Subject to Clause 6. 2.1, the Concessionaire shall arrange for and procure, at its own cost and risk, all infrastructure facilities and utilities on or outside the Site for the construction, development, operation and maintenance of the Project, including procuring connection for and supply of electricity, water, telephone lines, sewage disposal etc.
Subject to Clause 6. 5 the Buyer may resell the Goods in the ordinary course of its business (but not otherwise) before the Company receives payment for the Goods. However if the Buyer resells the Goods before that time:
Subject to Clause 6. 2.1, the Selling Shareholder agrees and undertakes that, if at any time after the date of this Agreement up to and including the date falling twelve months from the Listing Date, it shall (i) if and when it pledges, mortgages or charges any securities or interests in the securities of the Company beneficially owned by it, immediately inform the Company and HSBC in writing of such pledge, mortgage or charge together with the number of securities so pledged or mortgaged or charged; and (ii) if and when it receives indications, either verbal or written, from any pledgee or mortgagee or charges that any of the pledged, mortgaged or charged securities or interests in the securities of the Company will be disposed of, immediately inform the Company and HSBC in writing of such indications. The Company agrees and undertakes that upon receiving such information in writing from the Selling Shareholder, it shall, as soon as practicable, notify the Stock Exchange and in accordance with the requirements of the Listing Rules or the Stock Exchange make a public disclosure in relation to such information by way of press announcement.
Subject to Clause 6. 1.2 below, each of the Parties shall treat as confidential and not disclose or use any information received or obtained as a result of entering into this Agreement (or any agreement entered into pursuant to this Agreement), which relates to:
Subject to Clause 6. 2 and 6.3 the Covenantors shall pay any amounts due under this deed in sterling in cleared funds:
Subject to Clause 6. 12.1.2 the Authority shall reimburse the Contractor in respect of Allowable Costs as shown in each Monthly Invoice complying with Clauses 6.12.1.3 and 6.12.1.4 in accordance with the provisions of Part 7 of the Finance Schedule (Cashflow Forecasting and Calculating Dates for Payment) to this Contract. Payment shall be made by electronic transfer of funds into the Contractor’s Payments Account.
Subject to Clause 6. 7(e). Fujifilm shall not have any liability to Checkmate whatsoever resulting from, and Checkmate shall fully indemnify Fujifilm against, all claims, suits, actions demands, liabilities, expenses and / or losses (including reasonable legal fees) brought against or suffered by Fujifilm or its Affiliates or its or their directors, officers and employees and the successors and permitted assigns of any of the foregoing, and against all costs incurred in connection therewith, arising out of or resulting from the use or operation of the Process (or any part of the Process) for production of Product or Intermediate by or on behalf of Checkmate, except to the extent that:
Subject to Clause 6. 1 and always to the rights of the Tenant to insist that the Landlord its agents or workmen shall be accompanied by a representative of the Tenant to permit the Landlord its agents or workmen at all reasonable times upon prior written notice (i.e. by giving one day notice) being given by the Landlord to enter upon and view the condition of the Demised Premises and to take inventories of the Landlord's fixtures and fittings therein and to do structural or external repairs to the Demised Premises. The Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be done or replacement necessary to be made to comply with the Tenant's covenants to repair herein contained, provided that the list of such repairs and works shall be reasonable and agreed by the Tenant. The Tenant shall execute such repairs and work within 14 days after the service of such notice failing which it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or work or make such replacements and the cost thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action.
Subject to Clause 6. 6.1 below Cyclacel shall conduct the defence of such claims or proceedings, including the right to settle them which shall include taking a licence from such Third Party, and Sankyo shall at Cyclacel’s cost and expense co-operate with Cyclacel and its legal counsel and be available at Cyclacel’s reasonable request to assist in such proceedings. Cyclacel shall keep Sankyo and its legal counsel fully and promptly informed at all times as to the status of Cyclacel’s defence.
Subject to Clause 6. 2.1 above, the Sponsors may transfer the Equity Shares held by them to any Person only in accordance with Clause 6.8 (Buy Back of Sponsor Securities) Clause 6.9 (APGL’s Call Option) and Clause 6.10 (Sponsors’ Put Option). It is clarified that the Sponsors shall not Transfer any Equity Shares they hold in the Company other than pursuant to Clause 6.8 (Buy Back of Sponsor Securities) Clause 6.9 (APGL’s Call Option) and Clause 6.10 (Sponsors’ Put Option).
