Subject to Clause 16 Sample Clauses
Subject to Clause 16. 6, The Supplier agrees that it shall not during the term of any Contract relating to an End User solicit or endeavour to entice away from Partner the business or custom of that End User with a view to providing services that replace or compete with the services provided to End User by Partner.
Subject to Clause 16. 3.4, the award of the arbitrator shall be final and binding on the parties.
Subject to Clause 16. 2, any dispute arising out of or in connection with this Master Agreement and/or any Confirmation Notice (including any dispute in relation to the existence, validity or termination of any agreement, and including any non-contractual obligations arising out of or in connection with the Master Agreement or a Confirmation Notice) shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") in force at the time of commencement of the arbitration proceedings.]
Subject to Clause 16. 2, either Party (the “Terminating Party”) may terminate the Interconnection Agreement by providing notice to the other Party if:
(a) the other Party ceases to be an LL / LDI / CMO licensee; or
(b) a permission in respect of Co-location Space under Schedule B3 and Schedule C8 terminates unless the other Party has put in place alternative arrangements for Interconnection to occur prior to the termination of the license of Co-location Space; or
(c) the other Party is in material breach of this Agreement including, but not limited to, failure to pay any sum under this Agreement or failure to deposit the disputed amount in the Escrow Account in terms of Annex E; or
(d) the Operator fails to provide or amend Security Deposit or make payment of any amount in accordance with the conditions set out in Clause 20; or
(e) the other Party is unable to pay its debts, becomes insolvent, or has ceased or threatens to cease business, or an order for winding up has been passed by a Court of competent jurisdiction, or a resolution for voluntary winding up has been passed, or a receiver or manager or judicial manager has been appointed over the whole or substantial part of its assets or property, or the other Party ceases to carry on business, or any action is taken by any creditor of the other Party to recover, realise or enforce any security or to enforce any judgment against the whole or a substantial part of the assets or property of the other Party; or
(f) continued operation of this Interconnection Agreement is unlawful or poses a serious and imminent threat to health, life or property; or
(g) if, in the Terminating Party’s reasonable opinion, the other Party attempted to use, is likely to use, or has used any Services (whether with or without the authorization and/or permission of the Terminating Party) in contravention of any law and the Terminating Party has the necessary confirmation from the relevant Governmental Agency that the other Party is in contravention of law; or
(h) any material information provided or representation made by the other Party is untrue, misleading or inaccurate and has an adverse material impact on the Terminating Party in relation to its provision of Services under this Agreement.
Subject to Clause 16. 1:
a) neither Party to the Agreement shall have any liability to the other Party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any indirect or consequential loss arising under or in connection with this agreement;
b) the Supplier’s total liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this agreement shall be limited to the value of any individual Purchase Order, aggregated if there is more than one Purchase Order in process, which have given rise to losses arising; and
c) the Customer’s total liability to the Supplier, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this agreement shall be limited to the Purchase Order Charges for any individual Purchase Order, aggregated if there is more than one Purchase Order in process.
Subject to Clause 16. 4, this Agreement may also be terminated by either Party giving to the other Party not less than three calendar months’ written notice to the other Party or such other period to be agreed between the Parties, whereby such notice shall become effective and the Agreement may be terminated at the end of the Notice Period.
Subject to Clause 16. 1 neither Party shall in any circumstances be liable whether in contract, tort (including for negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise;
(a) any loss (whether direct or indirect) of profits, business, business opportunities, revenue, turnover, reputation or goodwill;
(b) loss (whether direct or indirect) of anticipated savings or wasted expenditure (including management time); or
(c) any loss or liability (whether direct or indirect) under or in relation to any other contract.
Subject to Clause 16. 1:
16.2.1 the Supplier shall not be liable for:
(a) loss of profits; or
(b) loss of business; or
(c) depletion of goodwill and/or similar losses; or
(d) loss of anticipated savings; or
(e) loss of contract; or
(f) loss of use; or
(g) loss or corruption of data or information; or
(h) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses;
16.2.2 the Supplier's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with:
(a) loss or damage to tangible property resulting from the Supplier's or its Affiliates' breach of this Agreement or negligence shall be limited to a maximum aggregate figure of £1 (one) million pounds sterling; and
(b) all other liabilities arising from or in relation to the performance or contemplated performance of this Agreement shall be limited to a maximum aggregate figure of the Charges. Lorien Resourcing Limited Date Version Page
Subject to Clause 16. 5 either party may cancel the Contract at any time after the Cancellation Period by giving to the other not less than 14 days’ notice to that effect and in that case:
16.4.1 the Landlord will be liable to pay the Agent the applicable Fees for the Services already performed and expenses incurred by the Agent on the Landlord’s behalf, before receiving the Landlord’s notice of cancellation;
16.4.2 if the Contract is terminated by either party after the Agent has found a tenant who is willing and able to enter into a Tenancy Agreement, whether or not a Tenancy Agreement is concluded, the Landlord will pay the Agent the applicable set-up Fee, and any unpaid advertising and marketing costs, within 14 days of the date of the Agent’s invoice for the same;
16.4.3 the Agent is authorised to deduct Fees due under this clause from any money the Agent has received from the Landlord or tenants, but will pay any surplus to the Landlord within 28 days of receiving notice of cancellation.
Subject to Clause 16. 1, the Parties agree that each Party shall be responsible for paying any taxes arising pursuant to or in relation to this Agreement for which the Party is primarily liable.