Notwithstanding Clause 9. 3.1 the Seller acknowledges that accuracy in forecasting the Net Delivered Energy the Complex is able to deliver is material for the quality and reliability of electricity supplies across the Grid System. The Seller accordingly agrees that it shall use state-of-the-art best possible means available to predict the long-term and short-term availability of the at the Site and on that basis shall provide to the Purchaser:
(i) not later than thirty (30) Days before the beginning of each Agreement Year, a year ahead forecast of Net Delivered Energy on a Monthly basis for the succeeding Agreement Year; and
(ii) not later than one (1) Week before the beginning of each Month, a Month ahead forecast of Net Delivered Energy on a Weekly basis for the succeeding Month.
(iii) The forecasts of Net Delivered Energy provided by the Seller to the Purchaser under Clause 9.3.2 shall not be binding on the Seller or the Purchaser.
Notwithstanding Clause 9. 5 the Vendor shall use its influence as shareholder of the Company that between the date of this Agreement and Closing, the supervisory boards of the Target Companies exercise their rights such that:
a) the relevant Target Companies carry on their business as a going concern in the ordinary and usual course and as carried out prior to the date of this Agreement, save in so far as agreed in writing by the Purchaser, such consent not to be unreasonably withheld or delayed;
b) the Target Companies inform the Purchaser comprehensively and provide such documentation reasonably requested by the Purchaser to the extent allowed by law of any material discussions with: (i) any regulatory authority in relation to the Company’s business; (ii) members of any insurance syndicate; (iii) the German Association of the Persons Insured (Bund der Versicherten); (iv) any Tax Authority; and (v) any consumer protection organisation or law firm acting on behalf of a number of the Company’s policyholders, if the subject matter of such discussions could reasonably be expected to have a material effect on the Company’s business taken as a whole.
Notwithstanding Clause 9. 4.1, if a person is disqualified from acting as a director in accordance with the provisions of the Act, such person shall be deemed to have been removed as a Director by the Shareholders from the date of such disqualification.
Notwithstanding Clause 9. 1, this Agreement shall forthwith automatically determine upon the death of the Executive, without any payment by way of compensation, damages or otherwise from the Group to the Executive.
Notwithstanding Clause 9. 10.2, the parties hereto also agree that each of the Joint Sponsors, the Overall Coordinators, the Joint Global Coordinators, the CMIs, the Joint Bookrunners, the Joint Lead Managers, the Co-lead Manager, the CMIs and/or the other Hong Kong Underwriters shall have the sole and absolute right, in circumstances in which it becomes or is joined as a defendant or third party in any proceedings in any court of competent jurisdiction, to join the Company and/or any of the other Warrantors as a party to those proceedings, or otherwise pursue claims against the Company and/or any of the other Warrantors in those proceedings.
Notwithstanding Clause 9. 3.1 the Employer may extend the prescribed hours of duty to be worked between 6.00am and 6.00pm Monday to Friday to meet operational and customer service requirements.
Notwithstanding Clause 9. 11, should the Institution consent in writing for the Contractor to sub- contract its rights and obligations, then the Contractor shall ensure its sub-contractor(s) comply with Clause 9.4.1 and 9.4.2 above and cooperate with the Institution at all times. The Contractor shall include a clause in its contract with its sub-contractor(s) to allow the audits and spot checks on the sub-contractor(s) by the Institution.
Notwithstanding Clause 9. 3.1, the Purchaser may assign the full benefit and the full burden under this Agreement to one subsequent purchaser of: (i) the Company (or any of the Subsidiaries) or substantially all of their business; (ii) the Purchaser; or (iii) the Purchaser's parent company, providing that such assignment is made within 18 months of Completion. The Vendors hereby give their consent to any such assignment.
Notwithstanding Clause 9. 1.1 the Landlord has the right to mortgage, encumber or charge the Land without obtaining the Tenant’s consent for the purpose only of obtaining finance prior to completion of the Construction Works.
Notwithstanding Clause 9. 2(f) and without prejudice to the indemnity obligations of KRPL under Clause 9.1.1, in the event that an indemnity claim made by Lipalton relates to a third party claim brought directly against Lipalton and/ or its Affiliates, then the conduct of such third party claims shall rest solely with Lipalton (acting reasonably), at the cost of KRPL. However, Lipalton and/or its Affiliates shall as soon as reasonably practicable inform KRPL, and will take reasonable steps to cooperate and discuss with KRPL on the steps/ action to be taken in relation to such third party claims, provided however that neither Lipalton nor any of its Affiliates will admit or accept any liability without the prior consultation with KRPL.”
17. A new clause 17.15 shall be added to the Investment Agreement and shall read as under:
