Without prejudice to any other Warranties Sample Clauses

Without prejudice to any other Warranties. 1.6.1 the statements contained in each of the Disclosure Documents in the section headed “Future Plans and Use of Proceeds” represent the true and honest belief of the Warrantors and the Directors arrived at after due, proper and careful consideration and enquiry; 1.6.2 the statements contained in each of the Disclosure Documents relating to the Group’s indebtedness as at close of business on April 30, 2022 are complete, true and accurate in all material respects and not misleading, and all material developments in relation to the Group’s indebtedness have been disclosed; 1.6.1 the statements relating to the Group’s working capital, liquidity and capital resources contained in each of the Disclosure Documents in the section headed “Financial Information” are complete, true and accurate in all material respects and not misleading, or, where statements are made relying on certain estimates, forecasts or expectations, in each case has been prepared after due and proper consideration, and represents reasonable and fair expectations truly and honestly held, by the Company and there are no material capital commitments of the Group subsequent to December 31, 2021 which have not been disclosed in the Disclosure Documents; 1.6.2 the interests of the Warranting Shareholders and the Directors in the share capital of the Company and in contracts with the Company are fully and accurately disclosed in each of the Disclosure Documents; 1.6.3 the statements contained in each of the Disclosure Documents: (i) under the section headed “Regulatory Overview”, insofar as they purport to describe the provisions of the Laws affecting or with respect to the business of the Group; (ii) under the sections headed “Share Capital” and “Appendix III – Summary of the Constitution of the Company and Cayman Islands Company Law”, insofar as they purport to describe the terms of the Offer Shares; (iii) under the section headed “Appendix III – Summary of the Constitution of the Company and Cayman Islands Company Law”, insofar as they purport to describe the material provisions of the constitution of the Company; and (iv) under the section headed “Appendix IV – Statutory and General Information”, insofar as they purport to describe the provisions of the Laws and documents referred to in there are a fair summary of the relevant Laws, terms, provisions and documents in all material respects; 1.6.4 the statements contained in each of the Disclosure Documents in the section headed “Risk Factors” a...
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Related to Without prejudice to any other Warranties

  • Without prejudice to Paragraph 6.1, University’s liability to the Licensee for all losses or damage of any kind howsoever caused shall be limited to the aggregate total amount received by University from Licensee under this Agreement as at the date of such breach.

  • 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 prejudice all proceedings and disclosures will be conducted and made without prejudice to the rights and positions of the parties in any subsequent arbitration or other legal proceedings;

  • Disclaimer of Other Warranties EXCEPT AS OTHERWISE EXPRESSLY ------------------------------ PROVIDED HEREIN, THE SALE OF THE EQUIPMENT IS HEREBY MADE ON AN "AS-IS WHERE-IS" BASIS. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, WITH RESPECT TO (i) THE EQUIPMENT, INCLUDING, WITHOUT LIMITATION OF THE FOREGOING, ITS SELECTION, QUALITY, DESIGN, CAPACITY, CONDITION, MERCHANTABILITY OR ITS FITNESS FOR USE OR FOR ANY PARTICULAR PURPOSE AND FREEDOM FROM CLAIMS OF COPYRIGHT OR PATENT INFRINGEMENT OR ABSENCE OF OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR NEGLIGENCE, (ii) THE FREEDOM OF THE EQUIPMENT (OR ANY PART OR PORTION THEREOF) FROM ANY LATENT OR OTHER DEFECT (WHETHER OR NOT DISCOVERABLE), (iii)THE COMPLIANCE OF ANY OF THE EQUIPMENT (OR ANY PART OR PORTION THEREOF) WITH ANY APPLICABLE LAWS OR REGULATIONS, (iv) THE CREDITWORTHINESS OF EACH LESSEE OR ANY OTHER PERSON UNDER THE LEASES AND THE TRANSACTION DOCUMENTS, (v) THE COLLECTIBILITY OF ANY AMOUNT UNDER THE LEASES AND ANY OF THE TRANSACTION DOCUMENTS, (vi) THE TAX CHARACTERIZATION OF THE LEASES, OR (vii) THE DUE AUTHORIZATION, EXECUTION AND DELIVERY BY, OR THE ENFORCEABILITY AGAINST, ANY PERSON WHO IS OR HAS BEEN A PARTY TO THE LEASES AND ANY OF THE TRANSACTION DOCUMENTS (WITH THE EXCEPTION OF THE SELLER) AND SELLER HEREBY DISCLAIMS ALL SUCH REPRESENTATIONS AND WARRANTIES.

  • Without prejudice to Sections 5.1 and 5.2 above, You are responsible for (a) any required notices, consents and/or authorizations related to Your provision of, and our processing of, Your Content (including any Personal Data) as part of the Services, (b) any security vulnerabilities, and the consequences of such vulnerabilities, arising from Your Content, including any viruses, Trojan horses, worms or other harmful programming routines contained in Your Content, and (c) any use by You or Your Users of the Services in a manner that is inconsistent with the terms of this Agreement. To the extent You disclose or transmit Your Content to a third party, we are no longer responsible for the security, integrity or confidentiality of such content outside of Oracle’s control.

  • Without prejudice to the generality of Clause 10.1, GO Power shall, in relation to any Personal Data processed in connection with the performance by GO Power of its obligations under this Agreement: (a) process that Personal Data only on the written instructions of the Customer unless GO Power is required by the laws of any member of the European Union or by the laws of the European Union applicable to GO Power to process Personal Data (Applicable Data Processing Laws). Where GO Power is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, GO Power shall promptly notify the Customer of this before performing the processing required by the Applicable Data Processing Laws unless those Applicable Data Processing Laws prohibit GO Power from so notifying the Customer; (b) process that Personal Data only to the extent necessary for the legitimate interest of GO Power and its specified third parties, and as required for the performance of this Agreement and the rights of GO Power under it; (c) ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it); (d) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; (e) not transfer any Personal Data outside of the European Economic Area unless the consent of the Customer has been obtained and the following conditions are fulfilled: (i) the Customer or GO Power has provided appropriate safeguards in relation to the transfer; (ii) the data subject has enforceable rights and effective legal remedies; (iii) GO Power complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and (iv) GO Power complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data; (f) assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators; (g) notify the Customer without undue delay on becoming aware of a Personal Data breach; AND (h) at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the Agreement unless required by Applicable Data Processing Law to store the Personal Data;

  • Without Prejudice or Precedent The parties to the Committee agree that any discussion at the Committee will be on a without-prejudice and without-precedent basis, unless agreed otherwise.

  • Further Warranties The Parties agree to promptly execute documents that are reasonably required for or are conducive to the implementation of the provisions and purposes of this Agreement and take further actions that are reasonably required for or are conducive to the implementation of the provisions and purposes of this Agreement.

  • Other Warranties EXCEPT AS EXPRESSLY SET FORTH HEREIN, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE PHYSICAL CONDITION OF THE ASSET, OR ANY OTHER MATTER AND, IN PARTICULAR, SELLER MAKES NO EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

  • Implied Warranties DAS does not disclaim, exclude or modify the implied warranty of fitness for a particular purpose or the warranty of merchantability.

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