Without limiting clause 4 Sample Clauses

Without limiting clause 4. 2.1, you acknowledge and agree, and will do all things necessary to place us in a position so that, the limitation in clauses 11.1 and 11.2 apply so as to limit our liability to you and/or to that third party, severally and/or collectively, on an aggregate basis.
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Without limiting clause 4. 1 above, the Recipient undertakes not to disclose or reveal the Confidential Information except to its officers, directors, employees, representatives, agents, contractors, sub-contractors, advisors or to such other Parties as may be permitted expressly in writing by the Disclosing Party, and such disclosure shall be made in strict confidence, on a need to know basis and for the Purpose only.
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Without limiting clause 4. 2, the Buyer shall procure that French Newco is established as a subsidiary of the Buyer in due time to permit the grant of a societe financiere licence by the Comite des Establishments de Credit et des Enterprises d’Investment to French Newco. Further, without limitation, the Seller shall provide and or procure that Banque Travelex provides the Buyer or French Newco (as the case may be) any information reasonably required for the purpose of preparing the application to be filed with the Comité des Etablissements de Crédit et des Entreprises d’investissement during the licensing process or which may be required by the Comité des Etablissements de Crédit et des Enterprises d’Investissement in respect of the French Business. Any information requested from the Seller and/or Banque Travelex hereunder shall be requested in writing (including by fax or email) and with reasonable prior notice (having regard to the relevant notice imposed by the Comité des Etablissements de Crédit et des Enterprises d’Investissement). On the grant of that licence or as soon as practicable thereafter after having complied with all relevant legal requirements, including but not limited to employee works council consultation requirements, the Seller shall procure that Banque Travelex enters into the French Sale Agreement and the Buyer shall procure that French Newco enters into the French Sale Agreement.
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Without limiting clause 4. 2, the Buyer shall procure that Belgian Newco is established as a subsidiary of the Buyer in due time to permit the grant of a licence by the Commission Bancaire, Financiere et D’Assurances to Belgian Newco to permit it to undertake money transfer activities in Belgium and following the grant of such licence the parties shall procure Travelex Belgium assigns to Belgian Newco all relevant sub-agents contracts held by Travelex Belgium pursuant to the Belgian master agency agreement.
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Without limiting clause 4. 1: (a) the Site and the Service are provided "as is" and "as available", and you use the Service at your own risk. Access to the Service may be interrupted, restricted or delayed from time to time without notice. VCNZ does not warrant or guarantee that the Service will be available continuously or that the operation of the Service will be error-free. VCNZ reserves the right to change, modify, suspend or discontinue any or all parts the Service at any time without notice; and, (b) you acknowledge and agree that some of the material used for the Service is sourced from third parties outside VCNZ. VCNZ makes no representations and gives no warranties of any kind whatsoever in relation to any material used for the Service. In particular, VCNZ does not warrant that the material used for the Service is free from errors, omissions, or other inaccuracies, or is fit for any particular purpose. You agree to release VCNZ and REMI from all liability (whether in contract, tort (including negligence), equity or on any other basis) for any errors, omissions or other inaccuracies in the material on the Site and used for the Service.
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Without limiting clause 4. 2.1, you acknowledge and agree, and will do all things necessary to place us in a position so that, the limitation in clauses 11.1 and
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Without limiting clause 4. 5(a), the Mortgagor must, at the request of the Mortgagee, execute a legal mortgage over any of the Mortgaged Property.
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Without limiting clause 4. 4.1, the Sub-Provider shall: (i) ensure that its staff remain knowledgeable of developments and advancements in information technology and methods of delivering services of the type of those provided under this Agreement; (ii) ensure that the hardware used or incorporated from time to time within the Sub-Provider Systems forming part of the Zanzibar System for the purposes of or in connection with the performance of the Sub-Provider Services and/or the Prime Services is at any given time capable of executing (at a reasonable standard of usability) the versions of the Sub-Provider Software and Third Party Software (and any other software forming part of the Zanzibar System) which are used or installed upon it and satisfies any minimum system requirements for such software.
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Related to Without limiting clause 4

  • Notwithstanding Clause 19.16, if Malicious Software is found, the Supplier shall co-operate with the Customer to reduce the effect of the Malicious Software and, particularly if Malicious Software causes loss of operational efficiency or loss or corruption of Customer Data, assist the Customer to mitigate any losses and to restore the provision of the Services to its desired operating efficiency as soon as possible.

  • ENABLING CLAUSE By written agreement between Company and Union, other provisions may be substituted for or added to the provisions of this Title.

  • GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Issuer’s right, title and interest in and to, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located (a) the Receivables listed on Schedule A and all moneys received thereon on or after the Cutoff Date; (b) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds from claims on any physical damage, credit, life or disability insurance policies covering Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policy; (d) any property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; (e) all documents and other items contained in the Receivable Files; (f) the Sale and Servicing Agreement including all of the Depositor’s rights, but none of its obligations, under the Receivables Purchase Agreement assigned to the Issuer pursuant to the Sale and Servicing Agreement; (g) all right, title and interest in the Trust Accounts, all funds, securities or other assets credited from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereon); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (i) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property that at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”). The foregoing Grant is made in trust to secure (i) the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and (ii) to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.

  • GRANTING CLAUSES The Issuer hereby Grants to the Trustee, for the benefit and security of the Holders of the Notes, the Trustee and the Collateral Administrator (collectively, the Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only), except as expressly set forth below, all of its right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arising, (a) the Portfolio Assets as of the Closing Date which the Issuer causes to be Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) herewith and all payments thereon or with respect thereto, and all Portfolio Assets which are Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) in the future pursuant to the terms hereof and all payments thereon or with respect thereto, (b) each of the Accounts (excluding any Class A-R Prepayment Account), and any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account), and all income from the investment of funds therein and all other property standing to the credit of each such Account, (c) the Collateral Management Agreement as set forth in Article 15 hereof, the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment Agreement and the Side Letter Security Agreement, (d) all Cash delivered to the Trustee (or the Custodian) for the benefit of the Secured Parties, (e) for the exclusive benefit of each Class A-R Noteholder, the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts, chattel paper, Deposit Accounts, general intangibles, instruments and investment property, and all letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC), (g) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets or Eligible Investments) and (h) all proceeds with respect to the foregoing; provided that such Grants shall not include any Excepted Property (the assets referred to in (a) through (h), excluding the Excepted Property, are collectively referred to as the Collateral). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Notes and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 of this Indenture, the Notes are secured by the Grant equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 of this Indenture, (i) the payment of all amounts due on the Notes in accordance with their terms, (ii) the payment of all other sums payable under this Indenture, (iii) the payment of amounts owing by the Issuer under the Collateral Administration Agreement and (iv) compliance with the provisions of this Indenture, in each case as provided in this Indenture (collectively, the Secured Obligations). The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any interests in any securities and any investments granted to the Trustee by or on behalf of the Issuer, whether or not such securities or investments satisfy the Asset Eligibility Criteria or other criteria set forth in the definitions of Portfolio Asset or Eligible Investments, as the case may be. The Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein in accordance with the terms hereof.

  • Without prejudice to Clause 10.1 above, this Clause shall remain in full force and effect notwithstanding any discharge, release or termination of this Pledge (whether or not in accordance with Clause 7.1 of this Pledge Agreement).

  • Without limiting the other provisions of this Section 3.1, among other delegations by the Trustees, the Trustees have determined that there is a significant risk that the Trust and its shareholders may be adversely affected by investors with short term trading activity and/or whose purchase and redemption activity follows a market timing pattern as defined in the prospectus for the Trust, and have authorized the Trust, the Underwriter and the Trust's transfer agent to adopt procedures and take other action (including, without limitation, rejecting specific purchase orders in whole or in part) as they deem necessary to reduce, discourage, restrict or eliminate such trading and/or market timing activity. You agree that your purchases and redemptions of Portfolio shares are subject to, and that you will assist us in implementing, the Market Timing Trading Policy and Additional Policies (as described in the Trust's prospectus) and the Trust's restrictions on excessive and/or short term trading activity and/or purchase and redemption activity that follows a market timing pattern.

  • Sunset Clause The provisions of this Section expires automatically on the expiration date of this Agreement.

  • BREAK CLAUSE IF YOU HAVE OPTED FOR A FIXED TERM CONTRACT YOU WILL NOT HAVE THE DETAILS OF A BREAK CLAUSE NOTED IN YOUR PARTICULARS. 5.1. The Landlord shall be entitled to serve upon the Tenant Statutory Notice of not less than two calendar months to break this tenancy. Such Notice: 5.1.1. Shall be at least 2 months’ notice to break this Tenancy 5.1.2. Shall not expire before the end of the «D0000_401C_0#Landlord_notice_take_effect» month of the term 5.

  • Saving Clause If any provision(s) of this Agreement shall be determined to be illegal or unenforceable, such determination shall in no manner affect the legality or enforceability of any other provision hereof.

  • Exculpatory Clause Agency-Assisted Contractor or Contractor (regardless of tier) expressly waive any and all claims against the Agency for damages, direct or indirect, including, without limitation, claims relative to the commencement, continuance and completion of construction and/or providing professional and consulting services (“the Work”). Agency-Assisted Contractor or Contractor (regardless of tier) acknowledge and agree that the procedures set forth herein for dealing with alleged breaches or failure to comply with the obligations and requirements of this SBE Agreement are reasonable and have been anticipated by the parties in securing financing, in inviting, submitting and receiving bids and proposals for the planning, design and construction of the improvements and in determining the times for commencement and completion of the planning, design and construction and/or for providing consulting, professional or personal services.

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