Without prejudice to the generality of Clause. 10.1, where either Party (the “Disclosing Party”) discloses Personal Data (as defined in the DPA) to the other (the “Recipient”) in connection with the operation of this Agreement, the Disclosing Party will ensure that it obtains all necessary consents so that the Personal Data it provides to the Recipient can be lawfully used or disclosed by the Recipient in the manner and for the purposes anticipated by this Agreement.
Without prejudice to the generality of Clause. 5.1.1 and subject to Clause 5.2, each Seller undertakes to procure that, with respect to its Contributed Business, between the date of this Agreement and Closing, no member of that Seller’s Group shall, except as may be required to comply with this Agreement, without the prior written consent of the other Seller (such consent not to be unreasonably withheld or delayed) take any of the actions listed in Part 1 of Schedule 15.
Without prejudice to the generality of Clause. 28, the Grantor may recover all unspent balance of the Grant under this Agreement by offsetting such unspent balance of the Grant with other funding or grants to be disbursed to the same Grantee under any other funding/grant agreements.
Without prejudice to the generality of Clause. 20.1, the Service Provider shall and shall procure that its sub-contractors (if any) shall:
Without prejudice to the generality of Clause. 6.2 but subject to the provisions of Clauses 9 and 12 in relation to Tax, and in respect of movable assets other than those dealt with in Clause 6.2, including but not limited to sundry debts, actionable claims, xxxxxxx monies, receivables, bills, credits, loans, advances and deposits with any Appropriate Authorities or any other bodies and/ or customers or any other person, if any, forming part of the Demerged Undertaking, whether recoverable in cash or in kind or for value to be received, bank balances, etc., the same shall stand transferred to and vested in the Transferee without any notice or other intimation to any person in pursuance of the provisions of Sections 230-232 read with other relevant provisions of the Act to the end and intent that the right of the Transferor to recover or realize the same stands transferred to the Transferee, and that appropriate entries shall be passed in their respective books to record the aforesaid change, without any notice or other intimation to such debtors, depositors or persons as the case may be. The Transferee may, at its sole discretion but without being obliged, give notice in such form as it may deem fit and proper, to such person, as the case may be, that the said debt, receivable, bill, credit, loan, advance or deposit stands transferred to and vested in the Transferee and be paid or made good or held on account of the Transferee as the person entitled thereto.
Without prejudice to the generality of Clause. 10.1, the Master Issuer will pay all and any fees, charges, costs and duties and any stamp and other similar taxes or duties that it is required to pay under the Legal Agreements to which it is a party, including interest and penalties, arising from or in connection with the creation of the security for the Notes and the obligations of the Master Issuer under the Supplemental Issuer Trust Deed and for the other amounts to be secured as contemplated by the Issuer Deed of Charge (as amended by the Issuer Deed of Accession), and the perfection of such security at any time;
Without prejudice to the generality of Clause. 30 (Delay Events and Compensation Events ), Project Co shall give notice in writing to the Authority's Representative as soon as it (or the Contractor) can reasonably foresee a Delay Event and/ or a Compensation Event (as applicable) occurring or, if the same is not reasonably foreseeable, as soon as it (or the Contractor) shall become aware of a Delay Event and/or a Compensation Event (as applicable). Project Co shall within ten (10) 71 Include where Clauses 10.3 and 10.4 are used. 72 Include where Clauses 10.5 to 10.14 are used. 73 Include where Clause 11.4 is used. Business Days after such notification, give further written details to the Authority's Representative which shall include:
Without prejudice to the generality of Clause. 33.2, the provisions of the following Clauses shall survive the expiry or termination of this Agreement: [***]. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED.
Without prejudice to the generality of Clause. 5.1.1, except (i) in so far as contemplated in this agreement, (ii) as may be reasonably necessary in connection with the Disentanglement or the Transaction, as set out in the Disclosed Information to the extent disclosed as set out in Clause 9.1.3, (iii) as may be necessary to comply with applicable Law, or (iv) as agreed or consented to by the Purchasers (such consent not to be unreasonably withheld or delayed), the Seller shall procure that between Signing and Completion the relevant member of the Seller’s Group will not take any action or decision in respect of the Business or any Target Group Company to:
Without prejudice to the generality of Clause. 10.1, the Mortgages Trustee will pay all and any fees, charges, costs and duties and any stamp and other similar taxes or duties that it is required to pay under the Legal Agreements to which it is a party, including interest and penalties, arising from or in connection with the purchase of the Related Security (and related property and rights) excluding H.M. Land Registry fees and/or Registers of Scotland fees (as applicable) (it being agreed that registration or recording at H.M. Land Registry and/or the Registers of Scotland (as applicable) of the transfer of the Related Security to the Mortgages Trustee will not be applied for except in the circumstances specified in the Administration Agreement); but on the basis that the Mortgages Trustee will be reimbursed such fees, charges, costs and duties and any stamp and other similar taxes or duties (including interest and penalties) by the Beneficiaries pursuant to the terms of the Mortgages Trust Deed.
