Without prejudice to any Sample Clauses
Without prejudice to any other rights and remedies ATC may have under any applicable law and/or this Agreement, in the event of late payment by Adopter, ATC shall be entitled to interest on the amount owing at a rate of zero point five percent (0.5%) per month or the highest rate allowed by applicable law, whichever is less, compounded on a daily basis from the due date of payment until the date of actual payment.
Without prejudice to any other specific obligations provided in this Agreement and subject to applicable Law, each Party undertakes to cooperate in good faith with the other Party in relation to any reasonable steps required to complete the Transaction as soon as practicable following the First Closing Date.
Without prejudice to any other rights, Microsoft may terminate this XXXX if you fail to comply with the terms and conditions of this XXXX. In such event, you must destroy all copies of the SOFTWARE PRODUCT and all of its component parts.
Without prejudice to any other provisions of this Agreement, Each Party undertakes to indemnify and keep the other Party indemnified on demand for and against all proceedings, costs, claims, damages, expenses and liabilities of whatsoever nature howsoever suffered or incurred arising out of or by reason of:
14.3.1. any breach or non-compliance with any terms of this Agreement; or;
14.3.2. any infringement or alleged infringement of any intellectual Property Rights relating to the use of any software by either party in the use of the Services.
Without prejudice to any of its other rights in the Terms, Worldline shall have the right to entirely or partially terminate the Framework Agreement and/or any Contract Module(s) for cause with immediate effect (but will use reasonable endeavours to advise the Merchant in advance of such termination) by notifying the Merchant in writing, when:
a) the Merchant’s conduct has (or threatens to have) a negative impact on the reputation of Worldline or if the Merchant has or is suspected of engaging in illegal, fraudulent, unauthorised or unlawful use of Worldline’s Products or Services (including when the Merchant or a person connected to the Merchant is registered on a Special Register);
b) Worldline is so requested or advised by a Payment Scheme, Worldline’s Financial Institution partner or Regulatory Authority;
c) a Payment Scheme or Regulatory Authority initiates or threatens to initiate an investigation against the Merchant or its Transactions, or imposes or threatens to impose a Penalty due to an act or omission of the Merchant;
d) the Merchant does not comply with PCI/DSS requirements, or does not cooperate with any investigation performed by Worldline or any Payment Scheme;
e) the Merchant is found to be in breach of any warranty or undertaking provided pursuant to the Framework Agreement or these Terms; or
f) the Merchant is in breach or causes Worldline to be in breach of its obligations under Applicable Laws.
Without prejudice to any rights that have accrued under this Agreement or any of its rights or remedies, the Authority may terminate this Agreement at any time on giving not less than two months written notice to the Provider. Further, the Provider may subject to, at all times, with the written consent of the Authority terminate this Agreement at any time on giving not less than six months written notice to the Authority.
Without prejudice to any other provision of these General Conditions relating to liability and unless the damage is a direct result of its intentional misconduct (opzet) or gross negligence (grove xxxxxx), the Rabo- bank will not be liable for damage resulting directly or indirectly from:
Without prejudice to any right of action or remedy of the Lessor in respect of any antecedent breach by the Lessee of any of the stipulations herein contained and on the happening of any of the said events it shall also be lawful for the Lessor to determine this demise by serving on the Lessee a Notice to Quit and deliver up possession of the demised premises within fourteen days of the service of the said Notice to Quit the said Notice expiring on any day not necessarily a gale xxx and any day of the week and upon the expiration of such Notice the tenancy hereby created shall be deemed to have been duly determined by such Notice to Quit and the Lessor shall thereupon be entitled to possession of the demised premises as of its former estate and as if the tenancy hereby created had never existed such Notice to Quit must be served by the Lessor on the Lessee by Registered Post addressed to the Lessee at the Demised Premises.
Without prejudice to any of the rights of the purchaser arising from any of the provisions of this agreement, the seller indemnifies the purchaser and hold it harmless against all loss, liability, damage or expense ("damages") which the purchaser and/or the company may suffer as a result of or which may be attributable to:
10.1.1. any liability of the company, whether actual, contingent or otherwise arising out of or relating to any action or failure to act occurring prior to the signature date not reflected in its most recent audited annual financial statement ("the accounts");
10.1.2. any liability of the company for taxation not provided for in the accounts arising from or out of the profits or income of the company out of or relating to any action or failure to act occurring for all periods prior to the signature date, for which purpose the term "taxation" shall include:
10.1.2.1. normal taxation;
10.1.2.2. value-added tax;
10.1.2.3. regional services levies;
10.1.2.4. secondary tax on companies;
10.1.2.5. capital gains tax;
10.1.2.6. all other forms of taxation;
10.1.2.7. any taxation arising from new assessments of taxation and/or the reopening of any income tax assessments of the company; and
10.1.2.8. any penalties or interest as a result thereof and/or in regard to any of the aforegoing;
10.1.3. any claims or liabilities due to a third party (including claims or liabilities for consequential loss) arising out of or relating to any action or failure to act occurring before the signature date and not provided for in the accounts or which occurs between the signature date and the closing date; and
10.1.4. any breach by the seller or in the event any third party alleges facts that, if true, would mean the seller has breached of any of the warranties in favour of the purchaser, and/or the representations and covenants contained herein and/or any other agreement, instrument, certificate or document executed or delivered pursuant to this agreement.
Without prejudice to any claim for damages, this Agreement may be terminated at any time by Apex in the event of material breach of any obligations and/or warranties contained in this Agreement.