Without prejudice to Jaguar Sample Clauses

Without prejudice to Jaguar. Cars Limited’s and Land Rover UK’s rights and remedies under the Information Technology Agreement, if, between the date of this Sale and Purchase Agreement and Completion, the Seller proposes to implement an alternative means of continuing the provision of the Ford Transition Services because a third party has refused to provide consent under any relevant Seller IT Contract or JLR IT Contract prior to Completion, the Seller shall provide JLR and the Buyer with reasonable details of the proposed alternative solution. 5.10.1 The Seller undertakes to provide at Completion updated versions of the Documented Plans (as such term is defined in the Intellectual Property Common Terms Agreement) existing on or immediately prior to Completion as a schedule to the Intellectual Property Common Terms Agreement. 5.10.2 The Seller shall, subject to the applicable terms of the Intellectual Property Agreements, provide to JLR immediately after Completion ownership rights or a right of use to all Intellectual Property Rights (other than Trade Marks as defined in Clause 5.10.3) owned by any member of the Seller Group that at Completion are used or planned for use pursuant to Documented Plans (as such term is defined in the Intellectual Property Common Terms Agreement) by JLR. 5.10.3 The Seller shall, subject to the applicable terms of the Intellectual Property Agreements, provide to JLR immediately after Completion ownership rights or a right of use to all trade marks, service marks, trade, business and domain names, logos, trade dress or get-up (collectively, Trade Marks) owned by any member of the Seller Group that at the date of this Sale and Purchase Agreement are used by JLR. 5.10.4 The Seller shall procure from each Identified Third Party “A” Licensor by Completion a written agreement to grant a licence in the respective Identified Third Party “A” IP, to those Target Companies licensed pursuant to the respective Seller Third Party “A” Licence, on terms (including royalties, any use restrictions and any other key commercial terms) and duration (a) reasonably comparable to those set forth in the respective Seller Third Party “A” Licence, or (b) as otherwise requested by an Identified Third Party “A” Licensor and approved by the Buyer (such approval not to be unreasonably withheld or delayed); provided that: (i) the Buyer shall not obstruct, interfere with or otherwise frustrate the Seller in obtaining such agreements; (ii) the Buyer shall use reasonable endeavours, as rea...
Sample 1
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Without prejudice to Jaguar. Cars Limited’s and Land Rover UK’s rights and remedies under the Information Technology Agreement, if, between the date of this Sale and Purchase Agreement and Completion, the Seller proposes to implement an alternative means of continuing the provision of the Ford Transition Services because a third party has refused to provide consent under any relevant Seller IT Contract or JLR IT Contract prior to Completion, the Seller shall provide JLR and the Buyer with reasonable details of the proposed alternative solution.
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Related to Without prejudice to Jaguar

  • Without prejudice to Paragraph 6.1, University’s liability to the Licensee for all losses or damage of any kind howsoever caused shall be limited to the aggregate total amount received by University from Licensee under this Agreement as at the date of such breach.

  • 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;

  • Without prejudice to Clause 10.1 above, this Clause shall remain in full force and effect notwithstanding any discharge, release or termination of this Pledge (whether or not in accordance with Clause 7.1 of this Pledge Agreement).

  • Without prejudice to the generality of Clause 10.1, GO Power shall, in relation to any Personal Data processed in connection with the performance by GO Power of its obligations under this Agreement: (a) process that Personal Data only on the written instructions of the Customer unless GO Power is required by the laws of any member of the European Union or by the laws of the European Union applicable to GO Power to process Personal Data (Applicable Data Processing Laws). Where GO Power is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, GO Power shall promptly notify the Customer of this before performing the processing required by the Applicable Data Processing Laws unless those Applicable Data Processing Laws prohibit GO Power from so notifying the Customer; (b) process that Personal Data only to the extent necessary for the legitimate interest of GO Power and its specified third parties, and as required for the performance of this Agreement and the rights of GO Power under it; (c) ensure that it has in place appropriate technical and organisational measures 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); (d) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; (e) not transfer any Personal Data outside of the European Economic Area unless the consent of the Customer has been obtained and the following conditions are fulfilled: (i) the Customer or GO Power has provided appropriate safeguards in relation to the transfer; (ii) the data subject has enforceable rights and effective legal remedies; (iii) GO Power 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) GO Power complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data; (f) assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators; (g) notify the Customer without undue delay on becoming aware of a Personal Data breach; AND (h) at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the Agreement unless required by Applicable Data Processing Law to store the Personal Data;

  • 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 Prejudice or Precedent The parties to the Committee agree that any discussion at the Committee will be on a without-prejudice and without-precedent basis, unless agreed otherwise.

  • Without Party A’s prior written consent, Party B shall not assign its rights and obligations under this Agreement to any third party.

  • 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.

  • GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy.

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

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