Without prejudice to Clause 11. 5, the Seller shall, or shall cause the relevant member of the Seller’s Group to, indemnify, defend and hold harmless each member of the Purchaser’s Group from, against and in respect of any Losses suffered or incurred by any of them resulting from:
11.6.1 any Retained Liabilities;
11.6.2 any failure by the Seller or any member of the Seller’s Group to promptly discharge or procure the prompt discharge of any Retained Liabilities; and
11.6.3 any Liabilities arising out of, relating to or otherwise in respect of the Retained Liabilities after the Effective Time, (collectively, the “Retained Liability Indemnity”), provided that neither the Purchaser nor any member of the Purchaser’s Group can claim under the indemnity in this Clause 11.6 in respect of matters relating to Pension Benefits and/or the Pension Plans.
Without prejudice to Clause 11. 9 and subject to agreement between the parties via the Change Control Procedure, the Supplier may increase the Food & Beverages Prices on an annual basis with effect from each anniversary of the Operational Services Commencement Date, by an amount not exceeding by, the percentage change between the current month (being the same month as the anniversary of the Operational Services Commencement Date) and the same month of the previous Contract Year, as defined by AWE.
Without prejudice to Clause 11. 2, in the event that Binance determines that you are in Default under clause 11.1.15 of these Margin Service Terms, Binance reserves the right (without liability to you or any third party) to unwind or reverse any Transactions, freeze any or all amounts allocated to your Binance Account, and/or deduct any amounts allocated to your Binance Account that relate to or arise out of any Transactions entered into by you in connection with any of the circumstances referred to in clause 11.1.15.
Without prejudice to Clause 11. 3.1 (Application of Funds in Reserve Accounts in case of Shortfall or Enforcement), the Borrower is permitted to make payments out of the Special Capex Account only for the purpose of funding Obligors' Capital Expenditure payments on the terms set out in Clause 15 (Capital Expenditure) but may do so without the prior written consent of the Security Trustee.
Without prejudice to Clause 11. 2 (Assignment) the Tenant may not transfer or deal in any way with the licence created by this Agreement.
Without prejudice to Clause 11. 2.2 below, the Facility Agent may, and if so requested by the Majority Lenders, shall without prejudice to any other rights of the Lenders, at any time after the occurrence of an Event of Default which is then continuing beyond the relevant cure period as described in clause 11.2.3 below, if any, by notice to the Borrower declare that:
(a) the obligation of each Lender to make its Commitments available to the Borrower shall be terminated, whereupon the relevant Commitment or Commitments shall be reduced to zero forthwith; and/or
(b) the relevant Outstandings and all interest and commitment commission accrued and all other sums payable under this Agreement and any of the other relevant Security Documents have become due and payable, whereupon the same shall, immediately or in accordance with the terms of such notice, become due and payable.
Without prejudice to Clause 11. 11.2, neither the Borrower, the Guarantor nor any Material Subsidiary is in breach of or in default under any agreement to which it is a party or which is binding on it or any of its assets to an extent or in a manner which might have a material adverse effect on the business or financial condition of the Group taken as a whole.
Without prejudice to Clause 11. 1.2 the Customer hereby grants to Capita a non -exclusive licence to use, reproduce, modify, adapt and enhance (and to authorise a third party to use, reproduce, modify, adapt and enhance) any Customer Data which is provided by the Customer to Capita during the term of this Agreement, but only to the extent that such use, reproduction, modification, adaptation and enhancement is necessary for the performance of the Services and not otherwise. Such licence shall terminate automatically without notice from the Customer upon the termination of this Agreement.
Without prejudice to Clause 11. 2, the Consultant shall be liable for and shall indemnify the Client against any liability, loss, costs, expenses, claims or proceedings whatsoever arising and any statute or common law in respect of:
11.4.1 any loss or damage to property (whether real or personal); or
Without prejudice to Clause 11. 5, the Parties shall use all reasonable endeavours to resolve any dispute that may arise pursuant to this Clause 11. However, if within [***] after the Supplier is notified of any Delivery of allegedly Defective Products, the Parties fail to agree whether any Products supplied by the Supplier (or its Affiliates) to Prestige (or its Affiliates) are Defective or may be rejected or returned for any reason, then:
(A) in the case of a rejection or return for quality reasons, the question of whether a product is Defective shall be determined by an Independent Laboratory and the decision of the Independent Laboratory shall be final and binding on the Parties. The Independent Laboratory shall act as an expert and not as an arbitrator and (unless the Independent Laboratory otherwise determines) its fees shall be borne by the Party against whom the Independent Laboratory’s decision is given; and
(B) in the case of a rejection or return for any other reasons, in the event the parties are unable to resolve the matter by mutual agreement the matter shall be subject to resolution in accordance with Clause 41.
