Without prejudice to Clause 4 Clause Samples

Without prejudice to Clause 4 the Buyer may at its absolute discretion waive any of the requirements under Clause 2.2. 1. No assumption of liabilities

Without prejudice to Clause 4. 2.1, the parties agree that all requests and enquiries from any government, governmental, supranational or trade agency, court or other regulatory body shall be dealt with by the Seller and the Purchaser in consultation with each other and the Seller and the Purchaser shall promptly co-operate with and provide all necessary information and assistance reasonably required by such government, agency, court or body upon being requested to do so by the other including, if necessary, after Closing.

Without prejudice to Clause 4. 4, UCLB shall procure the transfer to Autolus of a copy of the Test and Regulatory Data resulting from the CRUK Study, once such Test and Regulatory Data has been released by the sponsor and UCLB has authority from any applicable Regulatory Authority to disclose the same to Autolus. Upon the disclosure of such Test and Regulatory Data to Autolus, the GD2 Licence shall automatically be extended to include a licence to the GD2 Clinical Study Results and the GD2 Program IP shall be deemed to include GD2 Clinical Study Results.

Without prejudice to Clause 4. 3.1 You may at any time on giving written notice to the Council cease to carry out or implement any Works or further Works in respect of the Project where in all the circumstances then prevailing it is agreed between the Parties that the implementation and or continuation of the Project is no longer economically viable.

Without prejudice to Clause 4. 4.1, the Goods are at the risk of the Buyer from the time of delivery.

Without prejudice to Clause 4. 11.2, neither the Borrowers, the Guarantor nor any Material Subsidiary of the Guarantor or any other Security Party is in breach of or in default under any agreement to which it is a party or which is binding on it or any of its assets to an extent or in a manner which might have a material adverse effect on the business or financial condition of such entity or the Guarantor Group taken as a whole (as the case may be).

Without prejudice to Clause 4. 1, the Customer agrees that neither the Bank nor any information provider shall be deemed an investment adviser or other professional to the Customer. It is the sole responsibility of the Customer to seek or determine market information and seek independent professional advice on financial, investment, technical, legal, tax and other issues in connection with the use of the Personal Net Banking Services and/or the Website.

Without prejudice to Clause 4. 1, the Offeror will procure that (on, or as soon as reasonably practicable following, the Transaction Effective Date) the Company will enter into a commitment with the Trustees that (so far as reasonably practicable) it will: 4.4.1 give the Trustees at least two months’ notice prior to the exercise of any right of the Group to remove and / or replace any Trustee; 4.4.2 during that period, consult with the Trustees (and, acting reasonably, take into account their reasonable representations in relation to such removal and / or replacement); and 4.4.3 comply with all requirements to appoint a minimum number of member-nominated trustees in accordance with section 241 of the Pensions Act 2004.

Without prejudice to Clause 4. 2.2 and clause 27, the Supplier shall comply fully and at all times with the instructions provided to it from time to time by the Customer or its representatives.‌