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. 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. 6 (Mandatory Prepayments) the Borrower will ensure that the Disposal Proceeds, the Acquisition Proceeds and the Insurance Proceeds (to the extent not directly paid to the Tenants or to be applied towards the restoration of the Properties pursuant to the respective Lease Agreement) are paid directly into the Proceeds Account.
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. 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. 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. 5.5, a Borrower may elect that any prepayment under Clause 8.3 (Disposal and Insurance Proceeds) be applied in prepayment of a Loan on the last day of the Interest Period relating to that Loan. If a Borrower makes that election then a proportion of the Loan equal to the amount of the relevant prepayment will be due and payable on the last day of its Interest Period.
Subject to Clause 8. 3 but otherwise notwithstanding any other provision of this Agreement, neither Party shall have any liability under or in connection with this Agreement, whether in contract (including under any indemnity), in tort (including negligence), under a warranty or representation, under statute or otherwise, for any indirect or consequential losses suffered or incurred by the other Party.
Subject to Clause 8. 4.3, TIW and MobiFon Holdings hereby further covenant and agree that in the event that, by the end of 2004, the sum of the EEIF-MobiFon Dividend and the Dividend Payment is less than the Ex-Dividend Amount, then MobiFon Holdings, or such other entity as MobiFon Holdings may direct (provided, however that such other entity must be (i) Subsidiary of TIW and (ii) duly formed and validly existing under the laws of The Netherlands), shall deliver to EEIF the difference by electronic funds transfer to such bank account as specified by EEIF on or prior to January 15, 2005.
