Without prejudice to Clause 3 Sample Clauses

Without prejudice to Clause 3. 3, the Licensor may: (a) at any time take possession of any property or thing of the Licensee in the possession of the Licensor until such sum is paid in full and if payment is not made within fourteen (14) days after the Licensor so takes possession the Licensor may sell any such property or thing; (b) the proceeds of sale of such property may be applied (after deduction of the costs of taking possession, storage and sale) in payment of such sum due and owing; and (c) the Licensee shall have no claim whatsoever against the Licensor whether in respect of the taking of possession of the property or thing or of the manner and conduct of the storage or of the sale and PROVIDED FURTHER THAT if the proceeds of sale are not sufficient to pay such sums and costs the Licensee shall remain liable for any balance unpaid.
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Without prejudice to Clause 3. 1 after notice of termination has been given by either party pursuant to Clause 3 or if the Executive seeks to or indicates an intention to resign as a director of the Company or any Group Company or terminate his employment, provided that the Executive continues to be paid and enjoys his full contractual benefits until his employment terminates in accordance with the terms of this Agreement, the Board may in its absolute discretion without breaking the terms of this Agreement or giving rise to any claim against the Company or any Group Company for all or part of the notice period or fixed term (as the case may be):- 16. 2.1 exclude the Executive from the premises of the Company and/or any Group company; 16. 2.2 require him to carry out specified duties (consistent with the Executive's status, role and experience for the Company) other than those referred to in Clause 4 or to carry out no duties; 16. 2.3 announce to employees, suppliers and customers that he has been given notice of termination or has resigned (as the case may be);
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Without prejudice to Clause 3. 7 (Government Users) the Concessionaire shall not undertake nor be responsible or bear any costs and expenses for the Reserved Activities: The Reserved Activities comprise the following activities:
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Without prejudice to Clause 3. 2, Visa Inc. agrees that no Visa Group Member shall have recourse against, and shall procure that no Visa Group Member shall seek to have recourse against, a UK Member or any of its Affiliates under the Operating Regulations Indemnity, the Membership Regulations Indemnity or any other indemnification obligations, covenants to pay or other obligations to discharge or compensate for liabilities or losses, in each case given by the UK Members or their Affiliates (or any of them) under any of the Membership Documents or otherwise, in respect of: 3.3.1 any UK Covered Losses; or 3.3.2 any Covered Losses arising from Domestic Covered Claims other than UK Domestic Covered Claims, to the extent that such Covered Losses arise as a result of the activities of such UK Member (including through an Affiliate) in the United Kingdom, provided that nothing in this clause 3.3.2 shall limit the liability of UK Members in respect of any activity (through an Affiliate or otherwise) outside of the United Kingdom.
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Without prejudice to Clause 3. 1.1, the provisions of Clause 7.8 (No rescission), Clause 7.9 (Counterparts), Clause 7.13 (Governing Law) and Clause 7.14 (Disputes) shall also apply with respect to this Amendment Agreement. This Amendment Agreement has been entered into on the date stated at the beginning of this Amendment Agreement.
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Without prejudice to Clause 3. 3.2, the Sub-Provider shall have no liability in respect of any failure to meet the Service Levels for a part of the Sub-Provider Services which occurs during any period in which XXXxxxxxx.xxxxxxxxx is exercising step-in rights as contemplated by this Clause 3.12 in respect of that part of the Sub-Provider Services.
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Without prejudice to Clause 3. 1 after notice of termination has been given by either party pursuant to Clause 2.4 or if the Executive seeks to or indicates an intention to resign as a director of the Company or terminate his employment without notice, provided that the Executive continues to be paid and enjoys his full contractual benefits until his employment terminates in accordance with the terms of this Agreement, without giving rise to any claim against the Company or any Group Company, the Company shall be entitled for all or part of the notice period to: (a) require the Executive to cease to perform all or any of his duties under this Agreement; (b) exclude the Executive from any premises of the Company or of any other Group Company other than the Company, to such extent as the Company may from time to time determine; (c) announce to employees, suppliers, customers and the London Stock Exchange that the Executive has been given notice of termination or has resigned (as the case may be), having first consulted with the Executive with a view to seeking his agreement (such agreement not to be unreasonably withheld) to the form of announcement; and/or (d) instruct the Executive: (i) not to communicate orally or in writing with suppliers of the Group in relation to the business of the Group, or with employees, agents or representatives of the Company or any Group Company; and (ii) to communicate orally or in writing with customers of the Group only to the extent that such communication is not in relation to the business of the Group and is required for the proper discharge of the Executive’s duties as an employee of or a consultant to any person other than the Group; until the Executive’s employment hereunder has terminated and the period during which the Executive is required to cease to perform all or any of his duties under or is excluded from any premises under this Clause 3.2 shall be referred to as the “Garden Leave Period”.
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Without prejudice to Clause 3. 4.2, eEither Party shall have the right to terminate this Agreement on giving the other Party at least six (6) months' prior written notice to expire on the next following anniversary of the Commencement Date.
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Related to Without prejudice to Clause 3

  • 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 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 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 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 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;

  • 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.

  • REMEDIES AND WAIVERS No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under the Finance Documents shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

  • Without limiting the other provisions of this Section 3.1, among other delegations by the Trustees, the Trustees have determined that there is a significant risk that the Trust and its shareholders may be adversely affected by investors with short term trading activity and/or whose purchase and redemption activity follows a market timing pattern as defined in the prospectus for the Trust, and have authorized the Trust, the Underwriter and the Trust's transfer agent to adopt procedures and take other action (including, without limitation, rejecting specific purchase orders in whole or in part) as they deem necessary to reduce, discourage, restrict or eliminate such trading and/or market timing activity. You agree that your purchases and redemptions of Portfolio shares are subject to, and that you will assist us in implementing, the Market Timing Trading Policy and Additional Policies (as described in the Trust's prospectus) and the Trust's restrictions on excessive and/or short term trading activity and/or purchase and redemption activity that follows a market timing pattern.

  • REMEDIES, ETC CUMULATIVE. Each and every right, power and remedy of the Pledgee provided for in this Agreement or in any other Secured Debt Agreement, or now or hereafter existing at law or in equity or by statute shall be cumulative and concurrent and shall be in addition to every other such right, power or remedy. The exercise or beginning of the exercise by the Pledgee or any other Secured Creditor of any one or more of the rights, powers or remedies provided for in this Agreement or any other Secured Debt Agreement or now or hereafter existing at law or in equity or by statute or otherwise shall not preclude the simultaneous or later exercise by the Pledgee or any other Secured Creditor of all such other rights, powers or remedies, and no failure or delay on the part of the Pledgee or any other Secured Creditor to exercise any such right, power or remedy shall operate as a waiver thereof. No notice to or demand on any Pledgor in any case shall entitle it to any other or further notice or demand in similar or other circumstances or constitute a waiver of any of the rights of the Pledgee or any other Secured Creditor to any other or further action in any circumstances without notice or demand. The Secured Creditors agree that this Agreement may be enforced only by the action of the Pledgee, in each case acting upon the instructions of the Required Lenders (or, after the date on which all Credit Document Obligations have been paid in full, the holders of at least a majority of the outstanding Other Obligations) and that no other Secured Creditor shall have any right individually to seek to enforce or to enforce this Agreement or to realize upon the security to be granted hereby, it being understood and agreed that such rights and remedies may be exercised by the Pledgee for the benefit of the Secured Creditors upon the terms of this Agreement.

  • Remedies and Waiver All remedies of any party are cumulative. Failure of either the Ceding Company or the Reinsurer to exercise any right, privilege, power or remedy at law, equity or in existence by virtue of this Agreement or to otherwise insist upon strict compliance with any of the terms, provisions and conditions of this Agreement, or the obligations of the other party, will not constitute a waiver of such right, privilege, power, remedy, term, provision, condition, or obligation. Moreover, the failure of either party to enforce any part of this Agreement shall not be deemed to be an act of ratification or consent. No prior transactions or dealings between the parties shall be deemed to establish any custom or usage waiving or modifying any provision of this Agreement.

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