Subject to Clause 4. 1.1 above and to the limits set out in Clause 4.1.8 below, the Supplier shall fully indemnify and keep indemnified the Customer on demand in full from and against all claims, proceedings, actions, damages, costs, expenses and any other liabilities whatsoever arising out of, in respect of or in connection with, the supply, purported supply or late supply of the Contract Services or the performance or non-performance by the Supplier of its obligations under the Framework Agreement and the Customer’s financial loss arising from any advice given or omitted to be given by the Supplier, or any other loss which is caused by any act or omission of the Supplier. The Supplier shall not be responsible for any injury, loss, damage, cost or expense if and to the extent that it is caused by the negligence or wilful misconduct of the Customer or by breach by the Customer of its obligations under the Contract.
Subject to Clause 4. 1.1, the Lenders will only be obliged to comply with Clause 5.4 (Lenders’ Participation) in relation to any Utilisation (other than in respect of a Delivery Loan or a Xxxxx Acceptance Loan) if, by the Specified Time on the proposed Utilisation Date for that Utilisation, the Agent has received all of the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent) in relation to the Ship in form and substance satisfactory to the Agent. The Agent shall notify the Borrower and the Lenders promptly upon being so satisfied.
Subject to Clause 4. 2, the quorum at a general meeting of the Company necessary for the transaction of any business of the Company shall be one or more Shareholders holding at least a majority of the paid up voting share capital of the Company, present in person or by proxy or corporate representative. In the event that a general meeting of the Company duly convened cannot be held for lack of a quorum within half an hour from the time appointed for the meeting, the meeting shall be adjourned to a date falling within 30 days of the initial general meeting, at the same time and place, and at least 14 days’ notice shall be given to all Shareholders in relation to such adjourned meeting. Subject to Clause 4.2, the quorum for the adjourned meeting shall be one or more Shareholders holding at least a majority of the paid up voting share capital of the Company, present in person or by proxy or corporate representative. If, at the adjourned meeting, a quorum is not present within half an hour from the time appointed for such adjourned meeting, the meeting shall be dissolved.
Subject to Clause 4. 1.1 of this Contract Schedule the Contractor shall employ New Employees on terms and conditions of employment which are, overall no less favourable than those of the Transferring Employees engaged in the provision of the service who is working alongside and holding the same or a similar position to that of the New Employees.
Subject to Clause 4. 13.1 as often as occasion requires during the Term at the Tenant's expense to obtain and if appropriate renew all planning permissions and serve all notices required under the Planning Acts for the carrying out by the Tenant of any operations or the institution or continuance by the Tenant of any use of the Premises or any part thereof
Subject to Clause 4. 1 and to the extent a Warrantholder has not had all of its Warrants exercised and converted pursuant to clause 5.1, such Warrantholder shall notify PubCo in writing as soon as practicable after the MAS Condition is satisfied or the MAS Condition ceases to be applicable to it due to dilutive issuance of PubCo or otherwise (the “Satisfaction Notice”). As soon as practicable after PubCo’s receipt of a Satisfaction Notice, all of the outstanding Warrants held by the Warrantholder issuing such Satisfaction Notice, shall automatically (without any act on the part of such Warrantholder) be exercised and converted into the Class A Ordinary Shares into which such Warrants are exercisable, being a number of Class A Ordinary Shares equal to the product of (x) the number of Warrants exercised pursuant to this clause 5.2, multiplied by (y) the Exercise Ratio.
Subject to Clause 4. 18.1, the Tenant shall notify the Landlord of any changes to any sublettings and submit to the Landlord a list (containing such particulars as the Landlord may require) of all the subtenants as and when required by the Landlord.
Subject to Clause 4. 2, a resolution in writing signed by all of the Directors for the time being or their alternates shall be as valid and effectual as if it had been passed at a meeting of Directors duly called and constituted. Any such resolution may consist of several documents in like form, each signed by one or more of the Directors. The expressions “in writing” and “signed” include approval by any such Director by facsimile, telefax, electronic mail or any form of electronic communication or electronic signature approved by the Directors for such purpose from time to time incorporating, if the Directors deem necessary, the use of security and/or identification procedures and devices approved by the Directors.
Subject to Clause 4. 1.1, the Tenant shall carry out, at the Tenant’s own costs and expense, the Tenant’s Works and shall comply with and observe the guidelines, terms and conditions set out in the Tenants’ Guide and any other specific requirements of the landlord.
Subject to Clause 4. 2 (Amendments and Waivers), each Secured Party may amend or waive the terms of the finance documents for the Secured Obligations owed to such Secured Party (other than this Agreement, any Transaction Security Documents and the Guarantee and Adherence Agreement) in accordance with their terms at any time.
