Without prejudice to the Parties Sample Clauses

Without prejudice to the Parties rights and obligations as they exist or may arise under the Council of Europe Conventions on Transfrontier Television [of 1989] and European Convention on Cinematographic Co-Production [of 1992], lists of commitments in Annexes XVI-B and XVI-E [to this Agreement] do not include commitments on audio-visual services.
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Without prejudice to the Parties intention under Section 15.1 above, if any contract of employment relating to any person(s) has effect, or is alleged or argued to have effect, as if made between the relevant Seller Party and that person(s) as a result of the commencement, provision or variation of the Services (or any part thereof) by any Seller Party or the commencement of any additional services by any Seller Party, the relevant Seller Party may, at its sole discretion, on becoming aware of that effect or alleged or argued effect, (i) require the Customer, within 14 days of the Seller becoming aware of any finding, allegation or argument that any contract of employment of any such person(s) has effect (or is alleged or argued to have effect) as if made between the relevant Seller Party and such person to offer (or procure that any Customer Party offers) to employ such person(s) on the same terms as they enjoyed immediately prior to their employment (or alleged or argued employment) with the relevant Seller Party; and (ii) if an offer is not made within the fourteen (14) day period or if an offer is made but not accepted within that fourteen
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Without prejudice to the Parties rights pursuant to this Agreement or at law, either Party may terminate this Agreement by written notice to the other in any of the following cases: 14.2.1. Immediately upon such written notice, if: (i) the other Party passes a resolution for voluntary winding up or a winding up application is made against it and not set aside within 60 days; or (ii) a receiver or liquidator is appointed for the other Party; or (iii) the other Party enters into winding up or insolvency or bankruptcy proceedings. Each of the Parties undertakes to notify the other within seven days if any of the abovementioned events occur. 14.2.2. Upon breach of this Agreement, where such breach has not been remedied within 30 days from the breaching Party’s receipt of the written notice.
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Without prejudice to the Parties rights and obligations in relation to mitigation of losses at law or in equity, each Provider and Recipient shall use commercially reasonable efforts to mitigate the quantum of Losses and/or any other adverse consequences incurred or suffered by the Recipient and members of the Recipient’s Group as a result of the breach of a Third Party Agreement by a Third Party Supplier (to the extent a Party is aware of such breach).
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Without prejudice to the Parties rights pursuant to this Agreement or at law, either Party may terminate this Agreement by written notice to the other in any of the following cases: 15.2.1 immediately upon such written notice, if: (i) the other Party passes a resolution for voluntary winding up or a winding up application is made against it and not set aside within 60 days; or (ii) a receiver or liquidator is appointed for the other Party; or (iii) the other Party enters into winding up or insolvency or bankruptcy proceedings. Each of the Parties undertakes to notify the other within seven (7) days if any of the abovementioned events occur; or PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED AND ARE SUBJECT TO A CONFIDENTIAL INFORMATION REQUEST FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
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Without prejudice to the Parties rights pursuant to this Agreement or at law, either Party may terminate this Agreement by written notice to the other in any of the following cases: 15.2.1 immediately upon such written notice, if: (i) the other Party passes a resolution for voluntary winding up or a winding up application is made against it and not set aside within 60 days; or (ii) a receiver or liquidator is appointed for the other Party; or (iii) the other Party enters into winding up or insolvency or bankruptcy proceedings. Each of the Parties undertakes to notify the other within seven (7) days if any of the abovementioned events occur; or 15.2.2 upon breach of this Agreement, where such breach has not been remedied within 30 days from the breaching Party’s receipt of written notice from the non-breaching Party requiring such remedy. Notwithstanding the foregoing, in the event that any breach is not susceptible of cure within the stated period and the breaching party uses diligent good faith efforts to cure such breach, the stated period will be extended by a reasonable additional period of time to effect a cure, to be mutually agreed by the Parties.
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Without prejudice to the Parties other rights and remedies under this Agreement and otherwise Law and subject to clause 11.2 Syscomm may suspend the performance of its obligations under this Agreement, on prior written notice (such notice not to apply with respect to 11.1.2 and 11.2) in the event that; 11.1.1 Syscomm is entitled to terminate this Agreement in accordance with clause 15 or the Customer is in breach of this Agreement or; 11.1.2 Syscomm is required to suspend such performance in order to comply with any Law or request of any governmental department, emergence services organisation or other competent administrative authority or; 11.1.3 In the event that the Customer has failed to comply with clause 10.
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Related to Without prejudice to the Parties

  • 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 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 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 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 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.

  • Notices Indemnification 25 Section 9.1 Notices............................................................ 25 Section 9.2 Indemnification.................................................... 27 Section 9.3 Method of Asserting Indemnification Claims......................... 27 iii 5

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

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