Without prejudice to Section. 9.4 of the Framework Agreement, this Agreement may be amended, modified, superseded or canceled, and any of the terms, representations, warranties or covenants hereof may be waived, only by written instrument executed by each of the parties hereto, or, in the case of a waiver, by the party waiving compliance. In the course of the planning and coordination of this Agreement, written documents have been exchanged between the parties. Such written documents shall not be deemed to amend or supplement this Agreement. The failure of any party at any time or times to require performance of any provision hereof shall in no manner affect the right at a later time to enforce the same. No waiver by any party of any condition or of any breach of any term, representation, warranty or covenant under this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any other condition or of any breach of any such condition or breach or waiver of any other condition or of any breach of any other term, representation, warranty or covenant under this Agreement.
Without prejudice to Section. 12.1, each Provider hereby acknowledges and agrees that, as between the Provider and the applicable Recipient:
Without prejudice to Section. 4.11, the Sellers hereby confirm to the Buyer that as at Closing Date, there shall have been outstanding directors' fees, outstanding professional fees and consultancy fees being incurred and payable by ART and/or its subsidiary companies, and outstanding fees due to the Transfer Agent by ART under the Transfer Agent Contract or otherwise. The Sellers hereby agree to pay or discharge in full the aforesaid fees on behalf of ART on or before Closing Date. For the avoidance of doubt, the obligations of the Sellers hereunder shall survive this Agreement. The aforesaid fees shall include fees and expenses incurred by ART in its preparing and filing of the 30th day of September 2003 10QSB but shall exclude fees and expenses incurred by ART in relation to the preparation filing and mailing of the Form 14f-1 as described in Section 2.2(b).
Without prejudice to Section. 11. 1 above, Supplier shall indemnify Client for all proven damages arising directly or indirectly from a breach by Supplier of its obligations under this Agreement provided that the Supplier's liability for failing to fill an Order or Call-off Order duly accepted by the Supplier, will under all circumstances be limited to a fixed compensatory indemnity of missing units.
Without prejudice to Section. 8.1, each Party shall make reasonable efforts to ensure that, in connection with the performance of its obligations under this Agreement, it does not introduce any Viruses into any software programs used by the other Party.
Without prejudice to Section. C2.3 of the New Shipper GTCs, GLNG shall provide the New Shipper promptly with details of all and any delays which delay or might be expected to delay the Commercial Operations Date and for which GLNG has the right to defer the Scheduled Commercial Operations Date in accordance with paragraph 1.4. Annual Unloading Programme in first year
Without prejudice to Section. 11.2.1 above, this Agreement shall terminate if any of the following is not cured within thirty (30) days:
Without prejudice to Section. 13.6.1 above and any further rights and remedies Infineon may have under this Agreement, in the event of an Epidemic Failure, Supplier shall, at its own cost and expense promptly upon receipt of the notification from Infineon, at Infineon's sole discretion either (i) replace all potentially affected Wafers which have been delivered by Supplier with new Wafers within the periods set forth in Section 13.3 or (ii) credit or, if requested by Infineon and proof of destruction is shown, refund the Price of all the Defective Wafers of the affected Product which have been delivered by Supplier.
Without prejudice to Section. 10(a) above, in the event of any assignment by the Company, the assignor shall remain jointly and severally liable with the assignee for the full performance of the assignor’s obligations under this Agreement, unless Barclays otherwise agrees in writing.
Without prejudice to Section. 11.1.1, any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement, or in the case of a waiver, by the party against whom the waiver is to be effective.
