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In the event of any breach by any Seller of any of the warranties in sub-clauses 5.1(a) to 5.1(g), inclusive (including for the avoidance of doubt, any breach after the Completion Date to the extent that it results from an action, omission or agreement made prior to Completion), in relation to that Seller or its Affiliates, that Seller shall pay to the Buyer on demand an amount in cash equal to the amount of any payment or other financial benefit received by it or its Affiliates from the relevant Group Company as a result of such breach.
No Locked Box Claim may be made against a Seller unless notice of such Locked Box Claim, complying with the provisions of paragraph 3.2 of Schedule 7, is served on that Seller in writing as soon as reasonably practicable after the Buyer becomes aware that it is reasonably likely to have a Locked Box Claim and, in any event, within six months following the Completion Date.
Except to the extent otherwise expressly permitted by this Agreement, the parties shall not make any public announcement or issue a press release or respond to any enquiry from the press or other media concerning or relating to this Agreement or its subject matter or any ancillary matter, unless the form and content of such announcement or press release have been submitted to, and agreed by, the other parties to this Agreement.
Notwithstanding any other provision in this Agreement, either the Sellers or the Buyer may, after consultation with the other parties whenever practicable, make or permit to be made an announcement concerning or relating to this Agreement or its subject matter or any ancillary matter if and to the extent required by: Each of the Sellers and the Buyer hereby undertakes that it shall both during and after the term of this Agreement preserve the confidentiality of the Non-Disclosable Information and, except to the extent otherwise expressly permitted by this Agreement, not directly or indirectly reveal, report, publish, disclose or transfer or use for its own or any other purposes such Non-Disclosable Information.
Each of the restrictions in clause 11.1 is separate, distinct and severable and is to be construed separately from the other restrictions and shall be enforceable independently of each of the others and its validity shall not be affected if any of the others is invalid.
If any of those restrictions is void but would be valid if some part of the restrictions were deleted the restriction in question shall apply with such modification as may be necessary to make it valid.
The Sellers shall not (if a claim is made against any of them in connection with the sale of the Shares to the Buyer) make any claim against any Group Company or against any director, employee, agent or officer of any Group Company on whom any of the Sellers may have relied before agreeing to any term of this Agreement or authorising any statement in the Disclosure Letter.
Any payment made by any of the Sellers to the Buyer in respect of any Claim and in respect of any Locked Box Claim shall be deemed to be a reduction in the Consideration paid by the Buyer to that Seller for the Shares sold by him under this Agreement to the extent legally possible.
However, in the event that any such restriction shall be found to be void or unenforceable but would be valid or enforceable if some part or parts thereof were deleted or the period or area of application reduced, each of the Warrantors and the Graphite Entities hereby agrees that such restriction shall apply with such modification as may be necessary to make it valid.
Without prejudice to any other rights or remedies that the Buyer may have for the Warrantors' or the Graphite Entities' breach of this clause 11, each party to this Agreement acknowledges and agrees that damages alone may not be an adequate remedy for any breach by the Warrantors or the Graphite Entities (as the case may be) of the provisions of this clause 11, and that the remedies of injunction and specific performance as well an any other equitable relief for any threatened or actual breach may be more appropriate remedies.
Any purported assignment, transfer, sub contracting, delegation, charging or dealing in contravention of this clause shall be ineffective.
Except as otherwise stated in this Agreement, each of the parties to this Agreement shall pay its own costs and expenses in relation to the negotiation, preparation, execution, performance and implementation of this Agreement and each document referred to in it and other agreements forming part of the transaction, save that this clause shall not prejudice the right of any party to this Agreement to seek to recover its costs in any litigation or dispute resolution procedure which may arise out of this Agreement.