Without prejudice to the Buyer s obligations hereunder, in order to facilitate the development of the BFE Engineering Definition, the Seller shall organize meetings between the Buyer and BFE Suppliers. The Buyer hereby agrees to participate in such meetings and to provide adequate technical and engineering expertise to reach decisions within the defined timeframe. In addition, throughout the development phase and up to Delivery of the Aircraft to the Buyer, the Buyer agrees: • to monitor the BFE Suppliers and ensure that they shall enable the Buyer to fulfil its obligations, including but not limited to those set forth in the Customization Milestone Chart; • that, should a timeframe, quality or other type of risk be identified at a given BFE Supplier, the Buyer shall allocate resources to such BFE Supplier so as not to jeopardize the industrial production schedule of the Aircraft; • for major BFE, including, but not being limited to, seats, galleys and IFE (“Major BFE”) to participate on a mandatory basis in the specific meetings that take place between BFE Supplier selection and BFE delivery, namely: ¡ Preliminary Design Review (“PDR”), ¡ Critical Design Review (“CDR”); • to attend the First Article Inspection (“FAI”) for the first shipset of all Major BFE. Should the Buyer not attend such FAI, the Buyer shall delegate the FAI to the BFE Supplier and confirmation thereof shall be supplied to the Seller in writing; • to attend the Source Inspection (“SI”) that takes place at the BFE Supplier’s premises prior to shipping, for each shipset of all Major BFE. Should the Buyer not attend such SI, the Buyer shall delegate the SI to the BFE Supplier and confirmation thereof shall be brought to the Seller in writing. Should the Buyer not attend the SI, the Buyer shall be deemed to have accepted the conclusions of the BFE Supplier with respect to such SI. The Seller shall be entitled to attend the PDR, the CDR and the FAI. In doing so, the Seller’s employees shall be acting in an advisory capacity only and at no time shall they be deemed to be acting as Buyer’s employees or agents, either directly or indirectly.
Without prejudice to the Buyer s rights under this Schedule, the Buyer shall procure that each member of the Group shall cause the returns mentioned in sub-clause 10.1 above so far as they are legally able to do so to be authorised, signed and submitted to the appropriate Tax Authority without amendment or with such reasonable amendments as the Buyer shall request and shall give the Covenantor or its agents all such assistance as may be necessary or reasonably required to agree those returns with the appropriate authority, provided that, no member of the Group shall be obliged to sign and submit a return which is wrong or inconsistent in any material manner, on its face. The Buyer shall not, and shall procure that each member of the Group shall not, of its own volition seek to change or reopen such returns, save in the case of error or in order to comply with its legal obligations.
Without prejudice to the Buyer s obligations hereunder, in order to facilitate the development of the BFE Engineering Definition, the Seller will organize meetings between the Buyer and BFE Suppliers on reasonable advance notice. The Buyer hereby agrees to participate in such meetings and to provide adequate technical and engineering expertise to reach decisions within a timeframe reasonably specified by the Seller. In addition, prior to Delivery of the Aircraft to the Buyer, the Buyer agrees:
Without prejudice to the Buyer s other rights under this Agreement, if any fact, matter or event arising after the date of this Agreement and prior to the Completion Date constitutes a breach of any of the Warranties which will still exist at Completion then the Purchaser shall be entitled by notice in writing to the Seller to terminate this Agreement with immediate effect.
Without prejudice to the Buyer s rights under this Schedule or in relation to the Tax Warranties, the Buyer shall procure that the Target shall cause the accounts and returns mentioned in paragraph 8.1 of this Part so far as they are legally able to do so to be authorised, signed and submitted to the appropriate authority with such reasonable amendments, if any, as the Buyer may request and shall give the Warrantors or their agents all such assistance as may be reasonably required to agree those returns with the appropriate Tax Authority provided that the Target shall not be obliged to sign and submit a return which is wrong or inconsistent, in any manner.
Without prejudice to the Buyer s right to bring a claim under any provision of this Agreement, no amount of the General Retention shall be withheld in relation to any matter or circumstance pursuant to which an amount is being held against the Employment Retention or the IT Retention.
Without prejudice to the Buyer s rights under this Schedule, the Buyer shall procure that the Target shall cause the accounts and returns mentioned in paragraph 14.1 of this Part so far as it is legally able to do so to be authorised, signed and submitted to the appropriate Tax Authority with all reasonable amendments, if any, as the Buyer may propose and as the Warrantors (or their duly authorised agents) shall agree (both parties acting reasonably and in good faith) and shall give the Warrantors and their agents all assistance as may be reasonably required to agree those returns with the appropriate Tax Authority provided that the Target shall not be obliged to sign and submit a return which is incorrect.
Without prejudice to the Buyer s right to apply for injunctive relief for breach of the undertakings in clause 12, the total aggregate liability of each Seller (other than Caledonia Investments Plc) in respect of all claims under this agreement shall be limited to the aggregate of the Consideration paid to it.
Without prejudice to the Buyer s rights under this Schedule or in relation to the Tax Warranties, the Buyer shall procure that the Target shall cause the accounts and returns mentioned in paragraph 11.1 of this Part so far as it is legally able to do so to be authorised, signed and submitted to the appropriate authority with such reasonable amendments, if any, as the Buyer may request and shall give the Seller or their agents all such assistance as may be reasonably required to agree those returns with the appropriate Tax Authority provided that the Buyer shall not be obliged to procure the signing and submitting of a document mentioned in paragraph 11.1 which it reasonably considers, to be materially false or inaccurate in any respect.
Without prejudice to the Buyer s rights under this Schedule, the Buyer shall:
