Subject to Clause 8. 1.4, after any Security has become enforceable, the Security Trustee shall (provided it is indemnified and/or secured to its satisfaction), if it has actual knowledge of the same, act promptly to exercise its rights under any bank mandate relating to a Loan Note Issuer Account in respect of which it is a beneficiary of a trust declared over such account to prevent monies representing Secured Property being paid from such Loan Note Issuer Account to a bank account which is not a Loan Note Issuer Account and which was overdrawn at the close of business on the preceding Business Day (unless the Security Trustee shall have received evidence satisfactory to it that such overdraft has been satisfied). The Security Trustee shall cease to exercise such rights at such time as the relevant bank account ceases to be overdrawn.
Subject to Clause 8. 1.3, the Borrower shall not (and shall procure that each Group Company shall not) by one or a series of transactions, whether related or not and whether at one time or over a period of time, sell, lease, convey, transfer, assign, license or otherwise dispose of or deal with all or any material part of its property, assets or undertaking, including (but not limited to) by any form of sale and leaseback, invoice discounting or factoring, in an aggregate amount of more than €500,000 for the Group PROVIDED THAT in the case of the Intellectual Property of a Group Company, the relevant Group Company may, in the normal course of business and on an arm's length basis for good and valuable consideration, grant non-exclusive licenses and sublicenses of the Intellectual Property to third parties;
Subject to Clause 8. 5.1, the Party who received the Invoice shall pay to the other Party (who issued the Invoice) the amount of each Invoice within thirty (30) days of receipt of such Invoice (the “Due Date”).
Subject to Clause 8. 2 below, as between Provider and Google, Provider shall be solely responsible for paying: (i) all fees for reproduction of compositions embodied in Provider Content and Advertising Materials and synchronization royalties or payments payable to composers, lyricists, authors and publishers of compositions embodied in Included Programs and Advertising Materials related to the use or other exploitation of Provider Content hereunder in the applicable Territory; and (ii) for all necessary rights in sound recordings embodied within the Provider Content and Advertising Materials (including Google’s use thereof), to the full extent that it is legally possible and commercially feasible for such rights to be obtained by Provider in the applicable Territory.
Subject to Clause 8. 1: (a) the Agreement will constitute the entire agreement between the Parties in relation to the subject matter of the Agreement, and supersedes all previous agreements, arrangements and understandings between the Parties in respect of that subject matter; and
Subject to Clause 8. 1.2 if any of the Events of Forfeiture (as defined in clause 8.2) occurs then it will be lawful for the Landlord or any person authorised by the Landlord to re-enter both the Property and the Main Site or any part of them in the name of the whole and on such re-entry the Term and the term of the Main Site Lease will end but without prejudice to any claim against either party for any prior breach of this Lease or the Main Site Lease.
Subject to Clause 8. 1 the aggregate liability of the Supplier for all claims arising under or in connection with this Agreement (whether arising under contract, statute, tort (including without limitation, negligence), or otherwise) in respect of physical damage to premises of the Customer and/or any other tangible property of the Customer shall be limited to a sum equal to the price charged by the Supplier for the specific work project.
Subject to Clause 8. 3.2, the Borrower may at any time, so long as no Event of Default has occurred or is continuing at that time, if it gives the Lender not less than 10 Business Days’ prior written notice, elect to terminate the Facility (or part thereof as identified in such notice) on a Repayment Date identified in such notice and prepay on the Early Termination Date the whole or such part of the Loans as well as any Break Costs (minus any Break Gains) (as calculated on the Early Termination Date) and any other amounts outstanding under the Finance Documents. Except as expressly set out in this Clause 8.3.1, no premium or penalty shall be payable in respect of any termination pursuant to this Clause 8.3.1.
Subject to Clause 8. 1.11, in the event that a member of the Group seeks to exercise its rights under a Purchase Option but is for any reason unable to acquire the ship pursuant to such Purchase Option, the Borrower shall pay to the Agent on the earlier of the date when such Purchase Option would otherwise have been exercised or on the final date when such Purchase Option was stated as being capable of exercise an amount equal to 0.84 per cent. of the total Loans under Facility A, Facility B1, Facility B2 and Facility B3 outstanding at such time. Any such prepayment shall be applied in reducing the Repayment Instalments in respect of Facility B1 in inverse chronological order until Facility B1 has been prepaid in full and, thereafter, shall be applied in reducing the Repayment Instalments in respect of Facility B2 and Facility B3 in inverse chronological order (and pro rata as between Facility B2 and Facility B3) until such two Facilities have been repaid in full and, thereafter, shall be applied in reducing the Repayment Instalments in respect of Facility A, Facility C1, Facility C2, Facility C3, Facility C4, Facility C5, Facility C6, Facility D1, Facility D2, Facility D3 and Facility D4 in inverse chronological order (and pro rata as between such Facilities).
Subject to Clause 8. 1.11, in the event that a Chartered Ship is withdrawn from charter or any Charter is terminated prior to the expiration of its term (except in the case of a termination of a Xxxxxx of a Purchase Option Ship as a result of the acquisition of such Purchase Option Ship by a member of the Group pursuant to the relevant Purchase Option), the Borrower shall pay to the Agent within ten days of such withdrawal or termination an amount equal to:
