Without prejudice to clause 12. 5, each of the parties hereby agrees that, as between themselves, all transfers provided for in this clause 12 shall be made only for consideration payable in cash (U.S. dollars and/or UK pounds sterling).
Without prejudice to clause 12. 1.2 the Customer hereby grants to Capita a non- exclusive licence to use, reproduce, modify, adapt and enhance (and to authorise a third party to use, reproduce, modify, adapt and enhance) any Customer Data which is provided by the Customer to Capita during the term of this Agreement, but only to the extent that such use, reproduction, modification, adaptation and enhancement is necessary for the performance of the Services and not otherwise. Such licence shall terminate automatically without notice from the Customer upon the termination of this Agreement.
Without prejudice to clause 12. 7.6, with respect to each Letter of Credit and each Bank Guarantee delivered to the Seller Group as Acceptable Credit Support, if the Buyer becomes aware that:
Without prejudice to clause 12. 1.1, subject to the listing of the Equity Shares of the Acquirer pursuant to the IPO, each Seller hereby, irrevocably and unconditionally, on and from the Closing Date, release, waive and discharge, and undertake and confirm that all the Affiliates of the Sellers have irrevocably and unconditionally released, waived and discharged, for all purposes, any and all of their respective rights (whether contractual or otherwise), Claims, Losses and causes of action that any Seller (or any of their Affiliates (collectively, the “Seller Releasing Parties”)) may have against the Target Companies and Target Group Subsidiary.
Without prejudice to clause 12. 2 (Tax gross-up), if the Lender is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by the Lender whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against the Lender, the Borrower shall, within three Business Days of demand of the Lender, promptly indemnify the Lender against such payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith, provided that this Clause 12.3 shall not apply to:
Without prejudice to clause 12. 5, the liability of each of the Vendors in respect of any claim under the Warranties shall be limited to the proportion of the aggregate amount of such claim which is equal to his Applicable Proportion.
Without prejudice to clause 12. 1 above the Landlord may assign the benefit of the provisions of the Lease and the covenants undertakings and agreements of the Assigning Tenant hereunder to any third party and the Assigning Tenant shall join in such documents as may be necessary to effect such Assignment
Without prejudice to clause 12. 5 You acknowledge the Licensed Materials have not been prepared to meet Your individual requirements and that it is Your responsibility to ensure that the facilities and functions of the Licensed Materials meet Your requirements.
Without prejudice to clause 12. 1 and the provisions of the Tax Matters, the Parties will use their reasonable best efforts to minimise Losses and Expenses from Third Party Claims and will act in good faith in responding to, defending against, settling or otherwise dealing with such claims.
