Without prejudice to Clauses 4 Clause Samples

Without prejudice to Clauses 4. 1, 9.2 and 9.3, neither the Bank nor any information or service provider warrants, represents or guarantees the accuracy, reliability, adequacy, timeliness and completeness of any Content or whether any Content is fit for any purpose. The Bank and all such information or service providers expressly disclaim all liabilities whatsoever arising from or in connection with any reliance on any Content or Information.
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Without prejudice to Clauses 4. 1.2 to 4.1.5, the parties agree that all requests and enquiries from any Regulatory Authority arising out of or in connection with the transactions contemplated by this Agreement shall, subject to Clause 4.1.8, be dealt with by the Business Sellers (to the extent that such requests and enquiries relate to their respective Businesses) and the Purchaser in consultation with each other and the relevant Business Seller and the Purchaser shall promptly co-operate with and provide all necessary information and assistance reasonably required by such Regulatory Authority upon being requested to do so by the other.
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Without prejudice to Clauses 4. 2.1 and 4.2.2, the Sellers and the Purchaser 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 Sellers and the Purchaser in consultation with each other and the Sellers 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.
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Without prejudice to Clauses 4. 2.1 to 4.2.3, if the Purchaser is notified that the condition in Clause 4.1 (i) may not be satisfied, or that satisfaction may be delayed, the Purchaser shall take all reasonable actions as required to ensure that the condition set out in Clause 4.1 (i) are fulfilled as soon as possible and in any event no later than the date set out in Clause 4.3, provided however that such actions would not materially impact the value for the Purchaser of the transaction contemplated by this Agreement.
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Without prejudice to Clauses 4. 2.1 and 4.2.2, the Parties agree that all requests and enquiries from any government, governmental, supranational or trade agency, court or other regulatory body which relate to the satisfaction of the Controller Condition 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. Subject to applicable Law, each Party shall provide the other Party with such information as it may reasonably request concerning satisfaction of the Controller Condition, including: (i) giving the opportunity to comment on drafts of documents to be filed, submitted or lodged with the Insurance Authority and taking into reasonable account any such comments; (ii) providing copies of all material correspondence and documents filed, submitted or lodged with the Insurance Authority; and (iii) considering the reasonable request to attend meetings with the Insurance Authority. Notwithstanding the foregoing, no Party shall be entitled to have disclosed to it any information that, in the reasonable opinion of the other Party, is commercially sensitive or that relates to other businesses and assets not being sold pursuant to this Agreement.
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Without prejudice to Clauses 4. 2.1 and 4.2.2, the Seller and the Purchaser agree that, to the extent permitted by law, all requests and enquiries from any governmental entity, after the date of this Agreement, in relation to the satisfaction of the conditions set out in Clause 4.1 shall be dealt with: (i) in the case of Clauses 4.1.1, 4.1.3 and 4.1.4 by the Purchaser in consultation with the Seller; (1) that the Purchaser shall promptly notify the Seller of all its contacts and discussions with any Governmental Entity or the BBC and of any request by any Governmental Entity or the BBC in relation to the satisfaction of such conditions, (2) that the Purchaser shall promptly supply the Seller with copies of all written communications including notifications, submissions and correspondence and written or oral summaries of all material oral comments between the Purchaser or any of its Representatives, on the one hand, and any Governmental Entity or the BBC on the other hand; and (3) that the Seller shall co-operate with and provide all necessary information and assistance reasonably required by such Governmental Entity or the BBC upon being requested to do so by the Purchaser. The Purchaser shall co-operate and promptly provide the Seller with drafts of all written correspondence intended to be sent to any Governmental Entity or the BBC and, to the extent practicable, allow the Seller the opportunity to comment thereon prior to delivery to any Governmental Entity or the BBC; and (ii) in the case of Clauses 4.1.2, 4.1.3 and 4.
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Without prejudice to Clauses 4. 1 and 4.2, the Purchaser hereby undertakes and covenants with the Vendors that the Purchaser will invest up to United States Dollar Five Million (USD5,000,000.00) in the Company by way of equity or debt capital to fund the operations and working capital needs of the Company (including without limitation to fulfill the warranties stated in Clauses 8.1(a) and (b)).
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Related to Without prejudice to Clauses 4

  • Without prejudice to Clause 10.1 above, this Clause shall remain in full force and effect notwithstanding any discharge, release or termination of this Pledge (whether or not in accordance with Clause 7.1 of this Pledge Agreement).

  • Without prejudice to Sections 5.1 and 5.2 above, You are responsible for (a) any required notices, consents and/or authorizations related to Your provision of, and our processing of, Your Content (including any Personal Data) as part of the Services, (b) any security vulnerabilities, and the consequences of such vulnerabilities, arising from Your Content, including any viruses, Trojan horses, worms or other harmful programming routines contained in Your Content, and (c) any use by You or Your Users of the Services in a manner that is inconsistent with the terms of this Agreement. To the extent You disclose or transmit Your Content to a third party, we are no longer responsible for the security, integrity or confidentiality of such content outside of Oracle’s control.

  • Without prejudice to Paragraph 6.1, University’s liability to the Licensee for all losses or damage of any kind howsoever caused shall be limited to the aggregate total amount received by University from Licensee under this Agreement as at the date of such breach.

  • Without prejudice to the generality of Clause 10.1, GO Power shall, in relation to any Personal Data processed in connection with the performance by GO Power of its obligations under this Agreement: (a) process that Personal Data only on the written instructions of the Customer unless GO Power is required by any applicable data processing laws to process Personal Data; (b) process that Personal Data only to the extent necessary for the legitimate interest of GO Power and its specified third parties, and as required for the performance of this Agreement and the rights of GO Power under it; (c) ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it); (d) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; (e) not transfer any Personal Data outside of the United Kingdom unless the consent of the Customer has been obtained and the following conditions are fulfilled: (i) the Customer or GO Power has provided appropriate safeguards in relation to the transfer; (ii) the data subject has enforceable rights and effective legal remedies; (iii) GO Power complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and (iv) GO Power complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data; (f) assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators; (g) notify the Customer without undue delay on becoming aware of a Personal Data breach; AND (h) at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the Agreement unless required by Applicable Data Processing Law to store the Personal Data;

  • Without prejudice all proceedings and disclosures will be conducted and made without prejudice to the rights and positions of the parties in any subsequent arbitration or other legal proceedings;