Avoidance of Doubt Clause Samples

Avoidance of Doubt. For the avoidance of doubt, if crystallization of the floating charge pursuant to this Clause is in respect of part, but not all, of the Charged Assets, the floating charge shall subsist and remain in full force and effect as regards the remaining part or parts of the Charged Assets in respect of which the floating charge has not crystallized as aforesaid. The giving of a notice by the Security Trustee pursuant to Clause 7.4 in relation to any class of the Charged Assets shall not be construed as a waiver or abandonment of the rights of the Security Trustee to serve similar notices in respect of any other class of the Charged Assets or of any other right of the Security Trustee and/or any Beneficiaries.

Avoidance of Doubt. The parties hereto hereby agree, for the avoidance of doubt, that the terms “Liabilities” and “Obligations” as used in the Transaction Documents shall include all liabilities and obligations of the Borrower under this Agreement, under the Facility Agreement, under the Notes and under the other Transaction Documents, and each of the parties hereto agrees not to take any contrary positions.

Avoidance of Doubt. The parties hereto hereby agree, for the avoidance of doubt, that (a) the term “Notes” as used in the Transaction Documents (as defined in the April Purchase Agreement, the “April Transaction Documents”) shall include the April Notes, as, and to the extent, amended by this Agreement, (b) the term “Bridge Notes” as used in the Transaction Documents (as defined in the Bridge Purchase Agreement, the “Bridge Transaction Documents”) shall mean the Bridge Notes, as, and to the extent, amended by this Agreement, (c) the term “Obligations” as used in the April Transaction Documents shall include all liabilities and obligations of the Company under this Agreement, under the Intercreditor Agreement, under the April Notes (as amended hereby) and under the other April Transaction Documents, and (d) the term “Obligations” as used in the Bridge Transaction Documents shall include all liabilities and obligations of the Company under this Agreement, under the Intercreditor Agreement, under the Bridge Notes (as amended hereby) and under the other Bridge Transaction Documents, and each of the parties hereto agrees not to take any contrary positions.

Avoidance of Doubt. For the avoidance of doubt, the parties acknowledge that: (a) any comments or suggestions made by the Supplier in the course of performing its obligations under the Contract do not: (i) amount to professional advice in relation to those matters; or (ii) give rise to any express or implied warranty by the Supplier in relation to the Goods or any other matter; (b) unless expressly specified otherwise in Item 17, the Supplier is not responsible for any detailing work in respect of the project including, without limitation, the selection of the appropriate Goods required for the performance of the Customer's obligations under the Principal Contract and the Customer bears sole responsibility for all detailing work and the selection of the appropriate Goods for the such performance; and (c) the Supplier has no obligation to check, comment on or review the Documents and is not liable for failing to identify any errors, omissions or inconsistencies in the Documents.

Avoidance of Doubt. The parties hereto hereby agree, for the avoidance of doubt, that (a) the phrase “for purposes of determining the Fixed Conversion Price under this Section 2(f)(i)” at the beginning of the second sentence of Section 2(f)(i) of each of the 2004 Notes shall mean for all purposes of Section 2(f) of such 2004 Notes, including for purposes of determining whether the Company has issued or sold, or shall be deemed to have issued or sold, any shares of Common Stock for a consideration per share less than the Applicable Price (as defined in the 2004 Notes), and (b) the phrases “for purposes of determining the adjusted Warrant Exercise Price under Section 9(a) above” and “for purposes of determining the adjusted Warrant Exercise Price under Sections 9(a) and 9(b) above” at the beginning of Sections 9(b) and 9(c), respectively, of each of the 2004 Warrants, shall mean for all purposes of Section 9 of such 2004 Warrant, including for purposes of determining whether the Company has issued or sold, or shall be deemed to have issued or sold, any shares of Common Stock for a consideration per share less than the Applicable Price (as defined in the 2004 Warrants), and each of the parties hereto agrees not to take any contrary positions.

Avoidance of Doubt. The undersigned hereby agree, for the avoidance of doubt, that (a) this Amendment shall be a Transaction Document, (b) any references to the Exchange Agreement in any of the Transaction Documents shall mean the Exchange Agreement, as, and to the extent, amended by this Amendment, and (c) any references to the Initial RCGI Note in any of the Transaction Documents shall mean the Initial RCGI Note, in a form reflecting the terms of this Amendment.

Avoidance of Doubt. For the avoidance of doubt the parties acknowledge and agree that save as specifically set out above the provisions of the regulations shall be of full force and effect. In order to adopt the flexibility of the Road Transport (Working Time) Regulations 2005 ("The Regulations") a Workforce agreement may be agreed between the temporary workers and T.G Recruitment Ltd, Whereby T.G Recruitment Ltd may make use of the flexibility contained within the regulations. T.G Recruitment Ltd has agreed a workforce agreement with its temporary workers as detailed above. Below is an explanation as to the flexibility adopted by T.G Recruitment Ltd and its Temporary Workers:- 1. Average Working Limit 1.1 A mobile worker subject to "Tachograph rules" is limited to a Working time average of 48 hours over a 17 week reference period. Regulation 4

Avoidance of Doubt. The parties hereto hereby agree, for the avoidance of doubt, that (a) the term “Notes” as used in the Transaction Documents shall mean the Notes, as, and to the extent, amended by this Agreement, (b) the term “Liabilities” and “Obligations” as used in the Transaction Documents shall include all liabilities and obligations under this Agreement, under the Escrow Agreement (as amended by the Escrow Amendment), under the Facility Agreement (as amended hereby), under the Notes (as amended hereby) and under the other Transaction Documents, and (c) all references herein to “as amended hereby” means “as amended by this Agreement and the Escrow Amendment (as applicable),” and each of the parties hereto agrees not to take any contrary positions.

Avoidance of Doubt. [***] = Confidential treatment requested. To avoid any doubt, the parties agree that each Relevant Condition Precedent operates as a condition which must be satisfied in each case before CSL may grant the relevant Option referred to in Clause 2.1 and each such Option will be separately granted and is not dependent upon the valid grant of any other such Option.