Without prejudice to Section 12 Sample Clauses

Without prejudice to Section 12. 2.1, the Province may at any time by a specific notice require a revision to the Project Schedule to accelerate the performance of the design, construction, completion, commissioning and testing of the Works or the design and completion of the Decommissioning or both or any component thereof (if such acceleration is reasonably possible), provided that if any such revision will result in an increase in the Concessionaire’s costs of completing the Works and the Decommissioning, as applicable, then such revision will be deemed to be a Province Change and the provisions of Part 2 of Schedule 13 [Province Changes] will apply accordingly.
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Without prejudice to Section 12. 1, each Provider hereby acknowledges and agrees that, as between the Provider and the applicable Recipient: (i) the Recipient’s Intellectual Property existing as of the date hereof (“Recipient’s Existing IP”) will remain the sole and exclusive property of the Recipient; and (ii) the Recipient shall own all Intellectual Property Rights subsisting in any and all adaptations of, modifications and enhancements to and works derived from Recipient’s Existing IP that are created, developed, conceived or reduced to practice by or on behalf of the Provider or the Recipient during the Service Term (“Recipient’s Derivative IP”); and (iii) the Recipient shall own all Intellectual Property Rights, other than Provider’s Derivative IP, that are, at the Recipient’s expense, created, developed, conceived or reduced to practice by or on behalf of the Provider specifically at the written direction of, and solely for, the Recipient during the Service Term (“Recipient’s New IP”). Notwithstanding the foregoing, the applicable Recipient shall hereby grant such Provider a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up and unrestricted license to use and reproduce software included in Recipient’s New IP, including any and all object code, source code, information and/or documentation related thereto.
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Without prejudice to Section 12. 2.2.5, each Party may issue a press release or public announcement if required to be revealed in response to a court decision or administrative order, if required under Applicable Law or rules of a securities exchange or if relating to such Party’s Development, regulatory or commercial activities under this Agreement, provided that such Party shall use commercially reasonable efforts to provide the other Party with a copy of such press release or public announcement at least ** in advance of its intended publication or release thereof and shall consider in good faith the comments of the other Party which comments shall be provided as promptly as reasonably practicable following receipt of the press release or public announcement from the Party desiring to make the disclosure.
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Without prejudice to Section 12. 3.1, the aggregate liability of each Seller under this Agreement for any claim other than a Breach, e.g. any liability under Section 8 (Pre Closing Covenants) in any event shall not exceed the amount of the Purchase Price such Seller has actually received under this Agreement. Sellers shall only be several debtors (Teilschuldner) pro rata to the Sold Shares with regard to such claims and such claims shall be time-barred two months following the establishment of the Target’s annual financial statements for the fiscal year 2021, however on October 31, 2022 the latest (except for claims under Section 14 (Tax Indemnity) for which solely Section 14.7 shall apply; provided however, that only the Business Guarantors shall be liable for claims under Section 14 (Tax Indemnity)).
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Related to Without prejudice to Section 12

  • 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 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 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 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 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 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.

  • Limitations and exclusions of liability NONE OF THE TMLS AFFILIATES SHALL BE LIABLE TO SUBSCRIBER OR ANYONE ELSE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE TMLS SERVICE, INCLUDING RELIANCE BY SUBSCRIBER ON ANY INFORMATION OBTAINED THROUGH USE OF THE TMLS SERVICE; MISTAKES, OMISSIONS, DELETIONS OR DELAYS IN TRANSMISSION OF SUCH INFORMATION; INTERRUPTIONS IN TELECOMMUNICATIONS CONNECTIONS TO THE TMLS SERVICE; AND VIRUSES OR FAILURES OF PERFORMANCE; WHETHER CAUSED IN WHOLE OR PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OF, DESTRUCTION OF, OR UNAUTHORIZED ACCESS TO THE TMLS SERVICE AND RELATED INFORMATION, RECORDS AND PROGRAMS.

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

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

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