Without prejudice to the generality of Clause 6 Clause Samples

Without prejudice to the generality of Clause 6. 1.1, the Seller shall, and the Seller Parent undertakes to procure that the Seller shall, during the Interim Period, with respect to the Business: (a) maintain and keep the Acquired Assets in such repair, working order and condition as is necessary for operation of the Business in the ordinary course consistent with past practices; (b) keep in full force and effect insurance comparable in amount and scope of coverage to the insurance that is maintained with respect to the Business as of the Effective Date and not do anything to make any such policy void or voidable, and, immediately upon the occurrence of any insured event or matter covered by insurance, take all commercially reasonable steps to recover payment in full under the relevant insurance policy or from the relevant insurer which carries the risk and take all commercially reasonable steps to repair or reinstate the damaged assets relating to the Business; (c) perform in all material respects all of its obligations under all Contracts, including paying in full all rental and other payment obligations under the Brine Leases that are or become due for payment, pursuant to the terms of the Brine Leases, prior to the Closing, notwithstanding that it may have become customary practice for the Business to make such payments in arrears contrary to the terms of the Brine Leases; (d) maintain the Books in accordance with applicable Law; (e) comply in all material respects with all applicable Laws; (f) confer with the Purchaser concerning operational matters of a material nature and promptly advise the Purchaser in writing of any emergency or other material change in the normal course of business or operations and of any material governmental or any other third party complaints, investigations or hearings or communications; (g) as promptly as practicable intimate the Purchaser of any known Material Adverse Effect; (h) promptly disclose to the Purchaser in writing, upon becoming aware of the same, any matter, event or circumstance (including any omission to act) which may arise or become known to it after the Effective Date and before Closing which constitutes a breach of any of the Seller Warranties; (i) use all commercially reasonable endeavours to collect its accounts receivable in the ordinary course of business and consistent with past practice; (j) pay its accounts payable and employee accruals in the ordinary course of business; (k) file all Tax Returns and pay all Taxes associated with the operation o...
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Without prejudice to the generality of Clause 6. 1, the Service Provider D agrees that, for as long as all dry-bulk vessels owned (directly or indirectly) by CMDB are not transferred to the ownership (direct or indirect) of the Company, the Company may disclose to CMDB or any of its subsidiaries or Affiliates or to any of Costamare Shipping Services Ltd. and Costamare Shipping Company S.A. any product or information provided by the Service Provider D to the Company in the course of providing the Services to the Company under this Agreement.
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Without prejudice to the generality of Clause 6. 1.1 and subject to Clause 6.2, the Seller undertakes to procure that, between the date of this Agreement and Closing, the Company shall not, except as may be required to give effect to and to comply with this Agreement, without the prior written consent of the Purchaser in accordance with Clause 6.3:
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Without prejudice to the generality of Clause 6. 1, the Vendor undertakes to the Purchaser that it shall not at any time prior to Completion without the prior written consent of the Purchaser so far as it affects the Assets- (A) make any change in the conduct of its business as carried on at the date of this Agreement; (B) dispose of or agree to dispose of any item of the Assets; (C) grant or issue or agree to grant or issue any mortgage, charge, debenture or security for money secured over any Asset which will not be discharged on Completion; (D) knowingly do or omit to do anything whereby the condition of the Assets might be adversely affected; (E) permit or suffer any of its insurances in respect of any of the Assets to lapse or do anything which would make any policy of insurance void or voidable; (F) change the terms of employment or increase the remuneration of any of the Employees.
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Without prejudice to the generality of Clause 6. 1, the Seller undertakes to the Mortgages Trustee and binds and obliges itself that, upon the occurrence of any one of the events specified in Clause 6.1(a) to (f) of the Mortgage Sale Agreement, it will within five London Business Days of such occurrence provide such information as is necessary to enable the Mortgages Trustee to complete Scottish Transfers (including all schedules and annexures thereto) in relation to the whole of the Scottish Mortgages comprised within the Scottish Trust Property.
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Without prejudice to the generality of Clause 6. 1.1 and subject to Clause 6.1.3, ▇▇▇▇▇▇▇▇▇ shall procure that, in order to preserve the value of the Three UK Business, between the date of this Agreement and Closing, each Three UK Group Company shall not, except as may be expressly required to give effect to and to comply with this Agreement, without the prior written consent of Vodafone (such consent not to be unreasonably withheld or delayed) undertake any of the actions set out in Schedule 8. For the avoidance of doubt, any of the actions which are carved out or otherwise permitted under Schedule 8 shall in each case only be permitted to the extent not otherwise inconsistent with any of the other covenants, undertakings or obligations expressly provided for in the Transaction Documents.
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Without prejudice to the generality of Clause 6. 1, the Company agrees with the Investors that it will prepare and send to the [Lead Investor (who may distribute such information to the other Investors / those Investors who request it] [(all in such form and detail as is specified by the Lead Investor or as is approved by the Lead Investor)] the information referred to in Schedule 7.
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Without prejudice to the generality of Clause 6. 1, the Government shall conduct a comprehensive review of all areas of the School, which shall include those specified in Schedule V hereto, after five years from Commencement Date, or at any length of period as the Government may think fit.
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Without prejudice to the generality of Clause 6. 1.1 and subject to Clause 6.1.3, ▇▇▇▇▇▇▇▇▇ shall procure that, in order to preserve the value of the Three UK Business, between the date of this Agreement and Closing, each Three UK Group Company shall not, except as may be expressly required to give effect to and to comply with this Agreement, without the prior written consent of Vodafone (such consent not to be unreasonably withheld or delayed) undertake any of the actions set out in Schedule 8. For the avoidance of doubt, any of the actions which are carved out or otherwise permitted under Schedule 8 shall in each case only be permitted to the extent not otherwise inconsistent with any of the other covenants, undertakings or obligations expressly provided for in the Transaction Documents.
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Related to Without prejudice to the generality of Clause 6

  • Guarantor’s Representations and Warranties Guarantor represents and warrants to Lender that (A) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (B) this Guaranty is executed at Borrower’s request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor’s risks under this Guaranty, and Guarantor further agrees that, absent a request for information, ▇▇▇▇▇▇ shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

  • Disclaimer of Other Warranties EXCEPT AS OTHERWISE EXPRESSLY ------------------------------ PROVIDED HEREIN, THE SALE OF THE EQUIPMENT IS HEREBY MADE ON AN "AS-IS WHERE-IS" BASIS. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, WITH RESPECT TO (i) THE EQUIPMENT, INCLUDING, WITHOUT LIMITATION OF THE FOREGOING, ITS SELECTION, QUALITY, DESIGN, CAPACITY, CONDITION, MERCHANTABILITY OR ITS FITNESS FOR USE OR FOR ANY PARTICULAR PURPOSE AND FREEDOM FROM CLAIMS OF COPYRIGHT OR PATENT INFRINGEMENT OR ABSENCE OF OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR NEGLIGENCE, (ii) THE FREEDOM OF THE EQUIPMENT (OR ANY PART OR PORTION THEREOF) FROM ANY LATENT OR OTHER DEFECT (WHETHER OR NOT DISCOVERABLE), (iii)THE COMPLIANCE OF ANY OF THE EQUIPMENT (OR ANY PART OR PORTION THEREOF) WITH ANY APPLICABLE LAWS OR REGULATIONS, (iv) THE CREDITWORTHINESS OF EACH LESSEE OR ANY OTHER PERSON UNDER THE LEASES AND THE TRANSACTION DOCUMENTS, (v) THE COLLECTIBILITY OF ANY AMOUNT UNDER THE LEASES AND ANY OF THE TRANSACTION DOCUMENTS, (vi) THE TAX CHARACTERIZATION OF THE LEASES, OR (vii) THE DUE AUTHORIZATION, EXECUTION AND DELIVERY BY, OR THE ENFORCEABILITY AGAINST, ANY PERSON WHO IS OR HAS BEEN A PARTY TO THE LEASES AND ANY OF THE TRANSACTION DOCUMENTS (WITH THE EXCEPTION OF THE SELLER) AND SELLER HEREBY DISCLAIMS ALL SUCH REPRESENTATIONS AND WARRANTIES.