Notwithstanding Clause 16 Sample Clauses

Notwithstanding Clause 16. 2, You may terminate the Agreement in accordance with Clause 16.7.

Notwithstanding Clause 16. 5.1: (i) this Agreement may be varied in any way and at any time by the parties to this Agreement without the consent of any person who is not a party to this Agreement; and (ii) no person who is not a party to this Agreement may enforce, or take any step to enforce, any of the Third Party Rights Clauses without the prior written consent of the Purchaser, which may, if given, be given on and subject to such terms as the Purchaser may determine.

Notwithstanding Clause 16. 2(a), the losses for which the Supplier assumes responsibility and which shall (subject to Clause 16.2 (b)) be recoverable by the Customer include: a) in respect of any services not provided in accordance with the terms of this agreement: i. sums paid by the Customer to the Supplier pursuant to this agreement; ii. wasted expenditure; and

Notwithstanding Clause 16. 2.4, Force Majeure shall not apply to any obligation of the Purchaser to make payments to the Supplier under this Contract.

Notwithstanding Clause 16. 2, and irrespective of whether any arbitration has been commenced pursuant to Clause 16.2, each of the Joint Sponsors and the Underwriting Parties shall also have the sole and absolute right: (i) to refer any Dispute to any court of competent jurisdiction for injunctive relief in relation to and/or in support of any dispute arising out of and in connection with this Agreement; and (ii) in circumstances in which they become or are joined as a defendant or third party in any proceedings, to pursue claims against the Company and/or the Warranting Shareholders in those proceedings (whether by way of a claim for an indemnity, contribution or otherwise) and for such purposes the Company and the Warranting Shareholders hereby irrevocably consent to be joined as parties to such proceedings.

Notwithstanding Clause 16. 4.1, SHKFX shall, if Client so requires, refer any dispute between SHKFX and Client to arbitration in accordance with the Securities and Futures (Leveraged Foreign Exchange Trading – Arbitration) Rules.

Notwithstanding Clause 16. 2.1, if Malicious Software is found, the Parties shall co-operate to reduce the effect of the Malicious Software and, particularly if Malicious Software causes loss of operational efficiency or loss or corruption of Customer Data, assist each other to mitigate any losses and to restore the Ancillary Services to their desired operating efficiency.

Notwithstanding Clause 16. 3 (or, in the case of Clause 16.4 and Clause 16.2), a Party may disclose or use information if and to the extent that (subject to any confidentiality obligations set out in the Equity Commitment Letter): 16.4.1 such disclosure is to such Party’s employees, officers, consultants, shareholders, representatives or advisers (or those of any member of that Party’s group) on a ‘need to know’ basis, provided that the Party making the disclosure informs the recipient of the confidential nature of the information before disclosure and procures that each recipient shall, in relation to any such information disclosed to him or it (as the case may be), comply with the obligations set out in this Clause 16 as if they were that Party (and in any event the Party making a disclosure under this Clause 16.4.1 shall, at all times, be liable for the failure of such Party’s recipients to comply with the obligations set out in this Clause 16 in respect of such information); 16.4.2 such disclosure or use is required by applicable Law, by any Governmental Entity with competent jurisdiction, or by or in accordance with the rules of any applicable law or regulation or recognised stock exchange (including disclosure or use in relation to the Seller’s and/or Clear Channel Outdoor Holdings Inc.’s (as applicable) submission of a Form 8-K and other filings pursuant to the United States securities laws, including the filing and disclosure of this Agreement or any other Transaction Document as well as the filing and disclosure of any “pro forma” financial information or other financial information relating to the Group Companies and the Seller’s Group, as may be applicable); 16.4.3 such disclosure or use is required for the purpose of any judicial proceedings arising out of this Agreement or any other Transaction Document; 16.4.4 such disclosure or use is required to vest the full benefit of this Agreement or any other Transaction Document in any Party; 16.4.5 disclosure is made to a Tax Authority in connection with the Tax affairs of the disclosing Party or a member of the Seller’s Group (in the case of the Seller or the Parent) or the Purchaser’s Group (in the case of the Purchaser); 16.4.6 disclosure is made to the professional advisers, auditors or potential financiers of any Party or to any rating agency in connection with the financing arrangements of any Party, in each case, on a confidential and need-to-know basis; 16.4.7 disclosure is required to be made by or on behalf of the Se...

Notwithstanding Clause 16. 1.1, (i) in the event that any Party is requested by any Governmental Authority or becomes legally compelled (including, without limitation, pursuant to securities Laws and regulations or in connection with any legal, judicial, arbitration or administrative proceedings) to disclose any Collaboration Terms, such Party (the “Disclosing Party”) shall, to the extent practicable and permitted by Applicable Laws, provide the Other Party (the “Non-Disclosing Party”) with prompt written notice of that fact and use reasonable efforts to seek (with the cooperation and reasonable efforts of the other Parties), at the Disclosing Party’s costs, a protective order (in any event without initiating any litigation or similar proceedings), confidential treatment or other appropriate remedy with respect to the information which is requested or legally required to be disclosed. In such event, the Disclosing Party shall furnish only that portion of the information which is requested or legally required to be disclosed and shall exercise reasonable efforts to keep confidential such information to the extent reasonably requested by any Non-Disclosing Party, and (ii) each of the Parties may disclose the Collaboration Terms to its Representatives on a need-to-know basis, provided that such recipient shall either be subject to professional obligations to keep such information confidential or confidentiality obligations that are as restrictive as this Clause 16.1 and that the Parties, as applicable, shall be liable for any breach of confidentiality obligations by its recipients.