Without prejudice to Clause 9. 1, the Organiser shall indemnify, and keep indemnified, the Commission on demand from and against any loss howsoever suffered or incurred by the Commission arising out of any breach (whether caused by an act or omission of the Organiser or any of its partners, employees, agents, members, licensees, contractors, sub-contractors or otherwise) of any of the obligations of the Organiser under this Permit.
Without prejudice to Clause 9. 2, should the Buyers terminate this Agreement under the provisions of Clause 7, the full remaining balance of the Escrow Funds (together with interest earned thereon) shall be released to them immediately and the Buyers shall be entitled to claim further compensation for their losses.
Without prejudice to Clause 9. 2:
(A) Shell shall provide each draft of the Final Settlement Agreement before it is submitted to the DRS to BG at such time as will allow BG a reasonable opportunity to provide comments on it before the draft is submitted or sent;
(B) Shell shall have regard in good faith to comments promptly provided by BG on the draft copies provided pursuant to Clause 9.3(A);
(C) Shell shall keep BG promptly and reasonably informed of any material actual or proposed developments in relation to the negotiation and / or agreement of the Final Settlement Agreement and will, where appropriate, consult with BG in relation to the process of finalising the Final Settlement Agreement; and
(D) within three Business Days after execution of the Final Settlement Agreement, Shell will provide BG with a copy of such executed Final Settlement Agreement.
Without prejudice to Clause 9. 1.4, where an Applicant breaches any term of the Conditions or Regulations, the Applicant shall be liable to the Order for any costs, expenses or charges that may be incurred by the Order as a result of the breach.
Without prejudice to Clause 9. 3.3, the Buyer shall take all action reasonably requested by the Sellers and the Sellers shall take (and the Sellers shall procure that the Group Companies will take) all actions reasonably requested by the Buyer to assist the Parties in satisfying the condition described in clause 10.
1. To this end the Buyer and the Sellers and their respective legal advisors shall work together and—to the extent legally permissible—share all information relevant for the notification procedure to the German Federal Cartel Office, including draft notifications prior to submission to the authority, and for this purpose the Buyer shall only be obligated to share commercially sensitive information regarding its operations with the Sellers’ counsel (on a counsel to counsel basis).
Without prejudice to Clause 9. 2(a), a Chargor may only open an account with a new Account Bank after the proposed new Account Bank agrees with the Collateral Agent and the relevant Chargors, in a manner satisfactory to the Collateral Agent, to fulfil the rote of the Account Bank under this Deed;
(c) If there is a change of Account Bank, the net amount (If any) standing to the credit of the Security Accounts maintained with the old Account Bank will be transferred to the corresponding Security Accounts maintained with the new Account Bank Immediately upon the appointment taking effect and each Chargor and the Collateral Agent hereby irrevocably gives all authorisations and instructions necessary for any such transfer to be made;
(d) Each Chargor:
(i) must take any action which the Collateral Agent may require to facilitate a change of Account Bank in accordance with Clause 9.2(a) above and any transfer of credit balances (including the execution of bank mandate forms); and
(ii) irrevocably appoints the Collateral Agent as its attorney to take any such action if that Chargor should fail to do so;
(e) No Chargor shall, during the subsistence of this Deed, without the Collateral Agent’s prior consent, permit or agree to any variation of the rights attaching to any Security Account or close any Security Account.
Without prejudice to Clause 9. 3, if for any reason a general assembly of the Company has not been validly convened at Closing in accordance with paragraph 1(g) of Part A of Schedule 3 below and Closing nonetheless occurs, the Purchaser agrees and undertakes to cause the Company and the Subsidiaries to convene such a general assembly as soon as reasonably practicable after Closing to release the members of the board of directors of the Company who have resigned from office on or prior to the Closing Date from any damages or liabilities arising from such roles (but excluding any damages or liabilities arising as a consequence of fraud or fraudulent misrepresentation).
Without prejudice to Clause 9. 2(a), a Chargor may only open an account with a new Account Bank after the proposed new Account Bank agrees with the Collateral Agent and the relevant Chargors, in a manner satisfactory to the Collateral Agent, to fulfil the role of the Account Bank under this Deed.
Without prejudice to Clause 9. 1.4, each of the Parties acknowledges and agrees that in entering into the Contract it does not rely on, and shall have no remedy in respect of, any statement representation, warranty or undertaking (whether negligently or innocently made) other than as expressly set out or specifically referred to in the Contract.
Without prejudice to Clause 9. 6, to the extent that the Supplier is a Data Processor in relation to any Personal Data processed by it in connection with the performance by it of its obligations under this agreement (and not a Data Controller) then:
9.11.1 it will process that Personal Data only on the written instructions of the Client unless the Supplier is required by Applicable Laws to otherwise process that Personal Data. Where the Supplier is relying on the laws of a member of the European Union or European Union Law as the basis for processing Personal Data, the Supplier shall promptly notify the Client of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Client;
9.11.2 it will ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Client, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
9.11.3 it will ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
9.11.4 it will has consent to transfer Personal Data outside of the European Economic Area if the following conditions are fulfilled:
i. the Client or the Supplier has provided appropriate safeguards in relation to the transfer;
ii. the data subject has enforceable rights and effective legal remedies;
iii. the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
iv. the Supplier complies with reasonable instructions notified to it in advance by the Client with respect to the processing of the Personal Data;
9.11.5 it will assi...
