(i) the provision of Cash Technology Solutions to any Group Company in connection with the Deposita Support Agreements;
(ii) the provision of products or services relating to Cash Business or Cash Technology Business within International Logistics Territories, save to the extent an International Logistics Territory is also a Cash Territory;
(iii) entering into a new agreement or contract (including an additional purchase order or agreement under an existing agreement with an existing customer) following Closing for the supply, distribution or provision of Cash Technology Solutions with existing and new customers in Cash Territories where the relevant agreement or contract was (in relation to an existing agreement), or is being entered into:
(a) as a global or multi-territory agreement or contract; and
(b) outside a Cash Territory but under such agreement or contract the customer installs or uses, or requires the installation or use, of the relevant Cash Technology Solution in a Cash Territory, subject to: (a) the number of installations within the Cash Territories not exceeding 25 per cent. of the total installations for the relevant customer under such agreement or contract (not taking into account any such installations or uses attributable to any existing customer up to the date of Closing); and (b) the Seller not conducting any marketing activities in relation to such agreements and contracts within the Cash Territories;
(iv) selling, performing or entering into, any agreement or contract for the supply or provision of, Cash Technology Solutions with an existing or new customer that is incorporated, resident or has its place of business in a Cash Territory but where the installation or use of the Cash Technology Solution under that contract is not in a Cash Territory (save in the circumstances set out in clause 12.1.2(iii) above); or
(v) continuing to carry out any business that the Seller, or any member of the Seller’s Group, conducts at the Closing Date, save for any Restricted Business.
Nothing in Clause 12. 1.1 shall prohibit the Company from making any announcement or despatching any circular as required by Applicable Law, in which case the announcement shall only be released or the circular despatched after consultation with Scopia and after taking into account the reasonable requirements of Scopia as to the content of such announcement or circular.
Nothing in Clause 12. 1 excuses the Tenant from payment of Rent, in the amounts and at the times specified in this Lease.
Nothing in Clause 12. 2.1 restricts any member of the Group from taking any action or refrain from taking any action:
(a) expressly contemplated by this Agreement;
(b) consented to in advance by the Buyer in writing (which consent shall not unreasonably be withheld, conditioned or delayed);
(c) set forth on Schedule 10; or
(d) required to comply with any Applicable Rules or Law.
Nothing in Clause 12. 1 of this Agreement shall affect the liability of any party in respect of any misrepresentation, warranty or condition that it makes fraudulently.
Nothing in Clause 12. 1 shall preclude any Restricted Person from acquiring any firm, partnership or business, or any shares of a company or group of companies which is or is about to be engaged in any activity restricted under Clause 12.1.1 ("the Acquired Business") or from carrying on or permitting the carrying on of the Acquired Business PROVIDED THAT:
12.2.1 the turnover of the Acquired Business derived from such restricted activities during its last completed financial year prior to its acquisition by the Restricted Person does not represent more than 10 per cent of the total turnover of the Acquired Business during such financial year; and
12.2.2 the acquisition of such part of the Acquired Business which is engaged or is about to be engaged in such restricted activities is not the principal motive for the acquisition of the Acquired Business.
Nothing in Clause 12. 1.8 precludes individual employees and the employer form entering into a mutually agreed position of being able to carry hours over into the next twelve month period. This time carried over would be agreed to be utilised before the next twelve month anniversary.
Nothing in Clause 12. 2 shall restrict the Seller or the Company (after any public statement made in accordance with Clause 11.2) and the Purchaser or the Company (after Completion) from informing clients or suppliers of the acquisition of the Company by the Xxxxxxxxx.
Nothing in Clause 12. 1 shall preclude the Grantee or the Grantor from seeking urgent equitable relief before a court.
Nothing in Clause 12. 3 (Review, Monitoring and Reporting) shall preclude Homes England and the Lead Partner from agreeing an alternative means of dealing with the Delivery Failure to that set out in the Allocation Change Notice save that unless such alternative is agreed and reflected in IMS by the end of the then current Financial Year, the change required by Homes England in the Allocation Change Notice shall take effect on the next following 1 April and Homes England shall be entitled to make all such changes to IMS as are necessary to reflect the contents of the Allocation Change Notice.
