Without prejudice to paragraph 1 Sample Clauses

Without prejudice to paragraph 1. 3.1, a Protected Policyholder to whom a payment is made pursuant to paragraph 1.1 shall do such acts and things and execute such deeds and documents, and in particular such forms of assignment, transfer or assurance as the FSCS may from time to time request to vest in it fully and effectively all rights and claims of that Protected Policyholder against or in respect of the relevant English Authorised Scheme Company or other persons or section 562A(4) of the Corporations Act under or in respect of the Protected Liability to which such payment relates, or to perfect or evidence the vesting in it of the same. Each Protected Policyholder hereby irrevocably and unconditionally appoints the chairman of the FSCS for the time being to be his attorney and agent and on his behalf and in his name or otherwise to do such acts and things and execute such deeds and documents as may be required to give effect to this paragraph 1.3.3, if such Protected Policyholder fails to comply promptly with his obligations hereunder. Without prejudice to paragraph 1.3.1, if and to the extent that any interest in any such right or claim of a Protected Policyholder as falls to be assigned to the FSCS under that paragraph upon any payment being made does not for any reason immediately vest fully and effectively in the FSCS, the same shall be held by the Protected Policyholder on trust absolutely for the FSCS until it does so vest (whether pursuant to that paragraph or the preceding provisions of this paragraph or otherwise); and until then references in paragraph 1.
Sample 1
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Without prejudice to paragraph 1. 2, if the Buyer and the Sellers’ Representative fail to agree on an expert and their terms of appointment within ten Business Days of either the Buyer or the Sellers’ Representative serving on the other details of its suggested expert or experts, then at the request of either the Buyer or the Sellers’ Representative, the Buyer and the Sellers’ Representative shall make a joint application requesting the President of the Institute of Chartered Accountants in England and Wales to nominate the Expert under the President’s Nomination Scheme.
Sample 1
Without prejudice to paragraph 1. 1, the Tenant is to procure that Practical Completion occurs within 2 years after the later of satisfaction of the Purchase Conditions and the Development Pre Conditions.
Sample 1
Without prejudice to paragraph 1. 1 the Supplier undertakes to indemnify BUPA and keep BUPA indemnified from and against all claims, demands, actions, proceeding, damages, compensation, tribunal awards, fines, costs, expenses and all other liabilities, howsoever and whenever arising relating to: (a) any contract of employment (including, without prejudice to the generality of the foregoing the termination thereof) with; or (b) any duty or liability of the Supplier in relation to any matter whatsoever (whether arising before or after the Exit Date) and/ or in relation to the provision of the Services (or any part of them) provided hereunder howsoever the same may arise including but not limited to: (i) salaries or wages, accrued holiday pay, expenses, pension benefits, life assurance, health or medical expenses insurance and all other emoluments and any PAYE tax deductions and National Insurance contributions relating to; (ii) any claim for pay in lieu of notice, damages for wrongful dismissal, redundancy pay (whether under statute or common law) and compensation for unfair dismissal (including, without limitation, any such claim arising from a dismissal or constructive dismissal which is deemed to have been effected by BUPA) relating to; and (iii) any award made (whether against the Supplier or BUPA) under Section 189 Trade Union and Labour Relations (Consolidation) Xxx 0000 or Regulation 11 of the Transfer Regulations in respect of,
Sample 1
Without prejudice to paragraph 1. 3, the Seller shall not be liable in respect of a Relevant Claim or a claim under any Taxation Warranty unless and until the aggregate amount of all such claims and all Tax Claims (if any) exceed L1.5 million in aggregate (whether or not all Tax Claims exceed L500,000 in aggregate), in which case the Seller shall be liable for the whole amount of all such claims (subject to the other provisions of this Agreement) and not merely the amount in excess of L1.5 million.
Sample 1

Related to Without prejudice to paragraph 1

  • 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 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 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 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 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;

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

  • 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, Characterizations, Other Obligations, Breaches and Injunctive Relief The remedies provided in this Note shall be cumulative and in addition to all other remedies available under this Note and any of the other Transaction Documents at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the Holder’s right to pursue actual and consequential damages for any failure by the Company to comply with the terms of this Note. The Company covenants to the Holder that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the Holder shall be entitled, in addition to all other available remedies, to an injunction restraining any such breach or any such threatened breach, without the necessity of showing economic loss and without any bond or other security being required. The Company shall provide all information and documentation to the Holder that is requested by the Holder to enable the Holder to confirm the Company’s compliance with the terms and conditions of this Note.

  • REMEDIES, CHARACTERIZATION, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF The remedies provided in this Warrant shall be cumulative and in addition to all other remedies available under this Warrant and the other Transaction Documents, at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual damages for any failure by the Company to comply with the terms of this Warrant. The Company covenants to the Holder that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, exercises and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the holder of this Warrant shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required. The Company shall provide all information and documentation to the Holder that is requested by the Holder to enable the Holder to confirm the Company’s compliance with the terms and conditions of this Warrant (including, without limitation, compliance with Section 2 hereof). The issuance of shares and certificates for shares as contemplated hereby upon the exercise of this Warrant shall be made without charge to the Holder or such shares for any issuance tax or other costs in respect thereof, provided that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than the Holder or its agent on its behalf.

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