Without prejudice to Clauses 4 Sample Clauses

Without prejudice to Clauses 4. 1.2 to 4.1.5, the parties agree that all requests and enquiries from any Regulatory Authority arising out of or in connection with the transactions contemplated by this Agreement shall, subject to Clause 4.1.8, be dealt with by the Business Sellers (to the extent that such requests and enquiries relate to their respective Businesses) and the Purchaser in consultation with each other and the relevant Business Seller and the Purchaser shall promptly co-operate with and provide all necessary information and assistance reasonably required by such Regulatory Authority upon being requested to do so by the other.
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Without prejudice to Clauses 4. 1, 9.2 and 9.3, neither the Bank nor any information or service provider warrants, represents or guarantees the accuracy, reliability, adequacy, timeliness and completeness of any Content or whether any Content is fit for any purpose. The Bank and all such information or service providers expressly disclaim all liabilities whatsoever arising from or in connection with any reliance on any Content or Information.
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Without prejudice to Clauses 4. 2.1 and 4.2.2, the Seller and the Purchaser agree that, to the extent permitted by law, all requests and enquiries from any governmental entity, after the date of this Agreement, in relation to the satisfaction of the conditions set out in Clause 4.1 shall be dealt with:
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Without prejudice to Clauses 4. 1 and 4.2, the Purchaser hereby undertakes and covenants with the Vendors that the Purchaser will invest up to United States Dollar Five Million (USD5,000,000.00) in the Company by way of equity or debt capital to fund the operations and working capital needs of the Company (including without limitation to fulfill the warranties stated in Clauses 8.1(a) and (b)).
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Without prejudice to Clauses 4. 2.1 and 4.2.2, the Parties agree that all requests and enquiries from any government, governmental, supranational or trade agency, court or other regulatory body which relate to the satisfaction of the Controller Condition 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. Subject to applicable Law, each Party shall provide the other Party with such information as it may reasonably request concerning satisfaction of the Controller Condition, including: (i) giving the opportunity to comment on drafts of documents to be filed, submitted or lodged with the Insurance Authority and taking into reasonable account any such comments; (ii) providing copies of all material correspondence and documents filed, submitted or lodged with the Insurance Authority; and (iii) considering the reasonable request to attend meetings with the Insurance Authority. Notwithstanding the foregoing, no Party shall be entitled to have disclosed to it any information that, in the reasonable opinion of the other Party, is commercially sensitive or that relates to other businesses and assets not being sold pursuant to this Agreement.
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Without prejudice to Clauses 4. 2.1 and 4.2.2, the Sellers and the Purchaser 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 Sellers and the Purchaser in consultation with each other and the Sellers 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.
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Without prejudice to Clauses 4. 2.1 to 4.2.3, if the Purchaser is notified that the condition in Clause 4.1 (i) may not be satisfied, or that satisfaction may be delayed, the Purchaser shall take all reasonable actions as required to ensure that the condition set out in Clause 4.1 (i) are fulfilled as soon as possible and in any event no later than the date set out in Clause 4.3, provided however that such actions would not materially impact the value for the Purchaser of the transaction contemplated by this Agreement.
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Related to Without prejudice to Clauses 4

  • Without prejudice to Clause 16.1 the Employer shall:

  • Without prejudice to Sections 5.1 and 5.2 above, You are responsible for (a) any required notices, consents and/or authorizations related to Your provision of, and our processing of, Your Content (including any Personal Data) as part of the Services, (b) any security vulnerabilities, and the consequences of such vulnerabilities, arising from Your Content, including any viruses, Trojan horses, worms or other harmful programming routines contained in Your Content, and (c) any use by You or Your Users of the Services in a manner that is inconsistent with the terms of this Agreement. To the extent You disclose or transmit Your Content to a third party, we are no longer responsible for the security, integrity or confidentiality of such content outside of Oracle’s control.

  • Without prejudice to any other rights or remedies that we may have, we may terminate this Agreement with immediate effect (and, unless we determine that it is unlawful, inappropriate or impracticable, on giving written notice to you) if:

  • Without prejudice to the other provisions of this contract, the provisions below shall apply when the Specified Equipment contained in a Train Operator Variation Request includes Steam Driven Equipment:

  • Without prejudice all proceedings and disclosures will be conducted and made without prejudice to the rights and positions of the parties in any subsequent arbitration or other legal proceedings;

  • Without Prejudice or Precedent The parties to the Committee agree that any discussion at the Committee will be on a without-prejudice and without-precedent basis, unless agreed otherwise.

  • Limitation of Vendor Indemnification and Similar Clauses This is a requirement of the TIPS Contract and is non-negotiable TIPS, a department of Region 8 Education Service Center, a political subdivision, and local government entity of the State of Texas, is prohibited from indemnifying third-parties (pursuant to the Article 3, Section 52 of the Texas Constitution) except as otherwise specifically provided for by law or as ordered by a court of competent jurisdiction. Article 3, Section 52 of the Texas Constitution states that "no debt shall be created by or on behalf of the State … " and the Texas Attorney General has opined that a contractually imposed obligation of indemnity creates a "debt" in the constitutional sense. Tex. Att'y Gen. Op. No. MW-475 (1982). Thus, contract clauses which require TIPS to indemnify Vendor, pay liquidated damages, pay attorney's fees, waive Vendor's liability, or waive any applicable statute of limitations must be deleted or qualified with ''to the extent permitted by the Constitution and Laws of the State of Texas." Does Vendor agree? Yes, I Agree Alternative Dispute Resolution Limitations This is a requirement of the TIPS Contract and is non-negotiable. TIPS, a department of Region 8 Education Service Center, a political subdivision, and local government entity of the State of Texas, does not agree to binding arbitration as a remedy to dispute and no such provision shall be permitted in this Agreement with TIPS. Vendor agrees that any claim arising out of or related to this Agreement, except those specifically and expressly waived or negotiated within this Agreement, may be subject to non-binding mediation at the request of either party to be conducted by a mutually agreed upon mediator as prerequisite to the filing of any lawsuit arising out of or related to this Agreement. Mediation shall be held in either Camp or Titus County, Texas. Agreements reached in mediation will be subject to the approval by the Region 8 ESC's Board of Directors, authorized signature of the Parties if approved by the Board of Directors, and, once approved by the Board of Directors and properly signed, shall thereafter be enforceable as provided by the laws of the State of Texas. Does Vendor agree? Yes, Vendor agrees Does Vendor agree? Yes, Vendor agrees No Waiver of TIPS Immunity This is a requirement of the TIPS Contract and is non-negotiable. Vendor agrees that nothing in this Agreement shall be construed as a waiver of sovereign or government immunity; nor constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to Region 8 Education Service Center or its TIPS Department. The failure to enforce, or any delay in the enforcement, of any privileges, rights, defenses, remedies, or immunities available to Region 8 Education Service Center or its TIPS Department under this Agreement or under applicable law shall not constitute a waiver of such privileges, rights, defenses, remedies, or immunities or be considered as a basis for estoppel. 5 Does Vendor agree? Yes, Vendor agrees Payment Terms and Funding Out Clause This is a requirement of the TIPS Contract and is non-negotiable. Vendor agrees that TIPS and TIPS Members shall not be liable for interest or late-payment fees on past-due balances at a rate higher than permitted by the laws or regulations of the jurisdiction of the TIPS Member. Funding-Out Clause: Vendor agrees to abide by the applicable laws and regulations, including but not limited to Texas Local Government Code § 271.903, or any other statutory or regulatory limitation of the jurisdiction of any TIPS Member, which requires that contracts approved by TIPS or a TIPS Member are subject to the budgeting and appropriation of currently available funds by the entity or its governing body. 2

  • REMEDIES AND WAIVERS No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under the Finance Documents shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

  • Severability of Clauses If any part of this Agreement is declared or held to be invalid for any reason, such invalidity will not affect the validity of the remainder which will continue in full force and effect and be construed as if this Agreement had been executed without the invalid portion, and it is hereby declared the intention of the parties that this Agreement would have been executed without reference to any portion which may, for any reason, be hereafter declared or held to be invalid.

  • REMEDIES, ETC CUMULATIVE. Each and every right, power and remedy of the Pledgee provided for in this Agreement or in any other Secured Debt Agreement, or now or hereafter existing at law or in equity or by statute shall be cumulative and concurrent and shall be in addition to every other such right, power or remedy. The exercise or beginning of the exercise by the Pledgee or any other Secured Creditor of any one or more of the rights, powers or remedies provided for in this Agreement or any other Secured Debt Agreement or now or hereafter existing at law or in equity or by statute or otherwise shall not preclude the simultaneous or later exercise by the Pledgee or any other Secured Creditor of all such other rights, powers or remedies, and no failure or delay on the part of the Pledgee or any other Secured Creditor to exercise any such right, power or remedy shall operate as a waiver thereof. No notice to or demand on any Pledgor in any case shall entitle it to any other or further notice or demand in similar or other circumstances or constitute a waiver of any of the rights of the Pledgee or any other Secured Creditor to any other or further action in any circumstances without notice or demand. The Secured Creditors agree that this Agreement may be enforced only by the action of the Administrative Agent or the Pledgee, in each case acting upon the instructions of the Required Lenders (or, after the date on which all Credit Document Obligations have been paid in full, the holders of at least the majority of the outstanding Other Obligations) and that no other Secured Creditor shall have any right individually to seek to enforce or to enforce this Agreement or to realize upon the security to be granted hereby, it being understood and agreed that such rights and remedies may be exercised by the Administrative Agent or the Pledgee or the holders of at least a majority of the outstanding Other Obligations, as the case may be, for the benefit of the Secured Creditors upon the terms of this Agreement.

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