Without prejudice to Clause 7 Sample Clauses

Without prejudice to Clause 7. 1 above, the Sellers shall not, during the period of one year after Completion (the Lock-Up Period) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any of the Consideration Shares without the prior written consent of the Purchaser. The provisions of this subclause shall also apply to any other securities for the time being representing or replacing or derived from the Consideration Shares (whether by way of stock split, reverse stock split or recapitalisation), other than any such securities as may be acquired for cash by way of rights or other issue and other than stock dividends, and references in this clause to a Consideration Shares shall be construed accordingly. The same restrictions as set out in this clause 7.2 shall apply with respect to any of the Escrowed Shares for the whole period during which such Escrowed Shares remain deposited in escrow pursuant to the terms of the Share Escrow Agreement.
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Without prejudice to Clause 7. 1.5, each of the Purchasers shall and shall procure that its respective subsidiaries shall, treat as strictly confidential and not disclose or use any information relating to the Sellers' and their respective subsidiaries' business, financial or other affairs (including future plans and targets).
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Without prejudice to Clause 7. 2 but subject to the provisions of the rest of this Clause 7 the cumulative liability of The Sensible Code Company in respect of all claims made in respect of or in connection with this Agreement, including claims arising in contract, tort (including without limitation, negligence), breach of statutory duty or arising in any other way out of the subject matter of this Agreement, shall not exceed a sum equal to the sum actually paid by you for the Software in the previous 12 months.
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Without prejudice to Clause 7. 1, TCWL shall deal with and have conduct of all matters giving rise to any claim if, by notice to TCWL given at any time on or after the Effective Date, the Indemnified Party making such claim so requires.
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Without prejudice to Clause 7. 9.1 the Partners may agree to carry forward any such financial surplus in the Pooled Fund provided that such carrying forward will be in accordance with any relevant statutory or other legal requirements or guidance.
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Without prejudice to Clause 7. 2.1, the Parties may not terminate this Agreement if a Prohibited Act is committed by an employee or consultant of CPUK who is acting independently of CPUK provided that CPUK has implemented Adequate Procedures and has either immediately dismissed or suspended the relevant individual pending investigation (and where such investigation concludes that a Prohibited Act has been committed, such individual shall be immediately dismissed).
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Without prejudice to Clause 7. 8, the Seller shall not be liable under this Agreement in respect of any individual claim (or a series of claims arising from substantially identical facts or circumstances) under this Agreement where the Seller’s liability agreed or determined (disregarding the provisions of this Clause 7.6) in respect of any such claim or series of claims does not exceed EUR 50,000. If such claim (or series of claims) exceeds such amount, all of such claim or claims (and not merely the excess) shall be recoverable.
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Without prejudice to Clause 7. 2.1 the Grantor shall use its reasonable endeavours to assist the Concessionaire in obtaining, renewing or extending any Required Consents.
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Related to Without prejudice to Clause 7

  • Without prejudice to Clause 16.1 the Employer shall:

  • 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;

  • Remedies; Survival The Parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with, these confidentiality and privacy obligations. With respect to information provided in connection with this Agreement, these obligations shall survive for a period of three (3) years following the expiration or termination of this Agreement.

  • Indemnification Remedies Survival 8.1 For the purposes of this Section 8 terms “Loss” and “

  • 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 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.

  • REMEDIES; NO WAIVER All rights, powers and remedies of Bank hereunder are cumulative. No delay, failure or discontinuance of Bank in exercising any right, power or remedy hereunder shall affect or operate as a waiver of such right, power or remedy; nor shall any single or partial exercise of any such right, power or remedy preclude, waive or otherwise affect any other or further exercise thereof or the exercise of any other right, power or remedy. Any waiver, permit, consent or approval of any kind by Bank of any breach of this Guaranty, or any such waiver of any provisions or conditions hereof, must be in writing and shall be effective only to the extent set forth in writing.

  • Survival The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.

  • No Waiver; Remedies, Etc No failure on the part of any Agent or any Lender to exercise, and no delay in exercising, any right hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right under any Loan Document preclude any other or further exercise thereof or the exercise of any other right. The rights and remedies of the Agents and the Lenders provided herein and in the other Loan Documents are cumulative and are in addition to, and not exclusive of, any rights or remedies provided by law. The rights of the Agents and the Lenders under any Loan Document against any party thereto are not conditional or contingent on any attempt by the Agents and the Lenders to exercise any of their rights under any other Loan Document against such party or against any other Person.

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