Without prejudice to any other rights or remedies that IWM may have, You acknowledge and agree that damages alone would not be an adequate remedy for any breach of the terms of this Agreement by You. Accordingly, IWM shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of this Agreement.
Without prejudice to any other rights or remedies that the Company may have, each Member acknowledges that damages alone would not be an adequate remedy for any breach of the selection of the courts of the Cayman Islands as exclusive forum and that accordingly the Company shall be entitled, without proof of special damages, to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the selection of the courts of the Cayman Islands as exclusive forum.
Without prejudice to any other rights or remedies that we may have, you acknowledge and agree that damages alone would not be an adequate remedy for any breach of clauses 4, 5 and/or 7 by you. Accordingly, we shall be entitled to seek an injunction or other equitable relief for any threatened or actual breach of those clauses.
Without prejudice to any other rights or remedies which the parties may have, either party may terminate this Agreement without liability to the other immediately on giving notice to the other if the other party commits a material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach.
Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Agreement without liability to the other immediately on giving notice to the other if:
16.4.1 the other party fails to pay any amount due under the Agreement on the due date for payment and it remains in default not less than seven (7) days after being notified in writing to make such payment;
16.4.2 the other party commits a material breach of any of the terms of the Agreement and (if such a breach is remediable) fails to remedy that breach within thirty (30) days of that party being notified in writing of the breach;
16.4.3 the other party repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement; or
16.4.4 the other party becomes insolvent, is the subject of a petition for creditor protection or a petition in bankruptcy or of any other proceedings under bankruptcy, insolvency or similar laws or makes an assignment for the benefit of creditors (or any event occurs, or proceeding is taken, with respect to the other party that has an effect equivalent or similar to any of the events mentioned in this clause).
Without prejudice to any other rights and remedies a party may have, if either the Vendor or the Purchaser does not comply with its obligations under Clause 6.2 and Schedule 3, the non-defaulting party may:
(a) proceed to Completion as far as practicable (without limiting its right to claim damages in respect of the breach or any other rights and remedies it may have); or
(b) defer Completion to a date being not more than twenty (20) Business Days following the date on which Completion would otherwise have taken place (so that the provisions of this Clause 6 shall apply to Completion so deferred), provided that such deferral may only occur once; or
(c) where the failure to comply is in respect of paragraph 1.1(a)(i), 1.1(a)(ii), 1.1(a)(viii), 1.1(a)(v)(C), 1.1(a)(v)(D), 1.1
(a) (xiv), 1.1(b)(i), 1.1(b)(ii), 2.1(a), 2.1(b) or 2.1(c) of Schedule 3, at any time at or prior to Completion forthwith (in addition to and without prejudice to any other rights and remedies it may have), by serving written notice on the other party, terminate this Agreement without any liability on its part.
Without prejudice to any other rights it may have, Insource is entitled, after notice, to charge interest at 8% above the Bank of England’s base rate from time to time but at 8% a year for any period when that base rate is below 0% on past due amounts that are not the subject of a bona fide dispute on a day by day basis from the due date pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 as amended, such interest to run from the due date for payment until payment in full is received whether before or after judgment.
Without prejudice to any other rights or remedies that we may have, we may terminate this Agreement with immediate effect (and, unless we determine that it is unlawful, inappropriate, or impracticable, on giving written notice to you) if:
16.1.1. you fail to pay all or any Charges by the due date and fail to remedy such breach within two Business Days of a written notice from us requesting such late payment;
16.1.2. any agreement between us and one of our suppliers (including any Service Provider or Network Operator) is suspended or terminated or expires without being renewed, or where the supply of Services under such agreement is suspended or terminated or ceases, and/or where such provider is not permitted by law to supply the Services which affects the supply of or the cost of supplying the Services;
16.1.3. you are in breach of any obligation in this Agreement and, in the case of any breach capable of remedy, fails to remedy the breach within five Business Days of service of written request by us to do so;
16.1.4. you repeatedly breach any term of this Agreement in such a manner as to reasonably justify the opinion that your conduct is inconsistent with your having the intention or ability to give effect to this Agreement and use the Services in good faith, and/or the effect of such persistent breaches is to amount to a material breach;
16.1.5. we become aware or reasonably suspect that Fraud, Artificial Inflation of Traffic or any other improper use of the Services has taken or is taking place;
16.1.6. we have reasonable grounds to consider that you are or have been involved or connected with the commission of any criminal offence or other civil wrongdoing involving dishonest conduct (whether or not proceedings for the same are brought or, if brought, result in a conviction) or have otherwise behaved in a manner that in our opinion does or could adversely affect our goodwill, brand or reputation or that of any of our Group Companies;
16.1.7. we cease to be authorised to provide the Services or are otherwise prohibited from providing the Services by any competent authority or by some other regulation or law from supplying the Services, or otherwise are no longer able to provide the Services as a result of factors beyond our reasonable control;
16.1.8. you are or will imminently become Insolvent;
16.1.9. your direct debit is cancelled;
16.1.10. you fail to provide a deposit within ten Business Days of a request to do so made pursuant to clause 6.3; and/or
16.1.11. we have suspended one or ...
Without prejudice to any other rights or remedy which the Contractor may have, whether under this Agreement, under common law, statute, or otherwise and whether in rem or in personam:
Without prejudice to any other rights or remedies available to Instem when payment of any invoice is delayed, interest at the rate of 3 per cent per annum above the base lending rate from time to time of Bank of Scotland (to be calculated on a daily basis) shall be added on the amount of such invoice for the period of the delay.
