Notwithstanding Clause 12 Sample Clauses
The 'Notwithstanding Clause 12' serves to override or take precedence over the provisions set out in Clause 12 of the agreement. In practice, this means that even if Clause 12 would normally apply to a situation, the terms of the 'Notwithstanding Clause 12' will govern instead, effectively creating an exception or modification to the original clause. This approach is commonly used to address specific scenarios where the parties wish to alter the general rule established by Clause 12, ensuring flexibility and clarity in the contract's application.
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 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. 4.1.2 the Board shall grant one day for the funeral of a friend of the family or to act as a allbearer.
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 Subscribers 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 Subscribers.
Notwithstanding Clause 12. 1.1, it is hereby agreed that nothing in this Agreement shall prevent any member of the Seller’s Group that is licensed in 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. 1.1, 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):
(i) conducting any activity (including but not limited to marketing, promotion, solicitation, sale, client advisory services or any other provision of services in general) in Brazil which involves the provision of services to any Governmental Entity or any other entity which is substantially owned, controlled or financed by any Governmental Entity, whether in Brazil or elsewhere;
(ii) conducting any activity which a legal entity which does not hold a banking or insurance licence in Brazil is authorised, allowed or not prevented from conducting with any individuals or legal entities resident or domiciled in Brazil;
(iii) conducting any activity (including but not limited to the Competing Activities) outside of Brazil for individuals or legal entities resident or domiciled in Brazil;
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):
(i) conducting any activity (including but not limited to marketing, promotion, solicitation, sale, client advisory services or any other provision of services in general) in Brazil which involves the provision of services to any Governmental Entity or any other entity which is substantially owned, controlled or financed by any Governmental Entity , whether in Brazil or elsewhere;
(ii) conducting any activity which a legal entity which does not hold a banking or insurance licence in Brazil is authorised, allowed or not prevented from conducting with any individuals or legal entities resident or domiciled in Brazil;
(iii) conducting any activity (including but not limited to the Competing Activities ) outside of Brazil for individuals or legal entities resident or domiciled in Brazil; Banco Brades co S.A. has reques ▇▇▇ confidential treatment of the information in [***], which has been filed s eparately with the SEC.
(iv) acquiring any business in Brazil which is engaged in business which is the same as, or substantially similar to, the Competing Activities , provided that such acquisition involves at least one jurisdiction other than Brazil and is part of a global or regional acquisition of a group which has its headquarters located outside of Brazil;
(v) holding less than [***] of any class of shares of a person (including a bank subsidiary) in Brazil which is dealt on any investment exchange, provided that such member of the Seller’s Group has no control or any other management influence;
(vi) acquiring the ownership of less than [***] of the voting capital of any entity which is engaged in business which is the same as, or substantially similar to, the Competing Activities in Brazil, provided that such voting capital is owned by a member of the Seller’s Group within the Seller ’s private equity or asset management businesses, and it is not transferred to any member of the Seller’s Group who is not carrying on any such business until the date that is [***] months after Closing ;
(vii) owning less than [***] of the voting capital of any entity which is carrying on or engaged in business which is the same as, or substantially similar to, the Compe...
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):
(i) conducting any activity (including but not limited to marketing, promotion, solicitation, sale, client advisory services or any other provision of services in general) in Brazil which involves the provision of services to any Governmental Entity or any other entity which is substantially owned, controlled or financed by any Governmental Entity, whether in Brazil or elsewhere;