Notwithstanding Clause 12. 5.1, those employees who have overtime hours owing to them at the end of any school year, must receive payment for such overtime on the last regular pay of that school year.
Notwithstanding Clause 12. 1.1, it is hereby agreed that nothing in this Agreement shall prevent any member of the Seller’s Group located outside of Brazil from carrying on or being engaged or interested in any of the following activities in Brazil or elsewhere (none of which, for the avoidance of doubt, shall be a breach of Clause 12.1.1):
Notwithstanding Clause 12. 1 and other relevant clauses of the Agreement, in the event the CoC Party is not technically able to delete the Confidential Information due to system restraints for whatever reason, the CoC Party shall (i) delete as much of the Confidential Information as it is able, (ii) notify the Non-CoC party as soon as practicable that it is unable to delete all Confidential Information (including identification of what cannot be deleted), and (iii) shall continue to be bound by its obligations of confidentiality with regard to the Confidential Information it is not able to delete (including ensuring that its new controlling party is bound by such obligations of confidentiality and does not share such Confidential Information with its affiliates or otherwise in violation of such obligations of confidentiality).
Notwithstanding Clause 12. 3.1, IF the Licensee elects to use a Alternative Formulation to conduct the Incostop Project in the Territory, THEN the Maximum Incostop Amount shall be reduced to $600,000. Notwithstanding the foregoing, IF the FDA agrees that positive data and results from a single United States Phase III Study conducted by Licensee using the Alternative Formulation will be required for the approval of an NDA relating to a Licensed Product incorporating Incostop API, THEN the Maximum Incostop Amount shall be increased back to $1,200,000. IF (i) the Licensee elects to use a Alternative Formulation to conduet the Incostop Project in the Territory and (ii) the FDA requires the Licensee .to conduct two United States Phase III Studies for the approval of an NDA relating to a Licensed Product incorporating Incostop API, THEN (x) the Maximum Incostop Amount shall remain $600,000 and (y) Licensee shall reimburse up to $600,000 to Licensor for its conduct of the Incostop Project outside the Territory (the "EU Incostop Trial") upon the submission by the Licensee of an NDA to the FDA relating to a Licensed Product incorporating Incostop and data generated from the EU Incostop Trial. Finally, IF the Licensor and the Licensee use the same pharmaceutical formulation of Incostop to conduct the Incostop Project in their respective territories (that is they both use the same Alternative Formulation or they both use the same non-Alternative Formulation), THEN the Maximum Incostop Amount shall be $1,200,000.
Notwithstanding Clause 12. 3.1, the Seller agrees that the Purchaser may (at any time between the date of this Agreement and Closing) in its sole discretion, approach any Retained Employee with a proposal to stay employed within the Target Group following Closing.
Notwithstanding Clause 12. 1, each Group Company may disclose the terms of the investment to its employees, investment bankers, lenders, accountants, attorneys, business partners, directors, shareholders, senior management and bona fide prospective investors, in each case only where such persons or entities are under appropriate non-disclosure obligations. For the avoidance of doubt, other than disclosures to the foregoing permitted persons, none of the Group Companies may disclose the investment amounts in relation to the Subscription Shares, the valuation of the Company, the rights and privileges of the Investor under this Agreement and the Shareholders’ Agreement and the share capital structure of the Company to any person except with the prior written consent of the Investor.
Notwithstanding Clause 12. 1, each Warrantor may disclose the terms of the investment to its employees, investment bankers, lenders, accountants, attorneys, business partners, directors, shareholders, senior management and bona fide prospective investors, in each case only where such persons or entities are under appropriate non-disclosure obligations. For the avoidance of doubt, other than disclosures to the foregoing permitted persons, none of the Warrantors may disclose the investment amounts in relation to the Subscription Shares, the valuation of the Company, the rights and privileges of the Investors under this Agreement and the Shareholders’ Agreement and the share capital structure of the Company to any person except with the prior written consent of the Investors.
Notwithstanding Clause 12. 1, the Buyer may assign by way of security all or any of its rights under this agreement and/or any agreement or document entered into pursuant to this agreement to any bank and/or any financial institution lending money or making banking facilities available to the Buyer.
Notwithstanding Clause 12. 1, the Buyer shall be entitled to assign its rights under this agreement and/or any agreement or document entered into pursuant to this agreement to any member of the Buyer’s Group provided that the Buyer shall procure that any such company to whom it assigns any of its rights under this clause shall re-assign all such rights to the Buyer immediately prior to its ceasing to be a member of the Buyer’s Group.
Notwithstanding Clause 12. 1, the Purchaser shall be entitled to assign its rights under this Agreement and/or any agreement or document entered into pursuant to this Agreement to any subsidiary or parent undertaking of the Purchaser and any subsidiary of its parent undertakings which is a registered company in the United Kingdom, provided that the Purchaser shall procure that any such company to which it assigns any of its rights under this clause shall re-assign all such rights to another subsidiary or parent undertaking of the Purchaser in the event it cease to be such an undertaking. EXECUTED AS A DEED, but not delivered until the date at the head of this Agreement. Schedule 1: Vendor, Shares and Consideration (Party 1, Clauses 1.1, Schedule 2) ====================================== ==================================== ==================================== (1) (2) (3) Vendor's name and address Shares Percentage entitlement to Consideration -------------------------------------- ------------------------------------ ------------------------------------ XXXXX XXXXXX XXXXXX 182,664 Ordinary Shares of (pound)1 each 100% Mumbery Lodge, 0 Xxxxxxx Xxxxx, all called up and fully paid up Wargrave, Reading, Berkshire RG10 8AQ ====================================== ==================================== ====================================
