Subject to Clause 7. 1.1 and other obligations of the Purchaser under this Agreement, the Seller shall provide consent, take allotment and place indents etc. in accordance with extant railway rules and procedures.
Subject to Clause 7. 2.1, prior to a proposed Transfer, the Manager may require a written opinion of responsible counsel (which may at the Manager’s discretion be an in-house counsel), satisfactory in form and substance to the Manager in relation to such matters as the Manager may reasonably require.
Subject to Clause 7. 1.1 and notwithstanding Clause 7.1.2
Subject to Clause 7. 1.1.1 all remaining Facility A Loans outstanding shall be repaid in full by no later than the Final Maturity Date.
Subject to Clause 7. 1.3, in case of a Breach the sole remedy of the Purchaser shall be either:
a. to reduce the amount of any unpaid Profit Right by the amount of such liability of the Seller in respect of such Breach as so agreed or determined in the manner provided for in Clause 7.1.1 (provided always that a Profit Right shall never be less than zero); or
b. to reduce the number of any unissued IPO Shares, valued at the IPO Price per share, with such number as to reflect the amount of such liability of the Seller in respect of such Breach as so agreed or determined in the manner provided for in Clause 7.1.1 (provided always that a IPO Share Right shall never be less than zero), and the liability of the Seller in respect of such Breach shall be so limited.
Subject to Clause 7. 1.4 and Clause 7.1.5 the decision making of TopCo shall be governed by the Delegation Policy, [provided that the delegation of TopCo Board decisions by the TopCo Board shall be at the absolute discretion of the TopCo Board from time to time].
Subject to Clause 7. 1.5 of this Agreement, the Cardholder further acknowledges that the bank shall not be held liable in the event the legal heirs fail to inform the bank of the Cardholder’s death.
Subject to Clause 7. 1:
(a) we will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any losses that are not a foreseeable result of our breaking this contract; and
(b) our total liability to you for all other losses in relation to the Services provided and the Equipment supplied under this contract, will be limited to the total Charges paid by you to us in the 6 months before the date on which the claim arose.
Subject to Clause 7. 2.1, the Licensee hereby acknowledges that in order to exploit the rights granted herein the Licensee may require licences under Lonza patent rights other than those herein licensed or under third party patent rights (including those vested in Affiliates of Lonza) that may be infringed by the use by the Licensee of the rights licensed herein and it is hereby agreed that it shall be the Licensee’s responsibility to satisfy itself as to the need for such licences and if necessary to obtain such licences.
Subject to Clause 7. 3, the Term during which this Agreement will remain in force and effect, and will continue until the End Date as described in the SOW/PO unless earlier terminated by the Recipient giving to the Supplier not less than 30 days prior written notice of intention to terminate (or such lesser period as the Parties may agree in writing at that time).
