Without prejudice to Clause 11 Clause Examples

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. 2, in the event that Binance determines that you are in Default under clause 11.1.15 of these Margin Service Terms, Binance reserves the right (without liability to you or any third party) to unwind or reverse any Transactions, freeze any or all amounts allocated to your Binance Account, and/or deduct any amounts allocated to your Binance Account that relate to or arise out of any Transactions entered into by you in connection with any of the circumstances referred to in clause 11.1.15.

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, the Consultant shall be liable for and shall indemnify the Client against any liability, loss, costs, expenses, claims or proceedings whatsoever arising and any statute or common law in respect of: 11.4.1 any loss or damage to property (whether real or personal); or

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. 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.

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. 5, the Seller shall, or shall cause the relevant member of the Seller’s Group to, indemnify, defend and hold harmless each member of the Purchaser’s Group from, against and in respect of any Losses suffered or incurred by any of them resulting from: 11.6.1 any Retained Liabilities; 11.6.2 any failure by the Seller or any member of the Seller’s Group to promptly discharge or procure the prompt discharge of any Retained Liabilities; and 11.6.3 any Liabilities arising out of, relating to or otherwise in respect of the Retained Liabilities after the Effective Time, (collectively, the “Retained Liability Indemnity”), provided that neither the Purchaser nor any member of the Purchaser’s Group can claim under the indemnity in this Clause 11.6 in respect of matters relating to Pension Benefits and/or the Pension Plans.

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.