Subject to Clause 19. 2, a party (the Assigning Party) may assign its rights or novate its rights and obligations under this Agreement after obtaining the prior written consent of the other party (the Other Party).
Subject to Clause 19. 1 and save where otherwise provided in the Contract that a document may change, no amendment to any document comprising the Contract shall be valid unless and until made in writing and signed by Aspire and the Customer.
Subject to Clause 19. 1:
(a) the Issuers may, after prior consultation (other than in the case of insolvency of any Paying Agent) with the Agent, terminate the appointment of any of the Paying Agents at any time; and/or
(b) the Issuers may in respect of the Programme or the Issuers may in respect of any Series of Notes, if so required by the relevant Stock Exchange or regulatory body, appoint one or more further Paying Agents by giving to the Agent, and to the relevant Paying Agent, at least 45 days’ notice in writing to that effect.
Subject to Clause 19. 2.2, all payments made by a Party under this Agreement shall be made free from any counterclaim or set-off and without deduction or withholding of any Tax other than Taxes to be deducted or withheld by Law. If a Party is required by Law to make a deduction or withholding in respect of any sum payable under this Agreement, such sum shall be increased to the extent necessary to ensure that, after the making of any such deduction or withholding, the other Party receives the full amount which would have been received but for such deduction or withholding.
Subject to Clause 19. 1.3, the Borrower undertakes with the Finance Parties that it shall (and shall procure that each relevant member of the Group shall):
(a) close all bank accounts other than the Accounts within one month of the date of this Agreement, unless the Agent otherwise agrees; and
(b) transfer immediately prior to the closing of all accounts required to be closed pursuant to clause 19.1.2(a), all credit balances of such accounts to the Working Capital Account.
Subject to Clause 19. 1, bluesource does not accept any liability under or in relation to this Agreement, any Service Schedule or their subject matter (whether such liability arises due to an indemnity, tort, negligence, breach of contract, misrepresentation or for any other reason) for:
19.3.1 any loss of profits;
19.3.2 loss of sales or turnover;
19.3.3 loss of or damage to reputation;
19.3.4 loss of contracts;
19.3.5 loss of customers;
19.3.6 loss of, or loss of use of, any software or data;
19.3.7 loss of use of any computer or other equipment or plant;
19.3.8 wasted management or other staff time;
19.3.9 losses or liabilities under or in relation to any other contract;
19.3.10 indirect loss or damage;
19.3.11 consequential loss or damage;
19.3.12 loss(es) directly or indirectly due to network access by third parties; or
19.3.13 special loss or damage, For the purposes of this clause 19 the term "loss" includes a partial loss or reduction in value as well as a complete or total loss.
Subject to Clause 19. 2, the Concessionaire is responsible for and shall indemnify, keep indemnified and hold harmless TfL and the other members of the TfL Group (including their respective employees, sub- contractors and agents) (“the Indemnified Party”) against all Losses which the Indemnified Party incurs or suffers as a consequence of any breach or negligent performance of the Contract by the Concessionaire (or any of the Concessionaire’s Personnel) (including in each case any non-performance or delay in performance of the Contract) or of any breach of statutory duty, misrepresentation or misstatement by the Concessionaire (or any of its employees, agents or sub-contractors).
Subject to Clause 19. 3.2, LND may assign any of its rights and benefits under the Discounting Documents to another bank or other financial institution.
Subject to Clause 19. 1, the Supplier’s total aggregate liability arising under or in connection with this Agreement, whether arising in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise howsoever, shall in all circumstances be limited in aggregate to the greater of:
19.3.1 [two million pounds sterling (£2,000,000)]; or
19.3.2 200% of the Charges paid or payable in aggregate under this Agreement.
Subject to Clause 19. 1 and except as expressly provided to the contrary in this Agreement, neither Party will be liable to the other for any indirect, special or consequential loss or damage.
