Notwithstanding Clause 12. 5.1, those employees who have overtime hours owing to them at the end of any school year, must receive payment for such overtime on the last regular pay of that school year.
Notwithstanding Clause 12. 1.1, it is hereby agreed that nothing in this Agreement shall prevent any member of the Seller’s Group located outside of Brazil from carrying on or being engaged or interested in any of the following activities in Brazil or elsewhere (none of which, for the avoidance of doubt, shall be a breach of Clause 12.1.1):
Notwithstanding Clause 12. 1 and other relevant clauses of the Agreement, in the event the CoC Party is not technically able to delete the Confidential Information due to system restraints for whatever reason, the CoC Party shall (i) delete as much of the Confidential Information as it is able, (ii) notify the Non-CoC party as soon as practicable that it is unable to delete all Confidential Information (including identification of what cannot be deleted), and (iii) shall continue to be bound by its obligations of confidentiality with regard to the Confidential Information it is not able to delete (including ensuring that its new controlling party is bound by such obligations of confidentiality and does not share such Confidential Information with its affiliates or otherwise in violation of such obligations of confidentiality).
Notwithstanding Clause 12. 3.1, the Seller agrees that the Purchaser may (at any time between the date of this Agreement and Closing) in its sole discretion, approach any Retained Employee with a proposal to stay employed within the Target Group following Closing.
Notwithstanding Clause 12. 3.1, IF the Licensee elects to use a Alternative Formulation to conduct the Incostop Project in the Territory, THEN the Maximum Incostop Amount shall be reduced to $600,000. Notwithstanding the foregoing, IF the FDA agrees that positive data and results from a single United States Phase III Study conducted by Licensee using the Alternative Formulation will be required for the approval of an NDA relating to a Licensed Product incorporating Incostop API, THEN the Maximum Incostop Amount shall be increased back to $1,200,000. IF (i) the Licensee elects to use a Alternative Formulation to conduet the Incostop Project in the Territory and (ii) the FDA requires the Licensee .to conduct two United States Phase III Studies for the approval of an NDA relating to a Licensed Product incorporating Incostop API, THEN (x) the Maximum Incostop Amount shall remain $600,000 and (y) Licensee shall reimburse up to $600,000 to Licensor for its conduct of the Incostop Project outside the Territory (the "EU Incostop Trial") upon the submission by the Licensee of an NDA to the FDA relating to a Licensed Product incorporating Incostop and data generated from the EU Incostop Trial. Finally, IF the Licensor and the Licensee use the same pharmaceutical formulation of Incostop to conduct the Incostop Project in their respective territories (that is they both use the same Alternative Formulation or they both use the same non-Alternative Formulation), THEN the Maximum Incostop Amount shall be $1,200,000.
Notwithstanding Clause 12. 1, each Group Company may disclose the terms of the investment to its employees, investment bankers, lenders, accountants, attorneys, business partners, directors, shareholders, senior management and bona fide prospective investors, in each case only where such persons or entities are under appropriate non-disclosure obligations. For the avoidance of doubt, other than disclosures to the foregoing permitted persons, none of the Group Companies may disclose the investment amounts in relation to the Subscription Shares, the valuation of the Company, the rights and privileges of the Investor under this Agreement and the Shareholders’ Agreement and the share capital structure of the Company to any person except with the prior written consent of the Investor.
Notwithstanding Clause 12. 1.11, the Lessee shall not be liable to indemnify the Lessor in respect of any injury, illness, loss or damage which may be caused to or suffered by the Lessee or any agent, servant, employee, charge, invitee or any other person claiming through or under the Lessee resulting from any materials used in or about the construction or maintenance of the buildings or the fixtures and fittings therein prior to the commencement of the Lease provided that:
Notwithstanding Clause 12. 1.1 and Clause 16, TNT Express and its Relevant Persons are permitted to engage in discussions or negotiations with, and provide certain information to, a bona fide third party that makes an unsolicited approach to TNT Express with the intention of making a Superior Offer, but provided that TNT Express shall only provide information if and to the extent the Boards have in their reasonable opinion determined that doing so is reasonably necessary to assess whether such Alternative Proposal could reasonably be expected to qualify or evolve into a Potential Superior Offer or Superior Offer, provided that (i) TNT Express promptly (and in any event within 24 (twenty-four) hours of receipt of the Alternative Proposal) notifies FedEx of such approach, and (ii) FedEx shall simultaneously receive any information provided to the third party which FedEx has not yet received. TNT Express shall terminate such discussions and negotiations if after 10 (ten) Business Days from having notified FedEx of the approach in accordance with the preceding sentence if the discussions or negotiations have not resulted in a Potential Superior Offer as set forth in Clause 12.1.1. Confirmation no current discussions or negotiations
Notwithstanding Clause 12. 1, the Buyer shall be entitled to assign its rights under this agreement and/or any agreement or document entered into pursuant to this agreement to any member of the Buyer’s Group provided that the Buyer shall procure that any such company to whom it assigns any of its rights under this clause shall re-assign all such rights to the Buyer immediately prior to its ceasing to be a member of the Buyer’s Group.
Notwithstanding Clause 12. 1, the Buyer may assign by way of security all or any of its rights under this agreement and/or any agreement or document entered into pursuant to this agreement to any bank and/or any financial institution lending money or making banking facilities available to the Buyer.
