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:
Without prejudice to Clause 5. 1.1 and except where the transfer is made pursuant to the provisions of Clause 5.5,
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. 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. 1.1, the Seller and the Purchaser shall:
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. 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. 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.
Without prejudice to Clause 5. 7.8, the Prime Contractor shall indemnify and keep indemnified the Contracting Body in full from and against all claims, proceedings, actions, damages, losses, costs and expenses and all loss of profits, business revenue or goodwill (whether direct or indirect) and all consequential or indirect loss howsoever arising out of, in respect of or in connection with, any breach by the Prime Contractor (or any Sub-contractor) of Clauses 5.7.1 to 5.7.7.
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.
