Without prejudice to Clause 4. 9.2, the Chargor shall promptly notify the Security Agent in the event that:
Without prejudice to Clause 4 the Buyer may at its absolute discretion waive any of the requirements under Clause 2.2.1. No assumption of liabilities
Without prejudice to Clause 4. 3.1 You may at any time on giving written notice to the Council cease to carry out or implement any Works or further Works in respect of the Project where in all the circumstances then prevailing it is agreed between the Parties that the implementation and or continuation of the Project is no longer economically viable.
Without prejudice to Clause 4. 4, UCLB shall procure the transfer to Autolus of a copy of the Test and Regulatory Data resulting from the CRUK Study, once such Test and Regulatory Data has been released by the sponsor and UCLB has authority from any applicable Regulatory Authority to disclose the same to Autolus. Upon the disclosure of such Test and Regulatory Data to Autolus, the GD2 Licence shall automatically be extended to include a licence to the GD2 Clinical Study Results and the GD2 Program IP shall be deemed to include GD2 Clinical Study Results.
Without prejudice to Clause 4. 2.1, the parties agree that all requests and enquiries from any government, governmental, supranational or trade agency, court or other regulatory body shall be dealt with by the Seller and the Purchaser in consultation with each other and the Seller and the Purchaser shall promptly co-operate with and provide all necessary information and assistance reasonably required by such government, agency, court or body upon being requested to do so by the other including, if necessary, after Closing.
Without prejudice to Clause 4. 2.1, the Seller and the Purchaser agree that all material requests and enquiries from any Antitrust Authority and/or any government, governmental, supranational or trade agency, court or other regulatory body which relate to the satisfaction of the conditions set out in Clauses 4.1.1 to 4.1.3 shall be dealt with by the Seller and the Purchaser in consultation with each other and the Seller and the Purchaser shall promptly co-operate with and provide all necessary information and assistance required by such Antitrust Authority, government, agency, court or body upon being requested to do so by the other.
Without prejudice to Clause 4. 11.2, neither the Borrowers, the Guarantor nor any Material Subsidiary of the Guarantor or any other Security Party is in breach of or in default under any agreement to which it is a party or which is binding on it or any of its assets to an extent or in a manner which might have a material adverse effect on the business or financial condition of such entity or the Guarantor Group taken as a whole (as the case may be).
Without prejudice to Clause 4. 2.1, the Seller, the Purchaser and the Guarantor agree that all requests and enquiries from any Governmental Entity which relate to the satisfaction of the Conditions shall be dealt with by the Seller and the Purchaser promptly in consultation with each other and the Seller, the Purchaser and the Guarantor shall co-operate with and provide all necessary information and assistance reasonably required by such Governmental Entity. Except for communications which are immaterial or procedural in nature, the Seller, the Purchaser and the Guarantor shall (a) promptly provide the other parties with draft copies of all submissions and communications to any Governmental Entity in relation to obtaining any approvals, consents, clearances, waivers or authorizations at such time as will allow the other party a reasonable opportunity to provide comments on such submissions and communications before they are submitted or sent, (b) consider the other party’s reasonable comments in relation to the form and content of such submissions and communications, and (c) provide the other party with copies of all such submissions and communications promptly and in the same form finally submitted or sent (save that the Seller, the Purchaser and the Guarantor may provide copies on an outside counsel-to-outside counsel, confidential basis), and (d) where requested by the other party and where permitted by the relevant Governmental Entity, allow persons nominated by the other party to attend any meetings and calls with such Governmental Entity and to make oral submissions at such meetings and calls.
Without prejudice to Clause 4. 9.2, the Chargor shall promptly notify the Chargee in the event that:
Without prejudice to Clause 4. 1.8, the Purchase Price shall be paid on the Closing Date in accordance with this Agreement even if any necessary Property Third Party Consents have not then been obtained and not all the Transferred Real Property is transferred on the Closing Date.
