Notwithstanding Clause 8. 1.10, the Borrower and each Guarantor shall not incur or allow to remain outstanding any Financial Indebtedness owing to any shareholder of a Group Company (excluding other Group Companies and excluding amounts owing under or in connection with sums raised by the Borrower pursuant to clause 3.5.1(xiii)) or any persons or companies related to them, unless such Financial Indebtedness is on terms (including interest, repayment and subordination) satisfactory to the Lender;
Notwithstanding Clause 8. 2.1, the Borrower may, by notice to the Facility Agent delivered not less than 10 Business Days' prior to an Interest Payment Date, elect that any accrued interest on a Senior Facility G Loan for the relevant Interest Period which ends on that Interest Payment Date, be capitalised to the Senior Facility G Outstandings on that Interest Payment Date, provided that the Senior Facility G Outstandings plus any capitalised interest in respect of Senior Facility G shall not exceed 120 per cent. of the Senior Facility G Commitment on that Interest Payment Date. If the Senior Facility G Outstandings would exceed the Senior Facility G Commitment on that Interest Payment Date that portion of the accrued interest which would cause the Senior Facility G Outstandings to exceed 120 per cent. of the Senior Facility G Commitment shall be paid on that Interest Payment Date.
Notwithstanding Clause 8. 6.1, a teacher who is in receipt of an administrative or supervisory allowance who renders service during a vacation period, at the request of the chief superintendent of schools, or the delegated authority, shall receive time off in lieu during the school year for the actual time worked or be paid one four hundredth (1/400th) of the teacher’s total annual salary and allowances for each half (1/2) day of work.
Notwithstanding Clause 8. 1.1 and subject to Clause 8.1.3, in respect of a single line item in the Agreed Budget, the Company shall be entitled to apply the Subscription Proceeds by up to[***] more or less than the total spend allocated to that line item in the Agreed Budget and provided that the Subscription Proceeds are spent in accordance with the aforementioned limits such spend will be considered to be in accordance with the Agreed Budget for the purposes of this Agreement.
Notwithstanding Clause 8. 1.1, any member of the Seller’s Group shall, without incurring any liability as a result thereof, be allowed to act immediately, without awaiting the Purchaser’s response to a request for prior approval or even without requesting the Purchaser’s prior approval, if the circumstances so required, in which case the Seller shall inform the Purchaser of any such situation and acts as soon as possible thereafter.
Notwithstanding Clause 8. 5.1, the Seller and the Purchaser agree to co- operate to explore ways to enable the change of name of each of the Target Group Financial Companies and Target Group Insurance Companies to become effective on or prior to Closing , or to the extent not feasible, on the earliest possible date thereafter, including making representations to BACEN or SUSEP (as applicable).
Notwithstanding Clause 8. 3.1, BioFocus is permitted to transfer or assign this agreement, without the prior consent of the Client, to any of its Affiliates so long as (a) it also assigns all Schedules of Work to the same Affiliate and (b) the Affiliate expressly assumes all of the obligations of BioFocus.
Notwithstanding Clause 8. 6.1.1, where there are genuine operational reasons for consideration of this option, the Employer, after consultation with the employee, may place the employee on special paid leave at any time during the notice period.
8.6.1 NOTICE (Aca&Gen)
8.6.2 JOB SEARCH (Aca&Gen)
Notwithstanding Clause 8. 1, the Consultant may terminate this Agreement immediately at any time by written notice to the Client (with no obligation to undertake any further performance of the Services) in the event that:
(a) the Client commits any serious or persistent default or breach of any obligation under this Agreement, which is either not capable of remedy or which, if capable of remedy, has not been remedied within 21 days of such default or breach having been notified by the Consultant to the Client; or
(b) the Client fails to pay the Fee, or any part thereof, within 0 days of payment falling due;
(c) any Group Company is convicted of a criminal offence which materially and adversely affects the provision of the Services or the Consultant’s or the Individual’s or any Substitute’s business or reputation; or
(d) any Group Company is the subject of insolvency proceedings or passes a resolution with a view to its winding up or administration or liquidation or has a receiver appointed over any of its property or assets, or has entered into any composition, compromise, assignment or arrangement with all or any class of creditors; or
(e) any Group Company has committed any act of fraud or dishonesty or has done anything with the intention of bringing the Consultant or the Individual or any Substitute into disrepute.
Notwithstanding Clause 8. 3, the rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this Agreement are not subject to the consent of any other person.
