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& Comsenz Inc.英文合同中without&prejudice&to&的用法
& without prejudice
to with prejudice
不得损害对方根据本合同或法律应享有的其他权利
shall be without prejudice to any other remedies that
each party may have hereunder or under applicable
law。在合同条款中without prejudice to…without prejudice to
the existing rights
Without prejudice to Party B’s rights
to terminate this Agreement
pursuant to Article 11.2, the parties may agree that if, during the
Lease Term, the Premises are in part or in whole :
Without prejudice to any other rights or
remedies which a party
may have under this Agreement, the parties acknowledge and agree
that damages may not be an adequate remedy for any breach of this
Agreement and the remedies of injunction, specific performance and
other non-monetary remedies (in addition to damages) as permitted
by PRC law are appropriate for any threatened or actual breach of
any provision of this Agreement and no proof of special damages
shall be necessary for the enforcement of the rights under this
Clause 18.2.
Any Notice
may be delivered by hand or sent by fax with confirmation receipt
followed by first-class mail posted within 24 hours, or by
overnight courier. Without prejudice to
the foregoing, any Notice shall be deemed to have been
received on the next working day in the place to which it is sent,
if sent by fax, or 72 hours from the time of posting, if sent by
overnight courier, or at the time of delivery, if delivered by
Each right
or remedy of Party A under this Agreement is cumulative and
without prejudice to any other right or
remedy of Party A whether under this Agreement or any
Without prejudice to Clause 8.1, the EJV shall be entitled to terminate
this AGREEMENT if the COMPANY fails to remedy a material breach
within 15 days of receipt of a formal notice containing the
invitation to perform, to be sent by registered mail with
notification of receipt or by fax.
AGREEMENT (together with the documents referred to herein)
represents the entire agreement between the PARTIES in relation to
its subject matter and cancels and supersedes all previous
agreements between the PARTIES, whether written or oral,
without prejudice to the right of
the EJV and/or FERRARI to receive outstanding payments due under
any such agreements.
paragraph is without prejudice to EJV’s
right not to proceed with the delivery and/or to terminate
immediately this AGREEMENT as set out in Clause 8 and claim
compensation for damages.
Business Days after the occurrence of a Forte and Xinyuan
Termination Event, without prejudice to
the accrued rights and liabilities of the Parties, Forte and
Xinyuan may, by notice to CSL,& terminate the CJV
Contract and these Articles and apply to liquidate the CJV and the
provisions of Article 23 shall apply.
Without prejudice to the generality of the
above, CYL, Yongye
Group, Yongye Joint Stock and the EJV shall not make any public
announcements relating to the shareholdings or shareholders of SJL
without the prior written consent of SJL.
occurrence of an Event of Default, without
prejudice to the accrued rights and liabilities of the other
Parties (“Non-defaulting Parties”), the provisions of Article 23
shall apply.
Company shall be terminated according to Wholly Foreign-owned
Enterprise Law and the Implementation Regulation as well as other
relevant law and regulation of PRC.& Additionally
without prejudice the appropriate
context the Company may be terminated upon the unanimous decision
of the Board, written approval of the Investor and approval by the
original examining and approval authority.
Without prejudice to any other remedies available
to the Purchaser, if in
any respect the provisions of Clause 6.1 are not complied with by
the Vendor on the Completion Date the Purchaser may:
proceed to
Completion so far as practicable (without
prejudice to its rights under this Agreement); or
As soon as
practicable after the execution of this Agreement, the parties
shall procure that a notice of transfer relating to the sale and
purchase of the Business is published in accordance with the
provisions of the Transfer of Businesses (Protection of Creditors)
Ordinance.&
Any such notice shall be in the form set out in Schedule [ 13 ] and
shall be given without prejudice to the
rights and obligations of the parties, as against each
other, under this Agreement.
Without prejudice to the
Warranties, the Vendor
shall be responsible for, and shall keep the Purchaser fully and
effectively indemnified against:
out of or in any way connected with the Transferring Employees
during the period when they were in the Vendor’s employ, including
without prejudice to the generality of the
foregoing:
guarantee and indemnity is in addition to and without prejudice to and not in substitution for any
rights or security which the Purchaser may now or hereafter
have or hold for the performance and observance of the obligations,
commitments, undertakings, warranties, indemnities and covenants of
the Vendor under or in connection with this Agreement [or the
Property Agreement].
of rescission conferred upon the Purchaser hereby shall be in
addition to and without prejudice
to all other rights and remedies available to it (and,
without prejudice to the generality of the
foregoing, shall not extinguish any right to damages to
which the Purchaser may be entitled in respect of any breach of
this Agreement) and no exercise or failure to exercise such a right
of rescission shall constitute a waiver by the Purchaser of any
such other right or remedy.
particular and without prejudice to
the generality of the foregoing the Vendor has in relation to the
Business observed all of its obligations in relation to:
provisions of any such Occupational Retirement Scheme relating to
any employees or former employees of the Vendor including,
without prejudice to the generality
of the foregoing, the actuarial assumptions used in connection with
particular, but without prejudice
to the generality of the foregoing,] to execute in our name
and on our behalf (with all such amendments thereto as he shall
deem necessary or desirable):
Without prejudice to the generality of Clause 5.1, Party A shall
collaborate fully with the Company in relation to all material
matters concerning the carrying out of the Existing Business
Activities between the date of this Contract and Completion and
during that period shall procure that in relation to the Existing
Business Activities Party A shall not without the prior written
consent of the Company:
event of a breach of this Contract, without prejudice to the rights of the
non-breaching Party under this Contract, the breaching Party shall
be liable to compensate the non-breaching Party for any losses,
damages, costs, expenses, liabilities or claims that the
non-breaching Party may suffer as a result of such
be found that any of the Warranties was, when given, or will be, or
would be, at Completion (as if they had been given again at
Completion) not complied with or otherwise untrue or misleading,
the Company shall be entitled (in addition to and without prejudice to all other rights or
remedies available to it and its successors in title including the
right to claim damages) by notice in writing to Party A to
terminate this Contract, but failure to exercise this right shall
not constitute a waiver of any other rights of the Company or its
successors in title arising out of any breach of W
the representations and warranties of Yuncheng Aluminum made in
Articles 8.01 and 8.02 hereof are at any time found to be untrue or
incorrect, the Company shall have the right to rescind this
Contract by providing written notice to Yuncheng Aluminum without
liability on its part and without
prejudice to any other rights it may have under the laws of
the People's Republic of China.& Alternatively, the
Company may elect to reduce the Purchase Price in respect of which
any of the representations and warranties of Yuncheng Aluminum are
found to be untrue, misleading or incorrect and/or any damages
incurred by the Company as a result of such breach by Yuncheng
of termination in Clause 17.1 shall not prejudice any Party’s
rights under this Contract and under PRC law to claim against the
other Party for any losses, damages, liabilities, costs and
expenses suffered by it due to the other Party’s breach of
contract, including without limitation, its rights stated in Clause
19.1 hereof.
Interest.& The Borrower shall
with respect to all monies payable under this Deed pay interest
from the due date to the date of payment (as well after as before
any demand or judgment and notwithstanding the liquidation of the
Borrower) at such rates as shall from time to time be charged by
the Lender and upon such terms as may from time to time be agreed
with the Lender and such interest shall be compounded in the event
of it not being punctually paid with monthly rests or as otherwise
determined by the Lender but without
prejudice to the right of the Lender to require payment of
such interest and all such interest shall form part of the monies
hereby secured.
Borrower agrees that the Lender shall (without prejudice to any general or banker’s
lien, right of set-off or any other right to which it may be
entitled) have the right, without notice to the Borrower or any
other person, at any time to set off and apply any credit balance
on any account (whether subject to notice or not and whether
matured or not and in whatever currency) of the Borrower with the
Lender and any other indebtedness owing by the Lender to the
Borrower, against any monies, obligations and liabilities of the
Borrower to the Lender on any other account or in any other respect
whether actual or contingent and the Lender is authorised to
purchase with the monies standing to the credit of any such account
such other currencies as may be necessary for this
[Until payment in full of the Secured Indebtedness the Lender
shall, in addition to any other rights and remedies, have a lien on
all the property and assets of the Borrower from time to time in
the possession of or registered in the name of the Lender or its
nominees (including, but not limited to, all stocks, shares and
marketable or other securities) whether such property and assets
are held for safe custody or otherwise.]
Subject to
Article 10.4 and without prejudice
to any antecedent rights, this Contract shall cease to have
effect as regards any Party who ceases to hold any Equity Interest,
except for those Articles which are expressed to continue in force
after termination of this Contract.
Without prejudice to any other rights or remedies of a Party, the
Parties acknowledge and agree that damages would not be an adequate
remedy for any breach of this Article 26 and the remedies of
prohibitory injunctions and other relief are appropriate and may be
sought for any threatened or actual breach of any such provision
and no proof of special damages shall be necessary for the
enforcement of any Party’s rights under this Article 26.
Without prejudice to the generality of the foregoing, where any Party
provides to the EJV or the other Party documents containing Trade
Secrets it shall mark on the document in a prominent place
“strictly confidential, contains material not to be disclosed,
copied or transmitted to any third party without
permission”.& The General Manager
shall formulate internal rules and regulations for the management
and protection of Trade Secrets which shall be applied by the staff
of the EJV.& Relevant provisions
on the protection of Confidential Information and Trade Secrets
shall be included in each of the EJV’s labour contracts with its
employees.
[20] Business Days after the occurrence of a Party A Termination
Event, without prejudice to the
accrued rights and liabilities of the Parties, Party A may, by
notice to Party B, terminate this Contract, liquidate the EJV and
the provisions of Article 31 shall apply.
Without prejudice to Articles 30, 31 and 32.2, if a Party& (the “Breaching
Party”) or any of its Associated Companies commits a material
breach of a Transaction Document, the other Party (the
“Non-Breaching Party”) may give a notice (a “Default Notice”)
notifying the Breaching Party of its breach and requiring it to be
remedied within [30] Business Days of the date on which the notice
is effective under this Contract.
&303132.230
event of a breach of this Contract, without prejudice to the rights of the Non
Breaching Party set out in Articles 30 and 31, the Breaching Party
shall be liable to compensate the Non Breaching Party for any
[direct or indirect]& losses, damages,
costs, expenses, liabilities or claims that the Non-Breaching Party
may suffer as a result of such breach.]
breach of contract occurs in relation to both this Contract and the
Articles in relation to the same event, the Non-Breaching Party
shall not be entitled to recover twice in relation to the same
event giving rise to the breach, but the foregoing is without prejudice to its rights to recover
(subject to the foregoing) in relation to any separate breach or
repeated or subsequent breaches of the same provision.
Termination of this Contract or dissolution of the EJV for
any cause shall be without prejudice
to the rights and liabilities of the Parties accrued at the
time of termination or dissolution.
that insurance is taken out and maintained on the Equipment, at a
value not less than the full replacement value thereof or the
aggregate of the Rental Payments from time to time outstanding
under this Agreement whichever is the greater, comprehensively
against all loss or damage from whatsoever cause including,
without prejudice to the generality
thereof, any loss, damage or destruction by fire, theft, accident
or special peril and such other risks as the Lessor may from time
time the Equipment or any part thereof or any other risk specified
in sub clause 11.1 is not so insured as aforesaid, or if the Lessee
shall fail to produce any such policy or receipt as aforesaid, the
Lessor shall without prejudice to
its rights in respect of any such breach be entitled, but not
obliged, at the expense of the Lessee to insure the Equipment or
any such other risk and keep them so insured during the period
referred to in this Clause, and the Lessee will pay to the Lessor
on demand any sums expended by the Lessor for such purpose with
interest from the time of the same having been expended until such
payment at the rate specified in sub clause 5.5.
Without prejudice to any other provision of this Agreement the Lessee
agrees to indemnify the Lessor against any loss, liability, damage,
claim, demand or expense whatsoever suffered or incurred by the
Lessor and arising out of or in connection with any failure by the
Lessee to comply with its obligations under this Clause
Intervention by Lessor& If the Lessee fails
to comply with any provision of this Agreement, the Lessor may,
without being in any way obliged to do so or responsible for so
doing and without prejudice to the
right of the Lessor to treat that non compliance as a Termination
Event, effect compliance on behalf of the Lessee, whereupon the
Lessee shall become liable to pay immediately any sums expended by
the Lessor together with all costs and expenses (including legal
costs) in connection therewith.
The Lender
may, without prejudice to its other
rights hereunder, terminate its obligation to make the Facility
available and declare the Loan together with all accrued interest
and other moneys payable under this agreement repayable immediately
(or in accordance with such declaration) at any time after any of
the following events (“Events of Default”) shall have occurred (so
long as the same is continuing):
that you shall (without prejudice
to any general or banker’s lien, right of set-off or any
other right to which you may be entitled) have the right at any
time without notice to set off and apply any credit balance on any
account of us with you (whether subject to notice or not and
whether matured or not and in whatever currency) and any other
indebtedness owing by you to us against our liabilities under this
Counter-indemnity (whether actually or contingently due), and you
are authorised to purchase with the monies standing to the credit
of any such account such other currencies as may be necessary for
this purpose.
connection with its appointment hereunder as administrator, the
Administrator shall, without prejudice
to the generality of the foregoing:
Custodian shall execute ownership and other certificates and
affidavits for all fiscal tax and other purposes from time to time
in connection with Investments delivered to or by it or to its
order under this Agreement and shall pay any taxes which are
required to be paid in connection therewith (all such payments
being debited to the account of the Company) and shall make
applications and reports to the competent&&
&and other
authorities under any &&&and
other laws, treaties, agreements or conventions (if any) in order
to secure any tax or other privileges and benefits to which the
Company is or may be entitled in connection with such Investments
(including, without prejudice to
the generality of the foregoing, to exempt from taxation any
exemptable transfers and/or deliveries of any such Investments or
in connection with the collection of interest and dividends
respect any of the foregoing provisions of this Clause [3] is not
complied with on the Completion Date by any of the Parties, the
remaining Parties (other than the Company) may (acting unanimously)
at their option defer Completion [until&&&
] (and so that the provisions of this Clause shall apply to
Completion as so deferred).& Unless such remaining
Parties so defer Completion, this [Agreement] [Deed] shall
terminate on the Completion Date, but without prejudice to any claim which any Party
may have against any other Party for breach of contract.
other Shareholder does not offer to purchase the Leaver’s Shares in
the manner and within the period provided in [Article [& ]], the Leaver may
(without prejudice to its rights to
sell such Shares to a third party pursuant to [Article [
notice in writing to the Directors and to the other Shareholder
require a general meeting to be convened for the purpose of winding
up the Company.& The Shareholders will
procure that such a general meeting be convened within thirty days
of the Leaver’s notice.& The Shareholders will
procure that the Directors first make a declaration of solvency (if
applicable).& Both Shareholders
shall attend or be represented at such meeting or at any
adjournment thereof and no Shareholder shall be entitled to vote
otherwise than against a proposal to adjourn the meeting or in
favour of the resolution for the winding up of the Company unless
both Shareholders otherwise agree.
Termination Notice is given pursuant to Clause 11.1, the
Shareholder not in default (in this Clause hereinafter referred to
as the “Beneficiary”) shall (without
prejudice to its other rights and remedies) have the
Without prejudice to its rights to terminate the employment contract of a
Seconded Employee in circumstances justifying dismissal, Yuncheng
Aluminum shall use all endeavors to procure that the Seconded
Employees will at all times during the Transition Period be
employed by Yuncheng Aluminum pursuant to their respective
employment contracts.& Yuncheng Aluminum
will furnish the Company with a copy of any notice of termination
of the employment contract given to or received from a Seconded
Employee promptly after such notice has been given or received, as
the case may be.
the following events occurs, the Company shall, without prejudice to its other rights under
this Agreement or at law, be entitled to terminate this Agreement
by giving at least ten (10) days’ prior written notice to Yuncheng
Upon delivery, the Equipment shall not feature any names (including
manufacturer’s name), logos, corporate color schemes, branding or
any advertising marks, paraphernalia or identifications
(collectively the “Branding”). Without
prejudice to the generality of the provisions on
confidentiality set forth herein, Supplier shall have no right to &
and shall not - advertise or otherwise disclose or publicize its
lease of the Equipment to BOB, at any time.
Supplier acknowledges that BOB has entered into this Agreement
taking into account the Supplier’s expertise and skill in the
design and manufacturing of the specialized broadcasting Equipment
including ancillary equipment suitable for the Intended Purpose,
and agrees that it (the Supplier) shall not assign, delegate or
subcontract its rights or obligations hereunder to any third party
without the explicit prior written consent of BOB. To the extent as
necessary for performance of this Agreement, the Supplier shall
have the right to assign, subcontract or sublicense its rights or
obligations, in part or in whole, provided that such assignment,
sub-contract or sub-license shall be without any material prejudice
to BOB and is promptly notified to BOB by Supplier. BOB may cancel
this Agreement for cause should Supplier attempt to make an
unauthorized assignment of this Agreement or any right or
obligation arising hereunder.
BOBBOBBOBBOBBOB
Operator shall have the right to terminate this Agreement by giving
twenty (20) Business Days’ notice sent by registered mail with
return receipt requested without prejudice
to any other right or remedy.
arbitral tribunal shall have the authority to make such orders
granting interim or provisional relief during the pendency of the
arbitration as it deems just and equitable. Any such order shall be
without prejudice to the final
determination of the controversy.
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