Subject to Clauses 16. 2 and 16.4, the Party claiming the occurrence of the Force Majeure shall be excused from performance of its obligations under this PPP Agreement to the extent that it is unable to perform those obligations as a result of such Force Majeure and neither Party shall be entitled to:
16.3.2.1 terminate this PPP Agreement on account of such occurrence other than in accordance with the terms and conditions of Clause 16.5; and/or
16.3.2.2 claim damages, penalties or other compensation as a result of such failure to perform except in accordance with Clause 16.5.
Subject to Clauses 16. 7 through to 16.8 (each inclusive), this Agreement shall be legally binding on and inure for the benefit of the successors, assigns and personal representatives of the Parties, but no Party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other Parties.
Subject to Clauses 16. 4 and 16.5:
(i) a notice which is delivered personally or posted shall be deemed to be served, and shall take effect, at the time when it is delivered;
(ii) a notice which is sent by fax shall be deemed to be served, and shall take effect, two (2) hours after its transmission is completed.
Subject to Clauses 16. 1 and 16.2, we are not liable to you whether under this Contract, tort (including negligence) or otherwise for direct or indirect loss of profits, anticipated profits, business, goodwill or anticipated savings, or for any special, indirect or consequential loss or damage including, but not limited to, claims against you from third parties and loss of or damage to your data software or e-mails even if such loss was reasonably foreseeable or we had been advised of the possibility of you incurring the loss.
Subject to Clauses 16. 3 and 16.4 below, the Company may, at any time and without the payment of any penalty, terminate this Agreement on behalf of a Series upon sixty (60) days written notice to the Manager, either by majority vote of the Trustees or by the vote of a majority of the outstanding voting securities of such Series (as defined in the 1940 Act).
Subject to Clauses 16. 1 and 16.2, the Purchaser acknowledges and agrees that:
(a) each of the Seller Warranties is separate and independent;
(b) the Seller Warranties are the only representations, warranties or other assurances of any kind given by or on behalf of the Seller or any member of the Seller's Group, whether express or implied, in relation to the Shares, the Target Group Companies, the JV Company, their respective businesses, assets, liabilities and activities, the Transferring Activities and the Transferring IP Rights and/or the transactions contemplated by this Agreement (and the Purchaser hereby irrevocably waives all rights and remedies which, but for this Clause 16, might otherwise be available to it in respect of any such representation, warranty or other assurance, whether based on article 7:17 Dutch Civil Code or otherwise);
(c) except for the Seller Warranty set out in paragraph 28 (Disclosure) of Schedule 5 (Seller Warranties), neither the Seller, nor any of its Affiliates nor any of their respective Representatives make any representation or warranty as to the completeness or accuracy of any information; and
(d) neither the Seller, nor any of its Affiliates nor any of their respective Representatives, make any representation or warranty as to any forward looking forecasts, estimates or projections, statements of intent or statements of opinion of the Business (including any of the foregoing contained in any of the Disclosed Information) provided to any member of the Purchaser's Group or any of their respective Representatives at any time.
Subject to Clauses 16. 1, 16.2 and 16.4, the overall aggregate liability of the Consultancy Company under or in connection with a claim arising under or in relation to this Agreement (whether for breach of contract, misrepresentation (whether tortious or statutory), tort (including negligence), breach of statutory duty or otherwise) shall be limited to the total Fees (including VAT) paid or payable under this Agreement (including all Statements of Work) during the twelve (12) month period immediately preceding the date of the event that is the basis for that claim .
Subject to Clauses 16. 2 and 16.3 (Variation), and except where expressly provided for elsewhere in this Agreement, no changes to the terms of the Agreement will be effective unless it is agreed in writing by Wardman UK and the Customer.
Subject to Clauses 16. 2 and 16.3, this Agreement shall terminate with immediate effect and all rights and obligations of Equinix and Telecity under this Agreement shall cease:
(A) if such termination is agreed to in writing by the parties;
(B) if the Effective Date has not occurred by the Longstop Date;
(C) if a third party announces a firm intention to make an offer for Telecity which is recommended by the board of directors of Telecity;
Subject to Clauses 16. 3, 16.4 and 16.5, this Agreement shall terminate and the Escrow Agent shall be discharged from all duties and liabilities hereunder on the earlier of:
(a) the date the Escrow Agent has distributed all of the Escrow Property in accordance with Clause 5.2; or
(b) the day after the Escrow Establishment Date, if (i) all relevant amounts have not been credited to or received in each Cash Account by that date in accordance with Clause 4, (ii) the Securities have not been received in the Turkcell Holding Custody Account by that date in accordance with Clause 4, or (iii) the Safekept Documents have not been received by the Escrow Agent by that date in accordance with Clause 4, provided that if any Escrow Party, acting in good faith, notifies the Escrow Agent, by way of Instructions signed by the Relevant Authorised Representative(s) of such Escrow Party (and copied to each other Escrow Party) which are received by the Escrow Agent no later than the Business Day before the Escrow Establishment Date, that such Escrow Party will, or expects that it will, be unable to comply with its obligations under Clause 4.1 for reasons related to the COVID-19 virus or any other Force Majeure Event, the date of termination referred to in this Clause 16.1(b) shall be the day which is the fourteenth (14th) calendar day after the Escrow Establishment Date. The Escrow Agent is entitled to rely on an Instruction received in accordance with this Clause 16.1(b) and such Instruction shall be effective to change the date of termination, whether or not, and the Escrow Agent is not obliged to confirm that, such Escrow Party has sent a copy of such Instruction to each other Escrow Party;
(c) such date as the Underlying Agreements have terminated in accordance with their terms and the Escrow Agent has received an Instruction signed by the Relevant Authorised Representative(s) of each of the Escrow Parties confirming such termination;
(d) the Long Stop Date, if there is a Cash Amount standing to the credit of any Cash Account and/or there are Securities credited to the Turkcell Holding Custody Account (or Custody Cash credited to the Custody Cash Account) and/or there are Safekept Documents held in accordance with the Safekeeping Arrangements; or
(e) such date as the Escrow Agent has received an Instruction signed by the Relevant Authorised Representative(s) of each of the Escrow Parties substantially in the form set out at Schedule 12 (Form of Instruction – Clause 16.1(e)) confirming that the ...
