Without prejudice to Clause 5. 1, a party may suspend performance under any Agreement (in whole or in respect of a page of a Site, a Site or Sites) and/or terminate any Agreement (in whole) or remove a page of a Site, a Site or Sites from any Agreement with immediate effect, if the other party:
(a) is in material breach of the Agreement where the breach is incapable of remedy;
(b) is in material breach of the Agreement where the breach is capable of remedy and fails to remedy that breach within [* * *] days after receiving written notice of such breach; or
(c) is in material breach of the Agreement more than [* * *] even if the previous breaches were remedied, provided (in each case) that any such suspension or removal of a page(s) or Site(s) may only take effect in relation to the page(s) or Site(s) on (or in respect of which) the relevant breach has occurred.
Without prejudice to Clause 5. 1.1 and except where the transfer is made pursuant to the provisions of Clause 5.5,
(a) A Shareholder (other than Medy or an Investor) shall be prohibited from transferring its Shares or otherwise selling, disposing of or dealing with all or any part of its interest in such Shares unless and until (x) in connection with such transaction, the Company and the other Shareholders shall have been given an opportunity to exercise their rights of first refusal pursuant to Clause 5.2 and (y) the rights of co-sale conferred by Clause 5.3 shall have been exhausted.
(b) an Investor shall be prohibited from transferring its Shares or otherwise selling, disposing of or dealing with all or any part of its interest in such Shares unless (x) such transaction shall fall under Clause 5.5 or (y) the obligations of such Shareholder in respect of the rights of first offer conferred by Clause 5.4 have been met.
Without prejudice to Clause 5. 1.1, the Seller and the Purchaser shall:
(a) promptly co-operate with and provide all necessary information and assistance reasonably required by any Governmental Authority in connection with the Closing Conditions upon being requested to do so by the other Party; and
(b) promptly inform the other Party of any communication received from, or given by it to, any Governmental Authority with respect to any of the Closing Conditions; provided that any and all communications by either Party with a Governmental Authority in connection with the Closing Conditions shall require the prior written approval of the other Party, which approval shall not be unreasonably withheld or delayed.
Without prejudice to Clause 5. 16.1, the Tenant shall not allow the Premises to be used as a place in which any person is employed in contravention of Section 57(1)(e) of the Immigration Act (Chapter 133), Section 5 of the Employment of Foreign Workers Act (Chapter 91A) and any other Law in force at the moment.
Without prejudice to Clause 5. 2.1 the General Partner shall do all things and discharge all duties or requirements of or imposed on a general partner by law (whether or not on behalf of the Partnership) and in particular so as to ensure, so far as it is reasonably able, that the liability of the Investors is and remains limited.
Without prejudice to Clause 5. 2, 7TH MINUTE may request a review at the end of each Contract Year in respect of whether the Fees should be increased. If 7TH MINUTE requests such a review the parties shall review and (if applicable) amend the Fees, at all times acting reasonably and in good faith.
Without prejudice to Clause 5. 2(a), the Chargor may only open an account with a new Account Bank after the proposed new Account Bank agrees with the Collateral Agent and the Chargor, in a manner satisfactory to the Collateral Agent, to fulfil the role of the Account Bank under this Deed.
Without prejudice to Clause 5. 1, if the Receiving Party does not agree that the Change is a De Minimis Change or if the Requesting Party has not stated in the CCN that the Change is a De Minimis Change, the process set out below shall apply.
Without prejudice to Clause 5. 3.1 and paragraphs 10.1.1 and 10.2 of Schedule 2, the cancellation or repurchase of the S Shares, F Shares and O Shares or the removal of such Shares from the capital of the Company as referred to in Clauses 4.3.2 and 4.3.3 shall be effected for no consideration or, to the extent applicable, for no consideration other than for any amounts due to the relevant holders of such Shares in respect of their entitlement to any part of the State Acquired Business, the Santander Acquired Business or the Retained Business and taking into account Clause 4.1.4.
Without prejudice to Clause 5. 4.11, the Contracting Body may consult with the Prime Contractor to inform its decision regarding any exemptions but the Contracting Body shall have the final decision in its absolute discretion.
