without prejudice to 和with prejudice to 常用在合同中，分别表示：在不损害什么的规定/情况下，不使受损害 和有损，有偏见。比如：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 hwithout prejudice to 和with prejudice to 常用在合同中，分别表示：在不损害什么的规定/情况下，不使受损害” 和“有损，有偏见”。比如：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表示“在不影响…的情况下”，比如without prejudice to the existing rights 就表示“在不影响既有权利的情况下”。
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 hand.
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 law.
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.
This 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.
This 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.
Within 20 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.
Upon the 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.
The 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:
arising 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:
This 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].
Any right 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.
In 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:
the 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 any such scheme; or
In 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:
In the 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 breach.
it shall 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 Warranties; or
If any of 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 Aluminum.
The right 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.
The 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 purpose. [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.
Within  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  Business Days of the date on which the notice is effective under this Contract.
In the 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.]
Where a 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.
procure 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 to time nominate in writing;
If at any 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 11.
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):
We agree 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.
In connection with its appointment hereunder as administrator, the Administrator shall, without prejudice to the generality of the foregoing:
The 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 thereon).
保管人须不时就根据本协议向其或其所指定的人交付的或由其交付的投资为一切财政税收及其它目的签署所有权证及其它证明书和誓章，须支付规定就投资支付的任何税款（一切该等付款须记入公司帐下），并须根据任何 及其它法律、条约、协议或公约（如有的话）向主管 及其它当局提交申请和报告，以便确保公司有权或可能有权享有关乎该等投资的任何税收特惠或其它特权及利益（包括，在不损害前款规定的一般性的原则下，免除就任何可免税的任何该等投资的转让和（或）交付或与该投资收取的利息及股息有关的税收）。
If in any respect any of the foregoing provisions of this Clause  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.
如各方中的任何一方于成交日在任何方面不能符合本第〔3〕的任何前述条文，则其余各方（公司除外）可（一致行动）自行选择延迟成交〔直至 年 月 日〕为止（以使本条条文适用于如此延迟的成交）。除非其余各方如此延迟成交，否则本〔协议〕〔契据〕须于成交日终止，但不影响任何一方就违约而有权针对任何其它的一方提起的任何申索。
if the 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 [ ] ]) by 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.
如另一股东没有以〔第〔 〕条〕所规定的方式并在〔第〔 〕条〕所规定期间内提出购买退出方的股份，退出方可（在不影响其依据〔第〔 〕条〕向第三方出售其在该等股份的权力的情况下）向董事及另一股东发出书面通知，要求就公司的清盘而召开大会。股东将促使该股东大会在退出方通知后三十日内召开。股东将促使董事首先作出有偿付能力的声明书（如适用的话）。两个股东均应出席或派代表出席该会议或该会议的任何延会；除非两个股东另行协议，否则任何股东除反对押后会议的提议或赞成结束公司业务的决议外，无投票权。
If a 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 right:
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.
If any of 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 Aluminum:
Branding. 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.
The 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.
the 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.
The 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.