Irrespective of the Sample Clauses

Irrespective of the time, order or method of payment and irrespective of anything else contained in this or any other document or agreement other than in this Section 11.16, so ------------- long as any VFC Certificate remains outstanding, the Company agrees that any and all Junior Claims are and shall be expressly subordinate and junior to the Senior Claims in right and time of payment. Each Junior Claimant by acceptance thereof waives any and all notice of the creation or accrual of any such Senior Claim and notice of proof of reliance upon these subordination provisions by any holder of any Senior Claim. Any such Senior Claim shall conclusively be deemed to have been created, contracted or incurred in reliance upon these subordination provisions and all dealings between the Company and any holders of any such Senior Claims (including the Company as an ECI Holder) so arising shall be deemed to have been consummated in reliance upon these subordination provisions. The provisions of this Section 11.16 are and are intended to be ------------- solely for the purpose of defining the relative rights of the Junior Claimants, on the one hand, and the holders of any Senior Claims, on the other hand.
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Irrespective of the. Article 10.1 of this Agreement, the Brokerage Company, at any time, with cause (including, envisaged under the Legislation), shall be entitled not to render the Services to the Client (including, access to the Trading Platform) and/or suspend and/or terminate this Agreement and/or the Additional Agreement.
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Irrespective of the terms of the arrangement referred to in paragraph 1, the data subject may exercise his or her rights under this Regulation in respect of and against each of the controllers. Determination of respective responsibilities for compliance with the obligations under the Regulations: RCSLT • Ensures the required data processing agreement is in place • Provides oversight of the data processor and their activities • Handles the communication of any requests to the data processor from the other joint controllers (for example erasure of data) • Reporting any known issues, including data breaches • Initiating a routine review of this data sharing agreement on a biennial basis • Ensures all its staff with access to the ROOT are aware of responsibilities in line with data protection legislation • Responds to any subject access requests from users of the ROOT Organisation name • Reporting any known issues (including data breaches and loss in transit / transfer) • Ensuring only staff with legitimate reason for accessing the ROOT are granted access to the ROOT (and with appropriate level of access) and that accounts are de-activated when no longer needed • Ensuring all patient data is pseudonymised/de-personalised prior to sharing • Initiating amendment to this data sharing agreement in the event that there is a change in the personal data items being shared (section 5) • Ensures all staff with access to the ROOT are aware of responsibilities in line with data protection legislation • Determines the appropriate retention period and ensures that the data is managed in accordance with this • Responds to any subject access requests from patients • Responds to requests for erasure and actioning the removal of any data prior to the usual retention period in the event that this is required • Routinely reviews the information provided to ensure it is up to date • Informs patients about how pseudonymised/de-personalised data about them is used (for example, in their privacy notice)
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Irrespective of the concrete progress of the action plan, Member States shall ensure that without prejudice to derogation under Article 14(7b), the cross-border trade capacities are increased every year up to the benchmark level calculated in accordance with Article 14(7), which is to be achieved by the end of 2025. The yearly increase shall be achieved by means of a linear trajectory. The starting of this trajectory shall be either the capacity allocated at this border in the year before adoption of the roadmap or the average of the three last years before the adoption of the roadmap, whatever is higher. For the period when a Member State is implementing an action plan, the Member State shall ensure that the capacity made available for cross-zonal trade to be compliant with Article 14(7) is at least equal to the values of the trajectory, including by use of remedial actions in the capacity calculation region.
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Irrespective of the. Club’s other rights under paragraph 10, the Club will have the following rights in relation to any Member and/ or Ticket Holder who attempts to make a transfer in breach of this paragraph 8:
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Irrespective of the basis for the termination of the Employee's Employment with the Company, all benefits (including fringe benefits), if any, due the Employee hereunder shall cease as of the Termination Date, other than (i) COBRA rights which shall continue to the extent provided thereunder, (ii) Base Salary as provided in Section 9(b), (iii) insurance as provided in Section 9(b) and (iv) rights under any stock options the Employee may have been granted.
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Irrespective of the pledge of the Pledged Corporate Shares and subject to the terms of this Agreement, the Pledgors shall not be restricted in any way whatsoever in exercising the rights enjoyed by them as shareholders of the Company and attaching to the Pledged Corporate Shares.
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Irrespective of the applicability of Section 16.1 hereof, in the event a Borrower fails to return Borrowed Securities upon termination of a Loan, and such failure constitutes a Sale-Related Default, Agent shall, in accordance with Agent’s Investment Manager Guidelines then in effect, in lieu of the indemnification provided in Section 16.2 hereof, (a) waive any overdraft charges arising from any investment made for Xxxxxx’s account in anticipation of timely receipt of the proceeds, (b) credit Xxxxxx’s account with interest at the Lender’s applicable short-term investment rate on the sale proceeds not reinvested up to the date such proceeds are credited to the Account, (c) credit Lender with the amounts of any distributions made with respect to such Borrowed Securities that have not otherwise been received by the Lender and (d) indemnify Lender from and against any Buy-in Costs or other direct expenses for which Lender would otherwise be liable as a result of the failure of the sale to settle in a timely fashion.
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Irrespective of the provisions regarding approval by the Board of Managers set forth in the Operating Agreement, the Managers appointed to the Company's Board of Managers by OCM (the "OCM Managers") hereby agree to obtain the prior consent of the Manager appointed to the Company's Board of Managers by EXCO (the "EXCO Manager"), prior to the Company's making of any investment set forth in Section 2.4(a) of the Operating Agreement, including any investment by the Company in any asset, bond, note, bank debt, royalty interest or equity securities.
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Related to Irrespective of the

  • No Change in Facts or Circumstances All information in the application for the loan submitted to Lender (the "Loan Application") and in all financial statements, rent rolls, reports, certificates and other documents submitted in connection with the Loan Application are complete and accurate in all material respects. There has been no material adverse change in any fact or circumstance that would make any such information incomplete or inaccurate.

  • No Undisclosed Events, Liabilities, Developments or Circumstances No event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) could have a material adverse effect on any Buyer’s investment hereunder or (iii) could have a Material Adverse Effect.

  • Special Risks or Circumstances City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

  • No Liability of the Issuing Banks The Borrower assumes all risks of the acts or omissions of any beneficiary or transferee of any Letter of Credit with respect to its use of such Letter of Credit. Neither any Issuing Bank nor any of its officers or directors shall be liable or responsible for: (a) the use that may be made of any Letter of Credit or any acts or omissions of any beneficiary or transferee in connection therewith; (b) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged; (c) payment by such Issuing Bank against presentation of documents that do not comply with the terms of a Letter of Credit, including failure of any documents to bear any reference or adequate reference to the Letter of Credit; or (d) any other circumstances whatsoever in making or failing to make payment under any Letter of Credit, except that the Borrower shall have a claim against such Issuing Bank, and such Issuing Bank shall be liable to the Borrower, to the extent of any direct, but not consequential, damages suffered by the Borrower that the Borrower proves were caused by (i) such Issuing Bank’s willful misconduct or gross negligence as determined in a final, non-appealable judgment by a court of competent jurisdiction in determining whether documents presented under any Letter of Credit comply with the terms of the Letter of Credit or (ii) such Issuing Bank’s willful failure to make lawful payment under a Letter of Credit after the presentation to it of a draft and certificates strictly complying with the terms and conditions of the Letter of Credit. In furtherance and not in limitation of the foregoing, such Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary.

  • No Undisclosed Events or Circumstances No event or circumstance has occurred or exists with respect to the Company or its subsidiaries or their respective businesses, properties, prospects, operations or financial condition, which, under applicable law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so publicly announced or disclosed.

  • No Material Misstatement or Omission The Underwriters shall not have discovered and disclosed to the Company on or prior to the Closing Date and any Option Closing Date that the Registration Statement or any amendment or supplement thereto contains an untrue statement of a fact which, in the opinion of Representative Counsel, is material or omits to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading, or that the Registration Statement, the Pricing Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus or any amendment or supplement thereto contains an untrue statement of fact which, in the opinion of Representative Counsel, is material or omits to state any fact which, in the opinion of Representative Counsel, is material and is necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading.

  • Liability of the Evaluator The Trustee, the Depositor and the Unit holders may rely on any Evaluation furnished by First Trust Advisors L.P., acting in its capacity as Evaluator, and shall have no responsibility for the accuracy thereof. The determinations made by the Evaluator hereunder shall be made in good faith upon the basis of the best information available to it. The Evaluator shall be under no liability to the Trustee, the Depositor or the Unit holders for errors in judgment; provided, however, that this provision shall not protect the Evaluator against any liability to which it would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties hereunder.

  • NO STRIKES AND NO LOCKOUTS 5:01 The Employer undertakes that there will be no lockout as defined in the Labour Relations Act during the term of this Agreement. The Union undertakes that there will be no strike as defined in the Labour Relations Act during the term of this Agreement.

  • NO STRIKES - NO LOCKOUTS 13.01 In view of the orderly procedures established by this Agreement for the settling of disputes and the handling of grievances, the Union agrees that, during the life of this agreement, there will be no strike, picketing, slowdown or stoppage of work, either complete or partial, and the Corporation agrees that there will be no lockout.

  • No Lockouts No lockouts, or refusal to allow employees to perform available work, shall be instituted by the Employer and/or its Appointing Authorities during the life of this Agreement.

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