Without prejudice to the generality of the foregoing neither Party shall in any circumstances be liable to the other Party for any loss of profit, loss of revenue, loss of use, loss of contract or loss of goodwill or any indirect or consequential loss or any other loss or damage whatsoever save as provided in Clauses 10.3 and 10.
Without prejudice to the generality of the foregoing the Licensee shall procure the insurances set out under Annexure B.
Without prejudice to the generality of the foregoing. The Executive shall during his employment under this Agreement:
3.2.1 act as a director of the Company and as a director of the Company and carry out duties on behalf of any other Group Company including, if so required by the Board, acting as an officer or consultant of any such Group Company;
3.2.2 comply with the articles of association (as amended from time to time) of any Group Company of which he is a director;
3.2.3 abide by any statutory, fiduciary or common-law duties to any Group Company of which he is a director;
3.2.4 not do anything that would cause him to be disqualified from acting as a director;
3.2.5 as and when relevant, do such things as are necessary to ensure compliance by himself and any relevant Group Company with the QCA Corporate Governance Code (as amended from time to time);
3.2.6 as and when relevant, comply with all requirements, recommendations or regulations, as amended from time to time, of the London Stock Exchange plc, the UK Listing Authority (including the Model Code for transactions in securities by directors and certain senior executives of listed companies), the FCA and all regulatory authorities relevant to any Group Company and any code of practice issued by the Company (as amended from time to time) relating to dealing in the securities of any Group Company;
3.2.7 as and when relevant comply with the requirements under both legislation and regulation as to the disclosure of inside information;
3.2.8 comply with the Company's anti-corruption and bribery policy and related procedures;
3.2.9 unless prevented by sickness, devote the whole of his time, attention and abilities to the business of the Company and any Group Company of which he is an officer;
3.2.10 faithfully and diligently exercise such powers and perform such duties as may from time to time be assigned to him by the Board together with such person or persons as the Board may appoint to act jointly with him;
3.2.11 comply with all reasonable and lawful directions given to him by the Board;
3.2.12 promptly make such reports to the Board in connection with the affairs of any Group Company on such matters and at such times as are reasonably required;
3.2.13 report his own wrongdoing and any wrongdoing or proposed wrongdoing of any other Executive or director of any Group Company to the Board immediately on becoming aware of it;
3.2.14 use his best endeavours to promote, protect, develop and extend the business of the Group;
3.2.15 consent to the Company monit...
Without prejudice to the generality of the foregoing in the event that any goods and services tax or any other taxes levies or charges whatsoever now or hereafter required by law to be paid on or in respect of any sums payable to the Lender or any other matters under or relating to this Agreement, the same shall (except to the extent prohibited by law) be borne and paid by the Borrower and the Borrower shall pay to the Lender on demand a sum equivalent to the amount of such goods and services tax or other taxes, levies or charges (or such part thereof which the law does not prohibit the Lender from collecting from the Borrower) less any such part thereof as has been paid by the Borrower under the preceding subclause, in addition to all other sums payable to the Lender under this Agreement.
Without prejudice to the generality of the foregoing in the event that any goods and services tax or value added tax or any other taxes levies or charges whatsoever now or hereafter required by law to be paid on or in respect of any sums payable to the Lender under or relating to any of the Facility Documents or the banking facilities granted to the Borrower, the same shall (except to the extent prohibited by law) be borne by the Borrower and the Borrower shall pay to the Lender on demand a sum equivalent to the amount of such goods and services tax or value added tax or other taxes, levies or charges (or such part thereof which the law does not prohibit the Lender from collecting from the Borrower) less any such part thereof as has been paid by the Borrower under Clause 15.2, in addition to all other sums payable to the Lender under the Facility Documents and the Borrower shall indemnify the Lender against all payment of such amounts.
Without prejudice to the generality of the foregoing the Authorities shall ensure that all health and safety policies relevant to the Facility are agreed prior to the Operational Date and are implemented with effect from the Operational Date and thereafter continuously applied in the operation of the Facility.
Without prejudice to the generality of the foregoing the Contractor shall and shall procure that its Staff (including sub-contractors) shall, at no further cost to the Authority: Provide to the Authority on request details of the website and any relevant data and/or information in order to enable the Authority to provide a precise description of the current service. This shall include without limitation architectural details, data exchange formats and the formats of reports received. Provide to the Authority on request a fully updated data schema (or schemas if different data stores are involved) of the database used by the WTL website, including but not limited to full descriptions of all tables, fields and relationships and how these relate to the functional requirements of the website and data. Securely provide to the Authority on request a full and current copy of all data that relates to the above schema(e) in a format to be agreed and by a transfer method to be agreed, either via the Authority or directly to the suppliers. A full report indicating the volumes of the different record types will be provided to ensure no loss of data in transfer Provide to the Authority on request an update to the full data export mentioned above, including but not limited to all data added or changed since the date of that export Co-operate with the Authority in advance of any procurement process in relation to the services to provide a demonstration of the WTL website to potential bidders. Co-operate with any replacement service provider in transition activity, including without limitation, mapping data, identifying duplicates and advising on the operational relevance of data. All communications to any replacement supplier shall be passed via the Authority who will arbitrate any disagreements over quality and/or timeliness of the request and response. Receipt of any request by any replacement service provider for assistance, information or any other support relating to transition activity forwarded by the Authority to the Contractor shall be acknowledged by the Contractor within one (1) Working Day of receipt of such request and a response provided to the Authority as soon as practicable and in any event within five (5) Working Days of receipt of such request. In the event that adherence to the foregoing timescales is not possible, the Contractor may request and the Authority may agree at its absolute discretion to a longer response time.
Without prejudice to the generality of the foregoing the Directors may exercise all the powers of the Company to establish and maintain or procure the establishment and maintenance of any non-contributory or contributory pension or superannuation funds for the benefit of, and give or procure the giving of donations, gratuities, pensions, allowances or emoluments to, any individuals who are or were at any time in the employment or service of or who are or were at any time directors or officers of the Company, any Subsidiary or Affiliate of the Company or any Person which is in any way allied to or associated with the Company or any Subsidiary or Affiliate of the Company and the families and dependants of any such individuals, and also establish and subsidise or subscribe to any institutions, associations, clubs or funds calculated to be for the benefit of or to advance the interests and well-being of the Company, any such Subsidiary or Affiliate or any such other Person, or of any such individuals as aforesaid, and, subject to the Act, make payments for or towards the insurance of any such individuals as aforesaid, and do any of the matters aforesaid either alone or in conjunction with any such other Person.
Without prejudice to the generality of the foregoing the Landlord shall not be liable to the Tenant nor shall the Tenant have any claim against the Landlord in respect of any interruption to the Services referred to in clause 6.1.3 of this Lease provided the Landlord has used all reasonable endeavours to perform the same by reason of necessary repair renewal or maintenance of any installations or apparatus Comprised therein or by reason of any other cause whatsoever outside the reasonable control of the Landlord or other defect or breakdown frost or other inclement conditions or unavoidable shortage of fuel materials water or labour or any act omission or negligence of any servant of the Landlord in or about the performance or purported performance of any duty relating to the provisions of the Management Services or any of them
Without prejudice to the generality of the foregoing the Purchaser acknowledges and agrees that, save as expressly set out in this Agreement, no representation, warranty or other assurance has been given by any of the Sellers in respect of any projection, forecast or other forward looking information.
