Without limiting Clause. 16.5, the Customer Portal (including the use thereof, and the related services) is provided ‘as is’; and otherwise Leaseweb hereby disclaims any and all warranties of any kind, whether express or implied, relating to the Customer Portal and the API, the software used therein or as part thereof, and any data accessed there from, including any implied warranties of title, satisfactory quality, fitness for a particular purpose and non-infringement.
Without limiting Clause. 19.4, any Indemnitee shall be entitled to participate in, but not control, the defence of a Third Party Claim by having its views regularly solicited by the Indemnifying Party and, where proceedings are commenced, to retain counsel of its choice for such purpose; provided, however, that such retention shall be at the Indemnitee’s own expense unless, (a) the Indemnifying Party has failed to assume the defence and retain counsel in accordance with Clause 19.4.1 (in which case the Indemnified Party shall control the defence), or (b) the interests of the Indemnitee and the Indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Legal Requirement, ethical rules or equitable principles.
Without limiting Clause. 13.1, each Party shall comply with the restrictions set out in the Applicable Laws and Mandatory Policies (irrespective of whether the Supplier or the Customer is subject to any other jurisdiction), including but not limited to:
a) The Prevention of Corruption Act 1906 & Public Bodies Corrupt Practices Act 1889, the UK Bribery Act 2010 and the United States Foreign Corrupt Practices Act 1977; and
b) The Proceeds of Crime Act 1996, Criminal Assets Bureau Act 1996, Criminal Justice (Money Laundering and Terrorist Financing) Act 2010), the Criminal Justice (Terrorist Offences) Act 2005, Offences Against the State Act 1939, the UK Terrorism Act 2000 and UK Proceeds of Crime Act 2002 and the U.S. Sanctions and Embargo laws and regulations including Executive Order 13224 on Terrorist Financing, which effectively prohibit transactions with persons or entities that commit, threaten to commit or support terrorism.
Without limiting Clause. 5.8.10 hereof, if at any time trading on an exchange is suspended or halted in any underlying security, AAAFx will, in determining the closing value of a CFD, at its reasonable discretion have regard to the last traded price before the time of suspension or halt taking into account the closing value determined by the Liquidity Provider.
Without limiting Clause. 19.13.1 above, an Administrative Party need not disclose any information relating to any Obligor or any of its related entities if the disclosure might, in the opinion of that Administrative Party constitute a breach of any law or regulation or any duty of secrecy or confidentiality or be otherwise actionable at the suit of any person.
Without limiting Clause. 10.1.1 the Lessee's repair, maintenance and replacement obligation includes keeping the Building in good structural repair and condition irrespective of how or when the necessity or desirability for such repair, maintenance or replacement arose, including:
10.1.2.1 undertaking any Structural Work required to keep the Building (including roof, floor, sub-floor and exteriors) in good and substantial repair, watertight and weather tight condition; and 270792110ZR01513184
10.1.2.2 undertaking any works required to repair, renew or replace any component parts (including major component parts) of any Services.
Without limiting Clause. 23.1, the Service Provider agrees to release and indemnify, and keep indemnified, Community Services, the Minister, the State of New South Wales and all employees and other staff and agents of Community Services against any liability arising as a result of the Service Provider’s failure to pay its employees or the failure of any of its contractors or subcontractors to pay their employees, in accordance with any relevant industrial instrument, including loss resulting from any fines or penalties for failure to make such payments.
Without limiting Clause. 11.2, VAT shall be treated as payable if HM Customs and Excise rule that it is payable after full disclosure of all material facts. If they have done so before the Transfer Time, the tax shall be payable by Newco on the Transfer Time against issue of a proper VAT invoice (issued by TEL or other appropriate person) in respect of such VAT. If they do so on or after the Transfer Time, the tax shall be payable by Newco within five days after TEL gives Newco written notice of the ruling together with a proper VAT invoice (issued by TEL or other appropriate person) in respect of that VAT.
Without limiting Clause. 11.6.1, if readings taken from the Facility Metering Installation and the System Metering Installation are significantly different from one another and/or demonstrate a level of inaccuracy falling outside the particular standard and specification used for the relevant meter, or are beyond a tolerance level of ± zero point five per cent (0.5%), whichever is the lesser, then the Facility Metering Installation and the System Metering Installation shall both be tested.
11.6.5 The Parties shall provide each other with not less than seven (7) days' prior written notice of any test to be held pursuant to this Clause 11.6 (Testing and
11.6.6 The Parties shall promptly provide each other with copies of test and calibration reports, including all supporting metering data and records, if so requested in writing by the other Party. The Parties shall answer any questions as regards the test report promptly and in full.
11.6.7 The Facility Metering Installation and the System Metering Installation shall be treated as working satisfactorily so long as the errors are within the limits prescribed for meters of the particular standard and specification used, or are within a tolerance level of ± zero point five per cent (0.5%), whichever is the lesser. If, as a result of a test conducted pursuant to this Clause 11.6 (Testing and Inspection), the measure of error is found to be outside this maximum tolerance, then the Facility Metering Installation and/or the System Metering Installation, as the case may be, shall be recalibrated as soon as practicable and in any event within two (2) days of the relevant meter owner being notified of such event, at the expense of the Party responsible for the non-compliant meter, and the provisions of Clause 11.7 shall apply in respect of any data retrieved from such non-compliant meter and used for billing purposes prior to the relevant meter test.
11.6.8 If any related monitoring equipment or associated circuits are found not to comply with the requirements of the relevant standards as set out in applicable Law and the Codes, they shall be repaired or replaced at the expense of the Party which owns them as soon as practicablypossible.
Without limiting Clause. 19.3, each Seller shall, if so requested by the Buyer, assign to the Buyer such manufacturers’ guarantees and warranties relating to the Assets as may be in force at Completion insofar as the same are capable of assignment and including (for the avoidance of doubt) the Collateral Warranties and the benefit of all other claims against third parties relating to any of the Assets (including, without limitation, any claim for breach of warranty or representation and return rights for Non-Direct Stock). To the extent that the same are not capable of assignment the Sellers shall hold the benefit on trust for the Buyer and shall take such action as the Buyer may from time to time direct at the expense of the Buyer.
