Subject to Clause Error Sample Clauses

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 Syndicate Members shall be entitled to retain all information furnished by the Company, the Selling Shareholders and their respective Affiliates, directors, employees, agents, representatives or legal or other advisors, any intermediary appointed by the Company and the Selling Shareholders 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 Syndicate Members or their respective Affiliates under Applicable Law, including any due diligence defense. The Syndicate Members 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 Error! Reference source not found. above, all such correspondence, records, work products and other papers supplied or prepared by the Syndicate Members 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 Syndicate Members.

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.

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. above, the members of the Syndicate shall be entitled to retain all information furnished by the Company and its Affiliates, directors, employees, agents, representatives or legal or other advisors, any intermediary appointed by the Company and the notes, workings, analyses, studies, compilations and interpretations thereof, in connection with the Issue, 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, 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. 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., upon the annual anniversary of the commencement of the Operating Term, the monthly Concession Fee payable by the Terminal Operator shall be reviewed and or escalated annually, in accordance with the following principles: 5.1.4.1. with effect from the first anniversary of the Actual Operations Commencement Date, the monthly Concession Fee payable for the next five (5) year period shall be a market- related Concession Fee and escalation determined in accordance with Clause Error! Reference source not found. onwards; 5.1.4.2. for each subsequent five (5) year period thereafter, the Concession Fee payable shall be a market-related Concession Fee and escalation determined in accordance with the remaining provisions of this clause; 5.1.4.3. no later than six (6) months prior to the expiry of the first year of the Operating Term (per Clause Error! Reference source not found. above) and no later than six (6) months prior to the expiry of each subsequent discrete five (5) year period thereafter, the Parties shall meet in order to endeavour to agree the Concession Fee and the annual escalation that shall apply in respect of the subsequent five (5) year period; 5.1.4.4. should the Parties not be able to agree upon the Concession Fee and escalation rate in terms of Clause Error! Reference source not found. above, the Concession Fee and escalation rate shall be determined by a registered TNPA-approved Valuer (or such other Valuer as Transnet may appoint) and a Valuer that the Terminal Operator may appoint; 5.1.4.5. in the event that the two Valuers referred to in Clause Error! Reference source not found. fail to reach agreement within a period of fourteen (14) days from the date of referral thereto, the Concession Fee and escalation rate shall be determined by an expert Valuer mutually agreed upon by the Parties (“External Valuer”); 5.1.4.6. in the event that Parties fail to agree on an External Valuer within ten (10) days after the expiry of the said fourteen (14) day period, the dispute shall be referred to the Chairman of the South African Council for the Property Valuers Profession who shall appoint a Valuer of at least ten (10) years standing for the purpose of determining the Concession Fee and escalation rate (“SAIV Valuer”); 5.1.4.7. forthwith following the appointment of the External Valuer, or the SAIV Valuer, as the case may be, each Party shall submit a written Concession Fee estimate to such Valuer, together with any informatio...

Subject to Clause Error. Reference source not found., the Contract Engineer will obtain and maintain (at its own cost) Contractor’s Defects Liability Security in relation to the proper performance of the Agreement in the Contractor’s warranty period as defined in the Contractor’s Agreement. The Contractor’s Defects Liability Security will secure, among other things, the proper performance of the obligations of the Contract Engineer in the Contractor’s warranty period, payment of contractual penalties, and any claims of the Client against the Contract Engineer in connection with the Agreement. The Client may use the Contractor’s Defects Liability Security in order to secure or recover any costs or losses in respect of damage it suffers due to an infringement of the contractual obligations by the Contract Engineer.

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.