Without prejudice to the provisions of paragraph Sample Clauses

Without prejudice to the provisions of paragraph. 2.3 above, the Board will use its reasonable endeavours to inform the Sponsor promptly of any circumstances reasonably thought likely to give rise to any such claim or proceeding of which it is directly aware and shall keep the Sponsor reasonably informed of developments in relation to any such claim or proceeding even where the Board decides not to make a claim under this indemnity. Likewise, the Sponsor shall use its reasonable endeavours to inform the Board of any circumstances and shall keep the Board reasonably informed of developments in relation to any such claim or proceeding made or brought against the Sponsor alone.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Without prejudice to the provisions of paragraph. (1) above, where any discharge (whether in respect of the obligations of any Shareholder or any security for those obligations or otherwise) is made in whole or in part or any arrangement is made on the faith of any payment, security or other disposition which is avoided or must be repaid on bankruptcy, insolvency or winding-up or otherwise without limitation, the liability of the Shareholders under this Agreement shall, unless the Security Trustee and the Secured Parties agree otherwise, continue as if the discharge or arrangement, as the case may be, had not occurred.
Sample 1Sample 2
Without prejudice to the provisions of paragraph. 5 of this Article, all claims shall be barred by the mere lapse of a period of nine months. All claims against the forwarder shall be barred by the mere lapse of a period of eighteen months.
Sample 1Sample 2
Without prejudice to the provisions of paragraph. 16.1, the Purchaser irrevocably and unconditionally waives any right it might have to Claim damages for breach of any warranty not contained in this Agreement or in respect of any representation not contained in this Agreement.
Sample 1
Without prejudice to the provisions of paragraph. 8.1, the Affiliate, Partner or White Label undertake to use the aforementioned trademarks for the scope of the aforesaid activity for the sole purposes of describing the service offered, to the extent of the provisions of art. 21, para. 1 of the Italian Code of Industrial Property Rights. The Affiliate, Partner or White Label undertake not to use the aforementioned trademarks in defamatory ways or circumstances; in this regard, MS may provide the Affiliate or Partner with compulsory guidelines on the correct use of the trademarks owned by MS.
Sample 1
Without prejudice to the provisions of paragraph. (1), where any discharge (whether in respect of the obligations of ATI or any security for those obligations or otherwise) is made in whole or in part or any arrangement is made on the faith of any payment, security or other disposition which is avoided or must be repaid on bankruptcy, insolvency or winding-up or otherwise without limitation, the liability of ATI under this Guarantee shall, unless the Agent and the Banks agree otherwise, continue as if the discharge or arrangement, as the case may be, had not occurred.
Sample 1
Without prejudice to the provisions of paragraph. 9.1 above if the Sellers pay to the Buyers an amount in respect of any Relevant Claim under the Warranties, and either Buyer or any group company subsequently recovers (whether by payment, credit, discount, relief or otherwise) from a third party (including any taxation authority) an amount which is referable to the matter giving rise to such Relevant Claim, then: 9.2.1 if the amount paid by the Warrantors in respect of such Claim is more than the Sum Recovered (as defined in paragraph 9.3 below), the Buyers shall (or, where appropriate, shall procure that the relevant group company shall) immediately pay to the Warrantors the Sum Recovered; and 9.2.2 if the amount paid by the Warrantors in respect of such Claim is less than or equal to the Sum Recovered, the Buyers shall immediately pay to the Warrantors an amount equal to the amount paid by the Warrantors so as to leave the Buyers, taking into account the amounts received from the third party and from the Sellers and those payable to the Sellers under this clause, in no better or worse position than it would have been in (subject always to the other provisions of this paragraph 9) had the Relevant Claim not arisen.
Sample 1
AutoNDA by SimpleDocs
Without prejudice to the provisions of paragraph. 10.2 of this Supply Agreement, where a Sightholder or Accredited Buyer undergoes a demerger during the Supply Period, GSS shall determine in its absolute discretion and on a case-by-case basis, among other things, the relevant demerged entities’ eligibility to be a Sightholder or Accredited Buyer and, where relevant, the demonstrated demand to be attributed to such entities.
Sample 1

Related to Without prejudice to the provisions of paragraph

  • 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 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;

  • 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.

  • 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.

  • Callout Provisions An employee who is called back to work outside her regular working hours shall be compensated for a minimum of three (3) hours at the applicable overtime rates. She shall be compensated from the time she leaves her home to report for duty until the time she arrives back upon proceeding directly to and from work.

  • Amendments, etc. with Respect to the Obligations; Waiver of Rights The Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, and without notice to or further assent by the Guarantor, any demand for payment of any of the Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and the Credit Agreement, any other Loan Document and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be) may deem advisable from time to time, and any guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or for this Guarantee or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guarantee. When making any demand hereunder against the Guarantor, the Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on the Borrower or any other guarantor, and any failure by the Administrative Agent or any Lender to make any such demand or to collect any payments from the Borrower or any such other guarantor or any release of the Borrower or such other guarantor shall not relieve the Guarantor of its obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent or any Lender against the Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!