Without prejudice to the generality of Clause Clause Samples

Without prejudice to the generality of Clause. 12.2, the Manager shall, in relation to any Personal Data processed in connection with the performance by the Manager of its obligations under this Agreement: 12.4.1 process that Personal Data only on the written instructions of the General Partner unless the Manager is required by the laws of any member of the European Union or by the laws of the European Union applicable to the Manager to process Personal Data (“Applicable Laws”). Where the Manager is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Manager shall promptly notify the General Partner of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Manager from so notifying the General Partner; 12.4.2 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; 12.4.3 ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; 12.4.4 not transfer any Personal Data outside of the European Economic Area unless the following conditions are fulfilled: (a) the Manager has provided appropriate safeguards in relation to the transfer; (b) the data subject has enforceable rights and effective legal remedies; (c) the Manager complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and (d) the Manager complies with reasonable instructions notified to it in advance by the General Partner with respect to such processing of the Personal Data; 12.4.5 assist the General Partner, at the Manager'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; 12.4.6 notify the General Partner without undue delay (and in any event within 24 hours) in the event that it suspects or becomes aware of an...

Without prejudice to the generality of Clause. 5.1.1 and subject to Clause 5.2, each Seller undertakes to procure that, with respect to its Contributed Business, between the date of this Agreement and Closing, no member of that Seller’s Group shall, except as may be required to comply with this Agreement, without the prior written consent of the other Seller (such consent not to be unreasonably withheld or delayed) take any of the actions listed in Part 1 of Schedule 15.

Without prejudice to the generality of Clause. 13.3 the Supplier shall, in relation to Client Personal Data: (a) process that Client Personal Data only on the documented instructions of the Client, unless the Supplier is required by Applicable Laws to otherwise process that Client Personal Data. Where the Supplier is relying on Applicable Laws as the basis for processing Client Processor Data, the Supplier shall notify the Client of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Client on important grounds of public interest. The Supplier shall inform the Client if, in the opinion of the Supplier, the instructions of the Client infringe Applicable Data Protection Laws; (b) implement appropriate the technical and organisational measures to protect against unauthorised or unlawful processing of Client Personal Data and against accidental loss or destruction of, or damage to, Client Personal Data, which the Client has reviewed and confirms are 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; (c) ensure that any personnel engaged and authorised by the Supplier to process Client Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality; (d) assist the Client insofar as this is possible (taking into account the nature of the processing and the information available to the Supplier), and at the Client's cost and written request, in responding to any request from a data subject and in ensuring the Client's compliance with its obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators; (e) notify the Client without undue delay on becoming aware of a personal data breach involving the Client Personal Data; (f) at the written direction of the Client, delete or return Client Personal Data and copies thereof to the Client on termination of the Agreement unless the Supplier is required by Applicable Law to continue to process that Client Personal Data. For the purposes of this Clause 13.7(f) Client Personal Data shall be considered deleted where it is put beyond further use by the Supplier; and (g) mainta...

Without prejudice to the generality of Clause. 28, the Grantor may recover all unspent balance of the Grant under this Agreement by offsetting such unspent balance of the Grant with other funding or grants to be disbursed to the same Grantee under any other funding/grant agreements.

Without prejudice to the generality of Clause. 10.1, where either Party (the “Disclosing Party”) discloses Personal Data (as defined in the DPA) to the other (the “Recipient”) in connection with the operation of this Agreement, the Disclosing Party will ensure that it obtains all necessary consents so that the Personal Data it provides to the Recipient can be lawfully used or disclosed by the Recipient in the manner and for the purposes anticipated by this Agreement.

Without prejudice to the generality of Clause. 5.1.1, except (i) in so far as contemplated in this agreement, (ii) as may be reasonably necessary in connection with the Disentanglement or the Transaction, as set out in the Disclosed Information to the extent disclosed as set out in Clause 9.1.3, (iii) as may be necessary to comply with applicable Law, or (iv) as agreed or consented to by the Purchasers (such consent not to be unreasonably withheld or delayed), the Seller shall procure that between Signing and Completion the relevant member of the Seller’s Group will not take any action or decision in respect of the Business or any Target Group Company to: (a) create, allot or issue, or allow to be created, allotted or issued, any share capital of any Target Group Company or issue any instruments to a Person other than a Target Group Company that give the right to obtain shares in the relevant Target Group Company; (b) acquire or agree to acquire any share(s) or other interest, or make any capital contributions to or investments in any Person (other than a Target Group Company); (c) make any loan other than in the ordinary course of business to any Person (other than a Target Group Company); (d) incur any borrowings from Third Parties in excess of USD 2,500,000 (two million five hundred thousand US dollars) (or its equivalent in any other currency) other than in the ordinary course of business; (e) enter into agreements in which the Target Group Companies provide a surety or undertake joint and several liability, or provide security for the debt of any Third Party or any member of the Seller’s Group (excluding the Target Group Companies); (f) repay, redeem or repurchase, or allow to be repaid, redeemed or repurchased, any share capital of any Target Group Company to a Person other than the Target Group Companies; (g) create any Encumbrance (other than Permitted Encumbrances) over any material part of the Business; (h) enter into any Business Contracts outside the ordinary course of business; (i) terminate or amend any Business Contracts which, if terminated or amended, would have a material adverse effect on the Business; 15 / 52 (j) sell, transfer, let, lease, encumber, or license any material part of the Business Assets or the Transferred Properties other than in the ordinary course of business;

Without prejudice to the generality of Clause. 10.1, the Master Issuer will pay all and any fees, charges, costs and duties and any stamp and other similar taxes or duties that it is required to pay under the Legal Agreements to which it is a party, including interest and penalties, arising from or in connection with the creation of the security for the Notes and the obligations of the Master Issuer under the Supplemental Issuer Trust Deed and for the other amounts to be secured as contemplated by the Issuer Deed of Charge (as amended by the Issuer Deed of Accession), and the perfection of such security at any time;

Without prejudice to the generality of Clause. 30 (Delay Events and Compensation Events ), Project Co shall give notice in writing to the Authority's Representative as soon as it (or the Contractor) can reasonably foresee a Delay Event and/ or a Compensation Event (as applicable) occurring or, if the same is not reasonably foreseeable, as soon as it (or the Contractor) shall become aware of a Delay Event and/or a Compensation Event (as applicable). Project Co shall within ten (10) 71 Include where Clauses 10.3 and 10.4 are used. 72 Include where Clauses 10.5 to 10.14 are used. 73 Include where Clause 11.4 is used. Business Days after such notification, give further written details to the Authority's Representative which shall include: 30.4.1 a statement of which Delay Event and/or Compensation Event the claim is based upon; 30.4.2 details of the circumstances from which the Delay Event and/ or Compensation Event arises; 30.4.3 details of the contemporary records which Project Co will maintain to substantiate its claim; 30.4.4 details of the consequences (whether direct or indirect, financial or non-financial) which such Delay Event and/ or Compensation Event may have upon completion of the [relevant] Facilities [the Main Works] [, the achievement of the ICT Handover Requirements] [and/or completion of the Post Completion Works if relevant]; 30.4.5 details of any measures which Project Co proposes to adopt to mitigate the consequences of such Delay Event and/ or Compensation Event; and 30.4.6 details of any relief from its obligations under this Agreement that Project Co considers is reasonably required as a consequence of a Compensation Event including: (a) a detailed description of the obligations from which relief is requested and the extent and duration of the requested relief; (b) an explanation of why Project Co considers that the Compensation Event has or will result in a breach of Project Co’s obligations would be reasonable in the circumstances; and (c) the likely impact on Project Co and/or the Project in the event that Project Co is not relieved from such obligations under the this Agreement.

Without prejudice to the generality of Clause. 11.1, the Contractor undertakes, warrants and represents that: