Subject to Clause Error. Reference source not found., there will be a requirement for further discussion and collaboration between the Parties to develop the principles set out in the MHA Heads of Terms and any other changes agreed between the Parties into the final Master Heat Agreement;
Subject to Clause Error. Reference source not found. above, the members of the Syndicate shall be entitled to retain all information furnished by the Company, the Selling Shareholder and his Affiliates, directors, employees, agents, representatives or legal or other advisors, any intermediary appointed by the Company and the Selling Shareholder and the notes, workings, analyses, studies, compilations and interpretations thereof, in connection with the Offer, and to rely upon such information in connection with any defenses available to the members of the Syndicate or their respective Affiliates under Applicable Law, including any due diligence defense. The members of the Syndicate shall be entitled to retain copies of any computer records and files containing any information which have been created pursuant to its automatic electronic archiving and back-up procedures. Subject to Clause 8.1 above, all such correspondence, records, work products and other papers supplied or prepared by the members of the Syndicate or their respective Affiliates in relation to this engagement held on disk or in any other media (including financial models) shall be the sole property of the members of the Syndicate.
Subject to Clause Error. Reference source not found below We consent to You and the Representatives named in Schedule B being an Authorised Representative of those Licensees named in Schedule B. (Schedule B Licensees) You will obtain and provide to Us when requested, written consent from each of the AFS Licensees named in Schedule B, in a form approved by Us, to You and any Representatives nominated in Schedule B also being;
Subject to Clause Error. Reference source not found. (General) and the Existing Security Documents, the Company assigns absolutely, (subject to a proviso for re-assignment at the end of the Security Period) to the Secured Party with full title guarantee as a continuing security for the payment and discharge of the Secured Liabilities all of the Company’s rights to and title and interest from time to time in:
Subject to Clause Error. Reference source not found. above, the Syndicate shall be entitled to retain all information furnished by the Company, its Affiliates, the Selling Shareholders or the respective directors, employees, agents, representatives or legal or other advisors of the Company or the Selling Shareholders, any intermediary appointed by the Company and the Selling Shareholders, and the notes, workings, analyses, studies, compilations, interpretations thereof, in connection with the Offer, and to rely upon such information in connection with any defences available to the members of the Syndicate or their respective Affiliates (to the extent applicable and required) under Applicable Laws, including any due diligence defense. Each member of the Syndicate shall subject to maintaining the confidentiality obligations herein, be entitled to retain copies of any computer records and files containing any information which have been created pursuant to its automatic electronic archiving and back-up procedures. Subject to Clause Error! Reference source not found. above all such correspondence, records, work products and other papers supplied or prepared by the Syndicate or their respective Affiliates in relation to this engagement held in any other media (including financial models) shall be the sole property of the Syndicate.
Subject to Clause Error. Reference source not found. the Agreement between the parties commences as of the date of this Agreement and shall continue until terminated in accordance with Clause 16.
Subject to Clause Error. Reference source not found. the Contractor must comply with any direction of the Principal within the time nominated, or if no time is nominated, as soon as reasonably possible. Except where expressly provided in the Contract, the Contractor has no Claim arising from or in connection with any direction.
Subject to Clause Error. Reference source not found., Red Bee's total liability to the Customer shall not exceed one hundred per cent (100%) of the total Charges actually paid by the Customer in the calendar month in which the breach occurred.
Subject to Clause Error. Reference source not found., each Party hereby further acknowledges and confirms to the other Party as follows:
(a) that the Confidential Information provided by one Party to the other Party is proprietary information of the disclosing Party the disclosure of which could adversely affect the disclosing Party and result in economic harm to that Party;
(b) that neither Party nor any of its subsidiaries, nor any of its or their respective advisers nor any of its shareholders, agents, officers or employees accept responsibility or liability for or make any representation, statement or expression of opinion or warranty, express or implied, with respect to the accuracy or completeness of the Confidential Information provided by one Party to the other Party or any oral communication in connection therewith unless and save to the extent that such representation, statement or expression of opinion or warranty is expressly incorporated into any legally binding contract executed between the Parties;
(c) that the provisions of this Agreement shall continue in effect notwithstanding any decision by the Parties not to proceed with any proposed transaction or relationship arising from the Purpose or any return or destruction of the Confidential Information;
(d) that damages alone would not be an adequate remedy for any breach of the provisions of this Agreement and, accordingly, without prejudice to any and all other rights or remedies that either Party may have against the other each shall be entitled without proof of special damage to the remedies of temporary or permanent injunction, specific performance and other equitable relief for any threatened or actual breach of the provisions of this Agreement; and
(e) that if either of the Parties or their Affiliates furnish or have furnished any Confidential Information of its Affiliates, the receiving Party will have the same obligations to such Affiliate with respect to such information as it has to the other Party with respect to the Confidential Information as if all references in this Agreement to that Party were references to such Affiliate.
Subject to Clause Error. Reference source not found., no Shareholder shall, except with Shareholder Consent, sell, transfer or otherwise dispose of any Shares to any person who is not a party to this Agreement without first obtaining from that person a Deed of Adherence in favour of the other parties.
