Without prejudice to Clause 11 Clause Examples
Without prejudice to Clause 11. 5, the Parties shall use all reasonable endeavours to resolve any dispute that may arise pursuant to this Clause 11. However, if within [***] after the Supplier is notified of any Delivery of allegedly Defective Products, the Parties fail to agree whether any Products supplied by the Supplier (or its Affiliates) to Prestige (or its Affiliates) are Defective or may be rejected or returned for any reason, then:
(A) in the case of a rejection or return for quality reasons, the question of whether a product is Defective shall be determined by an Independent Laboratory and the decision of the Independent Laboratory shall be final and binding on the Parties. The Independent Laboratory shall act as an expert and not as an arbitrator and (unless the Independent Laboratory otherwise determines) its fees shall be borne by the Party against whom the Independent Laboratory’s decision is given; and
(B) in the case of a rejection or return for any other reasons, in the event the parties are unable to resolve the matter by mutual agreement the matter shall be subject to resolution in accordance with Clause 41.
Without prejudice to Clause 11. 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 11. 4, the Contractor shall (and shall ensure that its Staff shall) observe and comply with such rules and regulations as may be in force at any time for the use of the Premises notified to it by the Customer, and the Contractor shall pay for the cost of making good any damage caused by the Contractor or its Staff other than fair wear and tear. For the avoidance of doubt, damage includes damage to the fabric of the buildings, plant, fixed equipment or fittings therein.
Without prejudice to Clause 11. 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 11. 3.1 (Application of Funds in Reserve Accounts in case of Shortfall or Enforcement), the Borrower is permitted to make payments out of the Special Capex Account only for the purpose of funding Obligors' Capital Expenditure payments on the terms set out in Clause 15 (Capital Expenditure) but may do so without the prior written consent of the Security Trustee.
Without prejudice to Clause 11. 2 (Assignment) the Tenant may not transfer or deal in any way with the licence created by this Agreement.
Without prejudice to Clause 11. 11.2, neither the Borrower, the Guarantor nor any Material Subsidiary 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 the Group taken as a whole.
Without prejudice to Clause 11. 7 (Value added taxes) of the Credit Agreement, each Party agrees that in accordance with Clause 11.7 (Value added taxes) of the Credit Agreement, any amount payable under a Finance Document by an Obligor is exclusive of any value added tax or any other Tax of a similar nature which might be chargeable in connection with that amount. If any such Tax is chargeable, the Obligor must pay to the Finance Party (in addition to and at the same time as paying the amount due under a Finance Document by an Obligor) an amount equal to the amount of that Tax (the Finance Party must provide an appropriate VAT invoice to the Obligor in the time frame foreseen by the Luxembourg VAT law) or, where applicable, directly account for such VAT at the appropriate rate under the reverse charge procedure provided for by the Council Directive 2006/112/EC on the common system of value added tax, as amended, and any relevant VAT provision of the jurisdiction in which the Obligor receives such supply.
Without prejudice to Clause 11. 2.2 below, the Facility Agent may, and if so requested by the Majority Lenders, shall without prejudice to any other rights of the Lenders, at any time after the occurrence of an Event of Default which is then continuing beyond the relevant cure period as described in clause 11.2.3 below, if any, by notice to the Borrower declare that:
(a) the obligation of each Lender to make its Commitments available to the Borrower shall be terminated, whereupon the relevant Commitment or Commitments shall be reduced to zero forthwith; and/or
(b) the relevant Outstandings and all interest and commitment commission accrued and all other sums payable under this Agreement and any of the other relevant Security Documents have become due and payable, whereupon the same shall, immediately or in accordance with the terms of such notice, become due and payable.
Without prejudice to Clause 11. 2, Aventis Pharma shall promptly provide Scynexis with a copy of all relevant correspondence sent by Aventis Pharma following the Execution Date to any patent agent (whether internal or external) in connection with the Patents and shall instruct any patent agent dealing with the Patents (whether internal or external) to promptly provide Scynexis with a copy of all correspondence sent by such patent agent (whether sent to a patent office, Aventis Pharma or any other third party) in connection with the Patents.