Without prejudice to Clause 6 Sample Clauses

Without prejudice to Clause 6. 3.2, any payments pursuant to this Agreement shall be made in full, without any set-off, counterclaim, restriction or condition and without any deduction or withholding (save as may be required by law or as otherwise agreed), except that payments due between any Seller and the Purchaser: (i) in relation to repayments of the Estimated Intra-Group Non-Trade Payables and Estimated Intra-Group Non-Trade Receivables pursuant to Clause 6.4.3; or (ii) in relation to adjustments to those repayments pursuant to Clause 7.4, respectively, shall be discharged to the fullest extent possible by way of set-off against each other.
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Without prejudice to Clause 6. 1 above, the Shareholder hereby undertakes that from the time of this undertaking to the Completion, it will not exercise, or direct the exercise of, any rights attaching to the Relevant Shares and any Shares issued pursuant to clause 5.2 (including, without limitation, any voting rights) in a manner which is or may be inconsistent with the terms of this Agreement and/or the completion of the transactions contemplated by the Subscription Agreement.
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Without prejudice to Clause 6. 1, and subject to Clause 6.5, Gleam’s total aggregate liability to the Client in respect of all losses suffered by the Client from, under or in connection with this Agreement, whether in contract, tort, misrepresentation, restitution, breach of statutory duty or otherwise, arising in connection with the performance or contemplated performance of this Contract, including any indemnity, shall be limited to the Charges paid or payable for the Work during the 12 month period prior to the claim arising.
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Without prejudice to Clause 6. 1, neither party hereto will (except under compulsion of law or as otherwise required pursuant to this Agreement), either before or after the termination of this Agreement, disclose to any person not authorised by the relevant party to receive the same, any confidential information relating to the relevant party or to the affairs of such party which has come in the possession of the party disclosing the same in the performance of this Agreement, and each party will use all reasonable endeavours to prevent any such disclosure as aforesaid. No party to this Agreement will knowingly do or suffer any act or matter or thing which would or might reasonably be expected to prejudice materially or bring into disrepute the business or reputation of any other party.
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Without prejudice to Clause 6. 1.1 Axxxxxxxx appoints the Client, at the Client’s expense, to administer the Client’s accounts and procure the collection of Receivables for the benefit of Axxxxxxxx for the time being.
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Without prejudice to Clause 6. 1.1 [Suspension of Services], where an Exceptional Event has led to a suspension of the Services for more than twelve (12) months the Client may terminate this Agreement upon giving fourteen (14) days' Notice to the Consultant.
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Without prejudice to Clause 6. 2 the Accommodation Supplier/Managing Agent may seek an order for possession of any Unit in the following cases: (a) where in the reasonable opinion of Accommodation Supplier/Managing Agent it is necessary to ensure that the Accommodation Supplier/Managing Agent is able to comply with its own obligations under its Lease of the Unit; or (b) where in the reasonable opinion of the Accommodation Supplier/Managing Agent it is necessary in order to prevent the tenant acquiring any different or additional security of tenure.
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Without prejudice to Clause 6. 2.2 above and any other terms of this Agreement, both before and after the Termination Date, you will abide by the terms of the Company Trade Secrets Agreement dated 29 June 2000 and communicated to you on your joining XX Xxxxxxx xXxxxxxx.xxx, save that Paragraph 3 of the Trade Secrets Agreement is expressly replaced by clause 6.2.1(c) of this Agreement.
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Without prejudice to Clause 6. 2, neither Party shall have any liability under the Framework Agreement in respect of any act or omission committed by either Party in connection with any Contract (including any breach of any Contract). Any liability arising under or in connection with a Contract shall be governed by the SOW Terms.
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Related to Without prejudice to Clause 6

  • 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 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 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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