Notwithstanding Clause 9 Sample Clauses

Notwithstanding Clause 9. 5 the Vendor shall use its influence as shareholder of the Company that between the date of this Agreement and Closing, the supervisory boards of the Target Companies exercise their rights such that: a) the relevant Target Companies carry on their business as a going concern in the ordinary and usual course and as carried out prior to the date of this Agreement, save in so far as agreed in writing by the Purchaser, such consent not to be unreasonably withheld or delayed; b) the Target Companies inform the Purchaser comprehensively and provide such documentation reasonably requested by the Purchaser to the extent allowed by law of any material discussions with: (i) any regulatory authority in relation to the Company’s business; (ii) members of any insurance syndicate; (iii) the German Association of the Persons Insured (Bund der Versicherten); (iv) any Tax Authority; and (v) any consumer protection organisation or law firm acting on behalf of a number of the Company’s policyholders, if the subject matter of such discussions could reasonably be expected to have a material effect on the Company’s business taken as a whole.

Notwithstanding Clause 9. 4.1, if a person is disqualified from acting as a director in accordance with the provisions of the Act, such person shall be deemed to have been removed as a Director by the Shareholders from the date of such disqualification.

Notwithstanding Clause 9. 3.1 the Seller acknowledges that accuracy in forecasting the Net Delivered Energy the Complex is able to deliver is material for the quality and reliability of electricity supplies across the Grid System. The Seller accordingly agrees that it shall use state-of-the-art best possible means available to predict the long-term and short-term availability of the at the Site and on that basis shall provide to the Purchaser: (i) not later than thirty (30) Days before the beginning of each Agreement Year, a year ahead forecast of Net Delivered Energy on a Monthly basis for the succeeding Agreement Year; and (ii) not later than one (1) Week before the beginning of each Month, a Month ahead forecast of Net Delivered Energy on a Weekly basis for the succeeding Month. (iii) The forecasts of Net Delivered Energy provided by the Seller to the Purchaser under Clause 9.3.2 shall not be binding on the Seller or the Purchaser.

Notwithstanding Clause 9. 10.2, the parties hereto also agree that each of the Sole Sponsor, the Sole Overall Coordinator, the Sole Global Coordinator, the CMIs, the Joint Bookrunners, the Joint Lead Managers, the CMIs and/or the other Hong Kong Underwriters shall have the sole and absolute right, in circumstances in which it becomes or is joined as a defendant or third party in any proceedings in any court of competent jurisdiction, to join the Company and/or any of the other Warrantors as a party to those proceedings, or otherwise pursue claims against the Company and/or any of the other Warrantors in those proceedings.

Notwithstanding Clause 9. 3.1 the Employer may extend the prescribed hours of duty to be worked between 6.00am and 6.00pm Monday to Friday to meet operational and customer service requirements.

Notwithstanding Clause 9. 2(f) and without prejudice to the indemnity obligations of KRPL under Clause 9.1.1, in the event that an indemnity claim made by Lipalton relates to a third party claim brought directly against Lipalton and/ or its Affiliates, then the conduct of such third party claims shall rest solely with Lipalton (acting reasonably), at the cost of KRPL. However, Lipalton and/or its Affiliates shall as soon as reasonably practicable inform KRPL, and will take reasonable steps to cooperate and discuss with KRPL on the steps/ action to be taken in relation to such third party claims, provided however that neither Lipalton nor any of its Affiliates will admit or accept any liability without the prior consultation with KRPL.” 17. A new clause 17.15 shall be added to the Investment Agreement and shall read as under:

Notwithstanding Clause 9. 1A.5, 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 the customer data, assist each other to mitigate any losses and to restore the provision of Services to their desired operating efficiency and the Supplier shall immediately take all reasonable steps necessary to:

Notwithstanding Clause 9. 2 above The Supplier shall have permission to use the data generated from testing samples of known origin as reference samples for testing samples for other customers who are AHDB levy-payers. Signature: .................................................................................. Name of signatory: ........................................................ Date: .............................................. , 20.… Signature: .................................................................................. Name of signatory: ........................................................ Date: .............................................. , 20.…

Notwithstanding Clause 9. 11, should the Institution consent in writing for the Contractor to sub- contract its rights and obligations, then the Contractor shall ensure its sub-contractor(s) comply with Clause 9.4.1 and 9.4.2 above and cooperate with the Institution at all times. The Contractor shall include a clause in its contract with its sub-contractor(s) to allow the audits and spot checks on the sub-contractor(s) by the Institution.