Without prejudice to Clause 4 the Buyer may at its absolute discretion waive any of the requirements under Clause 2.2.1. No assumption of liabilities
Without prejudice to Clause 4. 9.2, the Chargor shall promptly notify the Security Agent in the event that:
Without prejudice to Clause 4. 3.1 You may at any time on giving written notice to the Council cease to carry out or implement any Works or further Works in respect of the Project where in all the circumstances then prevailing it is agreed between the Parties that the implementation and or continuation of the Project is no longer economically viable.
Without prejudice to Clause 4. 4, UCLB shall procure the transfer to Autolus of a copy of the Test and Regulatory Data resulting from the CRUK Study, once such Test and Regulatory Data has been released by the sponsor and UCLB has authority from any applicable Regulatory Authority to disclose the same to Autolus. Upon the disclosure of such Test and Regulatory Data to Autolus, the GD2 Licence shall automatically be extended to include a licence to the GD2 Clinical Study Results and the GD2 Program IP shall be deemed to include GD2 Clinical Study Results.
Without prejudice to Clause 4. 2.1, the parties agree that all requests and enquiries from any government, governmental, supranational or trade agency, court or other regulatory body shall be dealt with by the Seller and the Purchaser in consultation with each other and the Seller and the Purchaser shall promptly co-operate with and provide all necessary information and assistance reasonably required by such government, agency, court or body upon being requested to do so by the other including, if necessary, after Closing.
Without prejudice to Clause 4. 4.1, the Goods are at the risk of the Buyer from the time of delivery.
Without prejudice to Clause 4. 1, the Customer agrees that neither the Bank nor any information provider shall be deemed an investment adviser or other professional to the Customer. It is the sole responsibility of the Customer to seek or determine market information and seek independent professional advice on financial, investment, technical, legal, tax and other issues in connection with the use of the Personal Net Banking Services and/or the Website.
Without prejudice to Clause 4. 2, the Management Sellers shall use all reasonable endeavours to ensure that the Conditions are satisfied as soon as reasonably practicable and, in any event, not later than the Long Stop Date.
Without prejudice to Clause 4. 2.2, Seller and Purchaser shall (i) promptly co-operate with and provide all necessary information and assistance reasonably required by any Governmental Authority in connection with the Condition Precedent set out in Clause 4.1.1 upon being requested to do so by the other Party, (ii) promptly inform, and provide copies to, the other Party of any communication received from, or given by it to, any Governmental Authority with respect to the said Condition Precedent, (iii) to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Authority in respect of any filing, investigation or other inquiry in connection with the Transaction and to participate in the preparation for such discussion, telephone call or meeting, (iv) not enter into, or consummate, any acquisition or license agreement which would present a material risk of making it materially more difficult to obtain any approval or authorization required in connection with the Condition Precedent set out in Clause 4.1.1, and (v) to the extent permitted by Law, consult with each other prior to filing or submitting documents or entering into discussions with any Governmental Authority and give each other advance notice to engage in meaningful consultation.
Without prejudice to Clause 4. 1.8, the Purchase Price shall be paid on the Closing Date in accordance with this Agreement even if any necessary Property Third Party Consents have not then been obtained and not all the Transferred Real Property is transferred on the Closing Date.
