Subject to Clauses. 12.2 and 12.3, the Agreement may be terminated by you or us giving 30 calendar days written notice or such shorter notice as the other party may agree to accept.
Subject to Clauses. 6.2 and 6.3, interest on the Advance and any interest capitalised pursuant to CLAUSE 3.4 will be payable in arrear on each Funding 1 Interest Payment Date in accordance with the Funding 1 Priority of Payments.
Subject to Clauses. 19.1.2 and 19.2 (Permitted disclosures), each Shareholder shall keep confidential:
(a) all information made available to it by, or on behalf of, the Company which relates to the (past, present or future) business, operations or affairs of any Group Company; and
(b) all information made available to it by, or on behalf of, a Shareholder in connection with the arrangements contemplated by the Contribution Agreement, Portfolio Purchase Agreement or this Agreement, and must not disclose such information to any Person or use such information for any purpose other than exercising its rights or performing its obligations under this Agreement or any ancillary agreement thereto provided that (i) such disclosure is made on a ‘reasonably need to know’-basis and (ii) such Persons are bound by appropriate confidentiality obligations.
Subject to Clauses. 22.3, and save to the extent necessary to comply with any continuing obligations under this Agreement or Applicable Law, the Receiving Party shall, upon expiry or termination of this Agreement and at the other Party’s request, return or destroy all of the Disclosing Party’s Confidential Information which it has in its possession or under its control, provided that:
(A) the Receiving Party may retain one confidential copy in the Receiving Party’s confidential files solely for purposes of monitoring compliance with the terms of this Clause 22 (Confidentiality); and
(B) nothing in this Clause 22.6 shall require the Receiving Party or its Personnel to delete or otherwise destroy any copies of the Disclosing Party’s Confidential Information that is stored in electronic form in back-up archives of its information technology systems that are not accessible to such Personnel in the ordinary course of business.
Subject to Clauses. 8.3 and 12, the Executive's employment may be terminated after three years from the date of commencement of the Executive's employment under this agreement:
(a) by the Executive giving to the Company three months' notice; or
(b) by the Company giving to the Executive three months' notice.
Subject to Clauses. 11.1 and 11.4, the total aggregate liability of either Party to the other whether based on an action or claim in contract, tort (including negligence), breach of statutory duty or otherwise arising out of, or in relation to, each Agreement will be limited to an amount equal to 125% of the Fees paid or payable by Client under the relevant Agreement during the twelve (12) month period immediately preceding the event giving rise to the claim.
Subject to Clauses. 11.2 and 11.3, this Agreement shall terminate with immediate effect and all rights and obligations of the parties under the Agreement shall cease forthwith, as follows:
(a) if agreed in writing between the parties;
(b) upon service of written notice by AB InBev to SABMiller, if one or more of the following occurs:
(i) the UK Scheme Document (or UK Offer Document, as the case may be) and (if different) the document convening the SABMiller General Meeting does not include the SABMiller Board Recommendation, or SABMiller makes an announcement prior to the publication of such document(s) that: (i) the Relevant SABMiller Directors no longer intend to make such recommendation or intend adversely to modify or qualify such recommendation (it being agreed that any recommendation or views given or not given in respect of the Partial Share Alternative shall not constitute a change, modification or qualification of the recommendation in relation to the Cash Consideration); (ii) it will not convene the UK Scheme Court Meeting or the SABMiller General Meeting; or (iii) it does not intend to post the UK Scheme Document (or UK Offer Document, as the case may be) or (if different) the document convening the SABMiller General Meeting;
(ii) the Relevant SABMiller Directors withdraw, adversely modify or adversely qualify the SABMiller Board Recommendation or fail to publicly reaffirm such unanimous and unconditional recommendation within five (5) Business Days of AB InBev’s reasonable request to do so, it being understood that the issue of any holding statement(s) issued to shareholders of SABMiller following a change of circumstances (so long as any such holding statement contains an express statement that such recommendation is not withdrawn or adversely modified and does not contain a statement that the Relevant SABMiller Directors intend to withdraw or adversely modify such recommendation) shall not constitute a withdrawal or adverse modification of such recommendation for the purposes of this Clause unless there is a failure to reaffirm or re-issue such recommendation within five (5) Business Days of AB InBev’s reasonable request to do so following such holding statement (or, if less than five (5) Business Days from such holding announcement, before the start of the AB InBev General Meeting) (it being agreed that any recommendation or views given or not given in respect of the Partial Share Alternative shall not constitute a change, modification or qualification of the r...
Subject to Clauses. 13.1.1 and 13.1.5 and save to the extent such losses are covered by the insurances specified in clause 14, in no event shall either Party be liable to the other for any:
13.1.4.1 loss of profits;
13.1.4.2 loss of business;
13.1.4.3 loss of revenue;
13.1.4.4 loss of or damage to goodwill;
13.1.4.5 loss of savings (whether anticipated or otherwise); and/or
13.1.4.6 any indirect, special or consequential loss or damage.
Subject to Clauses. 19.1.4, neither Party shall have any right to use any of the other Party's names, logos or trademarks on any of its products or services without the other Party's prior written consent.
Subject to Clauses. 9.1 and 9.2, each party’s total liability under or in connection with this Agreement (whether in contract, tort or otherwise) arising in any Contract Year is limited to the greater of:
(a) [ * ] Euros ([ * ] Euros); and
(b) [ * ]% of the total payment due to the Distributor in the relevant Contract Year pursuant to Clause 4 (Payment Terms). In this Clause 9.4, “Contract Year” means a period of one year starting on the Effective Date or the relevant anniversary of the Effective Date (as appropriate). If the amount referred to in (b) above cannot be calculated accurately at the time the relevant liability is to be assessed (the “Applicable Time”), it shall be calculated on a pro-rata basis as X/Y x Z. Where:
