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deepika - December 7, 2022

Full Textual Content Of “the Times , 1976, Uk, English”

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No indemnifying get together shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which can’t be settled in all respects by the cost of money and which settlement includes a statement or admission of fault or culpability on the a part of such indemnified celebration or does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified celebration of a launch from all legal responsibility in respect to such declare or litigation. Insofar as the Claim or expense arises out of or relies upon an unfaithful assertion or alleged untrue assertion or omission or alleged omission made in such submitting in reliance upon and in conformity with data furnished in writing to the Company by such Holder expressly for use therein. The Company shall indemnify the Underwriters, their officers and administrators and each one who controls such Underwriters to the same extent as supplied in the foregoing with respect to the indemnification of the Holder.

Ardagh has made available to GHV true, correct and full copies of all materials income tax returns filed by or with respect to all AMP Entities for tax years ending on or after December 31, 2017. All material Tax Returns required to have been filed by or with respect to the AMP Entities and the AMP Business have been timely filed and such Tax Returns are true, appropriate and full in all material respects. Of the Ardagh Disclosure Schedule, the consent of, consultation of, rendering of formal advice by, issuance of notice to, or making of any filing with, any Employee Representative Body or any Governmental Authority is not required for Ardagh to enter into this Agreement or to consummate the Transactions. There is not any pending or, to the Knowledge of Ardagh, threatened strike, slowdown, work stoppage, lockout or, as of the date hereof, any material labor dispute or other materials collective bargaining dispute with respect to the AMP Business.

References to “writing”, “written” and comparable phrases refer to printing, typing and other technique of reproducing phrases in a visible type. Further, the Company represents and warrants that this Agreement supersedes some other registration rights settlement or agreement with similar terms and conditions among the parties thereto and within the occasion of a battle between any such agreement or agreements and this Agreement, the phrases of this Agreement shall prevail. If any time period or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of regulation, or public coverage, all other conditions and provisions of this Agreement shall nevertheless wasted useless digital ad campaigns remain in full force and effect as long as the economic or legal substance of the transactions contemplated herein isn’t affected in any method materially opposed to any party hereto. Upon such determination that any time period or different provision is invalid, unlawful or incapable of being enforced, the events hereto shall negotiate in good faith to switch this Agreement so as to effect the unique intent of the parties hereto as intently as possible in a mutually acceptable manner in order that the transactions contemplated herein be consummated as initially contemplated to the fullest extent possible.

GHV has established and maintains disclosure controls and procedures (as outlined in Rule 13a-15 beneath the Exchange Act) that are designed to guarantee that materials info relating to GHV is made identified to GHV’s principal govt officer and its principal financial officer, particularly in the course of the durations by which the periodic reviews required underneath the Exchange Act are being ready. To the Knowledge of GHV, such disclosure controls and procedures are efficient in well timed alerting GHV’s principal executive officer and principal financial officer to material information required to be included in GHV’s periodic reviews required underneath the Exchange Act. To the Knowledge of Ardagh, besides as wouldn’t be materials to the AMP Business, taken as an entire, as of the date of this Agreement, there have been no breaches, security incidents, misuse of or unauthorized entry to or disclosure of any Personal Information in the possession or management of any of the AMP Entities or, with respect to the AMP Business, Ardagh or any of its other Affiliates, or collected, used or processed by or on behalf of any of the AMP Entities or, with respect to the AMP Business, Ardagh or any of its different Affiliates. None of the AMP Entities or, with respect to the AMP Business, Ardagh or any of its other Affiliates, has offered or been legally required to supply any notices to any Person in connection with a disclosure of any Personal Information. None of the AMP Entities or, with respect to the AMP Business, Ardagh or any of its different Affiliates, has acquired any written discover of any Action, investigation or inquiry initiated by some other Person pending or, to the Knowledge of Ardagh, threatened in writing related to the violation of any Privacy Laws, applicable privacy policies, or contractual commitments with respect to any Personal Information. To the Knowledge of Ardagh, besides as would not be material to the AMP Business, taken as a whole, as of the date of this Agreement, there aren’t any information or circumstances that would moderately type the idea of any such discover or declare.

Each GHV Material Contract is in full pressure and impact and, to the Knowledge of GHV, is legitimate and binding upon and enforceable in opposition to each of the events thereto, besides insofar as enforceability could also be limited by the Enforceability Exceptions. GHV holds all Permits needed beneath relevant Laws for the conduct of its business as presently carried out and is in compliance with the phrases of such Permits, besides where the failure to have or to be in compliance with such Permits would not have a GHV Material Adverse Effect. As of the date of this Agreement, no Action is pending or, to the Knowledge of GHV, threatened, in search of the revocation or cancellation of any such Permit relating to its business, except as would not have a GHV Material Adverse Effect.

In addition, the Company can pay its internal expenses , the expense of any annual audit or quarterly evaluation, the expense of any liability insurance obtained by the Company and the bills and fees for listing the securities to be registered on each securities exchange. The Holders receiving discover of a Blackout Period shall maintain the confidentiality of the existence of a Blackout Period. In connection with any notice of a Blackout Period, the Company could not ship any materials private information, and, for avoidance of doubt, solely the receipt of notice of a Blackout Period without extra information shall not constitute materials personal data. ” means the prospectus included in any Registration Statement, as supplemented by any and all prospectus dietary supplements and as amended by any and all post-effective amendments and together with all material incorporated by reference in such prospectus. ” means an untrue statement of a cloth fact or an omission to state a cloth fact required to be stated therein, or essential to make the statements therein not misleading. ” means a day apart from a Saturday or Sunday or any other day on which banks positioned in New York, New York, or Luxembourg City, Luxembourg are required or licensed by legislation to be closed for enterprise.

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