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Without prejudice to the obligations Sample Clauses

Without prejudice to the obligationsÌýof the Borrower hereunder, the Lender shall not be obliged to concern itself with the application of amounts raised by the Borrower hereunder.
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Without prejudice to the obligationsÌýof the BR under this agreement and specifically the service of acting as a mediator between the company and the prospective clients for the conclusion of a financial transaction,
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Without prejudice to the obligationsÌýof Dynavax under this Agreement, the members of the management of GmbH, being [ * ] , shall co-sign this Agreement for acknowledgement of this Agreement and thereby waiving any rights they may have against RBNV in relation to the Equity Rights.
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Without prejudice to the obligationsÌýof the Borrower under Clause 3.1, the Bank shall not be obliged to concern itself with the application of amounts raised by the Borrower hereunder.
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Without prejudice to the obligationsÌýof the Borrower so to indemnify the Lender on demand, the Lender shall in good faith take reasonable and proper steps diligently to seek recovery of the deposited amount from the Seller's Bank (provided that prior to taking such action the Borrower shall have agreed to indemnify the Lender for all costs and expenses which may be incurred in seeking recovery of such amount, including, without limitation, all legal fees and disbursements reasonably and properly incurred) and if the Lender shall recover any part of the deposited amount (and provided that it has previously recovered full indemnification under Clause 2.10(a)(iv)) the Lender shall, so long as no Continuing Event of Default has occurred, pay to the Borrower the amount so recovered after subtracting any tax suffered or incurred thereon or Expenses incurred by the Lender.
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Without prejudice to the obligationsÌýof the Borrower under Clause 2.2, neither the Agent, the Arrangers nor the Lenders nor any of them shall be obliged to investigate or concern themselves with the use or application of amounts raised by the Borrower hereunder.
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Without prejudice to the obligationsÌýof the Borrower under Clause 2.2, the Lender shall not be under any obligation to concern itself with the application of the Loan.
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Without prejudice to the obligationsÌýof the Appointee arising by law during the Employment or at any time thereafter, the Appointee shall not, except with the prior written authority of the Board or under legal process, use for his own purpose or disclose to any third party and shall use his best endeavors to prevent the publication or disclosure of any information relating to the business, prospective business, technical process, systems, procedures, finances, designs, inventions, price lists or lists of customers and suppliers of any member of the Group (both current and those who were customers or suppliers during the previous two years) which comes into his possession by virtue of the Employment, and which the relevant member of the Group regards, or could reasonably be expected to regard, as confidential or commercially valuable.
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Related to Without prejudice to the obligations

  • Conditions to the Obligations of the Parties The obligations of each Party to consummate the Transactions shall be subject to the satisfaction or written waiver (where permissible) by the Company and CCTS of the following conditions: (a) the applicable waiting period (and any extension(s) thereof) relating to the Transactions shall have expired or been terminated and any other applicable Consent shall have been obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Law; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case preventing the consummation of the Transactions, shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (c) the Registration Statement/Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under the Securities Act and shall remain in effect with respect to the Registration Statement/Proxy Statement, and no Proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Required CCTS Shareholder Approval shall have been obtained; (i) Holdco’s initial listing application with Nasdaq in connection with the Transactions shall have been approved such that, immediately following the Closing, Holdco shall satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco shall not have received any notice of non-compliance therewith, and (iii) the Holdco Shares and Holdco Warrants to be issued in connection with the Transactions shall have been approved for listing on Nasdaq, subject to official notice of issuance; (f) after giving effect to the Transactions (including the CCTS Shareholder Redemption), Holdco shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that the condition set forth in this Section â€�7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders Meeting.

  • Conditions to the Obligations of the Seller Each and every obligation of the Seller under this Agreement shall be subject to the satisfaction, on or before the Closing Date, of each of the following conditions unless waived in writing by the Seller:

  • Conditions to the Obligations of the Sellers Each and every obligation of the Sellers under this Agreement shall be subject to the satisfaction, on or before the Closing Date, of each of the following conditions unless waived in writing by the Sellers:

  • Conditions to the Obligations of the Purchaser The obligations of the Purchaser under this Agreement shall be subject to the satisfaction of each of the following conditions unless waived in writing by the Purchaser:

  • CONDITIONS TO THE OBLIGATIONS OF EACH PARTY. The obligations of the Company and Silicon Graphics to consummate this Agreement are subject to the satisfaction or waiver (where permissible) of the following conditions: (a) the Amended and Restated Certificate of Incorporation shall have become effective in accordance with the General Corporation Law of the State of Delaware; (b) no Governmental Entity or court of competent jurisdiction located or having jurisdiction in the United States shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award (an "Order") which is then in effect and has the effect of making the Recapitalization or the transactions contemplated by this Agreement illegal or otherwise prohibiting consummation of the Recapitalization or the transactions contemplated by this Agreement; (c) the shares of Class A Common Stock to be issued in the Recapitalization shall have been approved for quotation on the Nasdaq National Market, subject to notice of issuance; (d) a registration statement on Form 8-A (the "REGISTRATION STATEMENT") registering the Class A Common Stock under the Exchange Act shall have become effective upon filing with the Securities and Exchange Commission ("SEC") and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC; and (e) all consents, approvals and authorizations legally required to be obtained to consummate this Agreement shall have been obtained from and made with all Governmental Entities, except for such consents, approvals and authorizations the failure of which to obtain would not have a material adverse effect on the ability of the Company or Silicon Graphics to consummate the transactions contemplated hereby. SECTION 6.02.