Without prejudice to clause 12. 5, each of the parties hereby agrees that, as between themselves, all transfers provided for in this clause 12 shall be made only for consideration payable in cash (U.S. dollars and/or UK pounds sterling).
Without prejudice to clause 12. 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 12. 1 above the Landlord may assign the benefit of the provisions of the Lease and the covenants undertakings and agreements of the Assigning Tenant hereunder to any third party and the Assigning Tenant shall join in such documents as may be necessary to effect such Assignment
Without prejudice to clause 12. 5, the liability of each of the Vendors in respect of any claim under the Warranties shall be limited to the proportion of the aggregate amount of such claim which is equal to his Applicable Proportion.
Without prejudice to clause 12. 1 and the provisions of the Tax Matters, the Parties will use their reasonable best efforts to minimise Losses and Expenses from Third Party Claims and will act in good faith in responding to, defending against, settling or otherwise dealing with such claims.
Without prejudice to clause 12. 7.6, with respect to each Letter of Credit and each Bank Guarantee delivered to the Seller Group as Acceptable Credit Support, if the Buyer becomes aware that:
(A) such Letter of Credit or Bank Guarantee (as applicable) is not in full force and effect for any reason; or
(B) the relevant Credit Support Provider is no longer an Acceptable Credit Support Provider, the Buyer shall procure the issuance and delivery to the Seller Group of replacement Acceptable Credit Support within [***] after the occurrence of the event.
Without prejudice to clause 12. 1 and subject to Clauses 11 and 12.3, no party shall effect any disposal or transfer of shares in the capital of the Company or any interest therein nor shall the Company issue any shares or equity securities, to any person who is not a party to this Deed without first obtaining from the transferee or subscriber a deed of adherence in all material respects in the form set out in Schedule 5 to this Deed or such other form (provided that no difference between such other form and the form set out in Schedule 5 shall adversely affect the rights of the Eagle Investor under this Deed or the Articles) as the Executive Chairman and Bregal Capital may agree. Such undertaking shall be executed as a deed in favour of the Company, each of the Institutional Investors and the other Shareholders and shall be delivered to the Company at its registered office and to the Institutional Investors. No share transfer or issue of shares shall be registered unless such undertaking has been delivered.
Without prejudice to clause 12. 1, the Eagle Investor undertakes that it shall (and shall procure that each Member of the same Group (as such term is defined in the Articles) as the Eagle Investor shall) not take, and shall not agree to or permit, any action or step which would or might result (directly or indirectly) in the circumvention of (including, without limitation, pursuant to a sale or other change of control (as control is defined in section 1124(1) to (3) of the Corporation Tax Act 2010) of any parent undertaking of the Eagle Investor), the restrictions in the Articles and this Deed insofar as they relate to a transfer or other disposal of the whole or any part of an interest in any shares in the capital of the Company PROVIDED that this Clause 12.5 shall not apply in respect of the Third Party Sale and the Merger, each as referred to and defined in the MTA.
Without prejudice to clause 12. 1.1, subject to the listing of the Equity Shares of the Acquirer pursuant to the IPO, each Seller hereby, irrevocably and unconditionally, on and from the Closing Date, release, waive and discharge, and undertake and confirm that all the Affiliates of the Sellers have irrevocably and unconditionally released, waived and discharged, for all purposes, any and all of their respective rights (whether contractual or otherwise), Claims, Losses and causes of action that any Seller (or any of their Affiliates (collectively, the “Seller Releasing Parties”)) may have against the Target Companies and Target Group Subsidiary.
Without prejudice to clause 12. 2 (Tax gross-up), if the Lender is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by the Lender whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against the Lender, the Borrower shall, within three Business Days of demand of the Lender, promptly indemnify the Lender against such payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith, provided that this Clause 12.3 shall not apply to:
(i) any Tax imposed on and calculated by reference to the net income actually received or receivable by the Lender (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by the Lender but not actually receivable) by the jurisdiction in which the Lender is incorporated; or
(ii) any Tax imposed on and calculated by reference to the net income of the Facility Office of the Lender actually received or receivable by the Lender (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by the Lender but not actually receivable) by the jurisdiction in which its Facility Office is located.
