Without prejudice to the Sample Clauses
The phrase "Without prejudice to the" is used in legal documents to indicate that the rights, claims, or positions referenced in the clause are not affected or limited by the subsequent provisions. In practice, this means that whatever follows does not override or diminish the existing rights or obligations established elsewhere in the agreement. For example, a contract might state that a party may take certain actions "without prejudice to the" rights they have under another section, ensuring those rights remain intact. The core function of this clause is to preserve specific legal positions or entitlements, preventing unintended waiver or loss of rights when new terms are introduced.
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Without prejudice to the generality of Clause 10.1, GO Power shall, in relation to any Personal Data processed in connection with the performance by GO Power of its obligations under this Agreement:
(a) process that Personal Data only on the written instructions of the Customer unless GO Power is required by any applicable data processing laws to process Personal Data;
(b) process that Personal Data only to the extent necessary for the legitimate interest of GO Power and its specified third parties, and as required for the performance of this Agreement and the rights of GO Power under it;
(c) ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
(d) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;
(e) not transfer any Personal Data outside of the United Kingdom unless the consent of the Customer has been obtained and the following conditions are fulfilled:
(i) the Customer or GO Power has provided appropriate safeguards in relation to the transfer;
(ii) the data subject has enforceable rights and effective legal remedies;
(iii) GO Power complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
(iv) GO Power complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
(f) assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notification...
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:
(a) where it appears there may be a serious risk of fire if a Train Slot is operated using Steam Driven Equipment, Network Rail shall take all precautions that are reasonably practicable in assessing the weather forecasts received from the Meteorological Office or other like body and other reports referred to in paragraph (c) below and notify the Train Operator in accordance with paragraph (b);
(b) if Network Rail considers that there may be a serious risk of fire if a Train Slot is operated using Steam Driven Equipment, it shall reasonably endeavour to give the Train Operator not less than 7 days' notice to that effect, provided that Network Rail shall have no liability to the Train Operator as a result of its failure to do so;
Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 5.6 shall survive the termination of the Revolving Credit Commitments and the payment in full of the Notes.
Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 2.14 shall survive the payment in full of principal and interest hereunder and under the Notes.
Without prejudice to the. “Bank’s” sole and absolute right to submit to any other law and/or court, this Agreement shall be governed by the laws, customs, usage and/or the tradition prevailing in the country where the “Card” has been issued and the Courts of the country where the “Card” has been issued shall have full jurisdiction to resolve any dispute arising from this Agreement or any part thereof.
Without prejudice to the survival of any other Agreement of the City hereunder, all of the City’s obligations under this Article III shall survive termination of the Commitment and repayment of all other Obligations hereunder.
Without prejudice to the generality of Clause 6.1, the Seller undertakes to the Mortgages Trustee and binds and obliges itself that, upon the occurrence of any one of the events specified in Clause 6.1(a) to (f) of the Mortgage Sale Agreement, it will within five London Business Days of such occurrence provide such information as is necessary to enable the Mortgages Trustee to complete Scottish Transfers (including all schedules and annexures thereto) in relation to the whole of the Scottish Mortgages comprised within the Scottish Trust Property.
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:
(a) where it appears there may be a serious risk of fire if a Train Slot is operated using Steam Driven Equipment, Network Rail shall take all precautions that are reasonably practicable in assessing the weather forecasts received from the Meteorological Office or other like body and other reports referred to in paragraph (c) below and notify the Train Operator in accordance with paragraph (b);
(b) if Network Rail considers that there may be a serious risk of fire if a Train Slot is operated using Steam Driven Equipment, it shall reasonably endeavour to give the Train Operator not less than 7 days' notice to that effect, provided that Network Rail shall have no liability to the Train Operator as a result of its failure to do so;
(c) subject to paragraph (a) above and notwithstanding paragraph (b), on or at any time before noon on the third Working Day prior to the day on which a Service or the first of a series of Services is planned to be operated using Steam Driven Equipment (each an "Affected Train Service"), Network Rail may give notice ("Withdrawal Notice") to the Train Operator that, in view of one or more weather forecasts received by Network Rail from the Meteorological Office or other like body or one or more reports concerning fire risks received by Network Rail from any occupier of land adjacent to the routes over which the Affected Train Service is planned to operate:
(i) Network Rail reasonably considers that there is a significant risk of fire if the Affected Train Service is operated using Steam Driven Equipment;
(ii) accordingly, the permission granted to the Train Operator pursuant to this contract to operate the Affected Train Service using Steam Driven Equipment is withdrawn; and
(iii) requesting the Train Operator to notify Network Rail on or before 15:00 hours on the second Working Day prior to the day on which the Affected Train Service is planned to operate whether it wishes to operate the Affected Train Service using Diesel or Electric Equipment, failing which each Affected Train Service shall be deemed to be cancelled but without either party having any liability to the other under this contract or otherwise in respect of such cancellation and the Working Timetable shall, where necessary, be amended accordingly;
Without prejudice to the generality of Clause 3.1, the Executive Director shall during the term of this Agreement:-
(a) devote a sufficient amount of time and attention to the interests and affairs of the Company in the discharge of duties of his office as an Executive Director and executive officer of the Company and, where relevant, as a Executive Director of such other members of the Group as are necessary for the proper and efficient administration, supervision, and management of the Group, in particular, the strategic planning, corporate management and business development of the Group;
(b) faithfully and diligently perform such duties and exercise such powers as are consistent with his office in relation to the Company and/or the Group;
(c) in the discharge of such duties and in the exercise of such powers observe and comply with all reasonable and lawful resolutions, instructions, regulations and directions from time to time passed, made or given by the Board according to the best of his skills and ability;
(d) perform such services for the Group and (without further remuneration unless otherwise agreed) accept such offices in the Group as the Board may from time to time reasonably require provided the same are consistent with his office;
(e) at all times keep the Board promptly and fully informed (in writing if so requested) in connection with the performance of such powers and duties and provide such explanations as the Board may require in connection with his office in relation to the Company and/or the Group;
(f) act in accordance with his powers and obligations as an Executive Director and executive officer of the Company and use his best endeavours to comply with and to cause the Company to comply with (i) this Agreement; (ii) every rule or law applicable to any member of the Group, whether in the United States, the People’s Republic of China, Singapore, Malaysia or elsewhere; (iii) the the Nasdaq Stock Market Rules; (iv) the by-laws of the Company; (v) shareholders’ and board resolutions of the Company; (vi) the Securities Act of 1933; and (vii) all other relevant securities regulations, rules, instructions and guidelines as issued by the relevant regulatory authorities from time to time, in relation to dealings in shares or other securities of the Company or any other member of the Group, and in relation to insider information or unpublished inside information affecting the shares, debentures or other securities of any member of the Group.
Without prejudice to the generality of clause 1.1, Quotient shall, in relation to any Personal Data processed in connection with the performance by Quotient of its obligations under this agreement:
(a) process that Personal Data only on the written instructions of the Sponsor unless Quotient is required by the laws of any member of the European Union or by the laws of the European Union applicable to Quotient to process Personal Data (Applicable Laws). Where Quotient is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, Quotient shall promptly notify the Sponsor of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Quotient from so notifying the Sponsor;
(b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Sponsor, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
(c) ensure that all personnel who have access to and/or process Personal Data must keep the Personal Data confidential; and
(d) not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Sponsor has been obtained and these conditions are fulfilled:
(i) the Sponsor or Quotient has provided appropriate safeguards in relation to the transfer;
(ii) the data subject has enforceable rights and effective legal remedies;
(iii) Quotient complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data transferred; and
(iv) Quotient complies with reasonable instructions notified to it in advance by the Sponsor regarding the processing of the Personal Data;
(e) assist the Sponsor, at the Sponsor’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligat...