1Generally Sample Clauses
1Generally. The Company shall comply and cause the Bank and each of its other Subsidiaries to comply in all material respects with all applicable statutes, rules, regulations, orders and restrictions in respect of the conduct of its business and the ownership of its properties, except, in each case, where such noncompliance would not reasonably be expected to have a Material Adverse Effect on the Company.
1Generally. Except as otherwise provided herein, the Employee shall be entitled to participate in such benefit plans and programs as are from time to time established and maintained for the benefit of the Company's employees, subject to: (i) any eligibility requirements, (ii) the terms and provisions of the plans or programs, and (iii) the Company's personnel policies. The Employee shall also be entitled to participate in such benefit plans that are made available generally to all of the senior executive officers of the Company, subject to:
(i) any eligibility requirements, (ii) the terms and provisions of the plans or programs, and (iii) the Company's personnel policies {36673230;5}
1Generally. The Services shall be provided to, from, or at the AOC Service Locations. Services may not be provided from, to, or at any location other than an AOC Service Location, without the AOC’s written permission provided in advance. AOC Data may not be stored, accessed from, or transmitted outside the United States, without the AOC’s written permission provided in advance. The AOC has the right from time to time to designate certain subsets of AOC Data as being subject to additional storage, access, or transmission restrictions in its sole discretion.
1Generally. This Agreement may not be assigned or transferred by either Party in whole or in part without the prior written consent of the other Party. Notwithstanding the foregoing, either Party shall have the right, without the prior written consent of the other Party, to assign or transfer this Agreement or its rights and obligations hereunder to (i) its Affiliate, or (ii) its successor in interest in connection with a Change of Control. A Party shall notify the other Party in writing of any assignment of this Agreement by such Party within [*] thereof. The terms of this Agreement will be binding upon and will inure to the benefit of the successors, heirs, administrators and permitted assigns of the applicable Party. Any attempted assignment not in accordance with this Section 12.1 shall be void. Any permitted assignee shall assume all assigned obligations of its assignor under this Agreement.
1Generally. Except as otherwise expressly provided in this Agreement, commencing on the Effective Date and continuing throughout the Term, Contractor shall perform:
(a) The Upgrade Project Services and provide the Upgrade Project Deliverables to the AOC, as the same may be modified by written agreement of the Parties pursuant to the Contract Change Control Procedures set forth in Section 7.2;
(b) the Maintenance and Operations Support Services; and
(c) any incidental services, functions or responsibilities not specifically described in this Agreement, but which are required for, and are incidental and related to, the proper performance and delivery of the services identified in (a) and (b) above ((a), (b), and (c) collectively, the “Designated Services”). If the AOC delays in the delivery of any AOC Data Deliverable, then the Parties shall adjust the schedule for Contractor’s performance of its obligations and delivery of the Designated Services, in each case that are dependent on the delivery of the delayed AOC deliverable, forward by no more than the number of days that the AOC delayed; provided, however, that in all events Contractor shall mitigate any potential delay to the maximum extent possible. Contractor shall be required to perform the Services regardless of new, differing or additional information becoming available after the Effective Date that may affect Contractor’s ability to perform; provided, however, that if a key assumption identified in any Statement of Work proves incorrect, and the failure of the assumption to prove correct materially impairs Contractor’s ability to perform a Designated Service obligation hereunder, then the issue shall be managed as a Contractor Contract Change Request requiring the Parties mutual agreement to resolve.
1Generally. Novartis will provide Voyager with written notice (a “Development Milestone Event Notice”) of the achievement of a development milestone event specified in Section 5.4.2 for the first Licensed Product, per Licensed Target, to achieve such milestone event (each, a “Development Milestone Event”). Such notice will be provided within [**] after such Development Milestone Event is achieved; provided that in the case such Development Milestone Event is achieved by a Sublicensee, Novartis’s notice shall be provided within [**] after Novartis receives notice from the corresponding Sublicensee of achieving the Development Milestone Event.
1Generally. Shares of Restricted Stock acquired pursuant to this Agreement shall be subject to a substantial risk of forfeiture until the Vesting Period ends, as provided in the Grant Notice.
1Generally. The Executive’s employment by the Corporation, and the Term, may be terminated at any time (a) by the Corporation with or without Cause, (b) by the Corporation in the event that the Executive has incurred a Disability, (c) by the Executive for any reason, or (d) due to the Executive’s death.
1Generally. Units acquired pursuant to this Agreement shall be subject to a substantial risk of forfeiture until the Vesting Period ends, as provided in the Grant Notice.
1Generally. In the event Executive’s employment with the Company terminates, Executive shall have no right to receive any compensation, benefits or any other payments or remuneration of any kind from the Company, except as otherwise provided by this Section 7, in Section 9 below, in any separate written agreement between Executive and the Company or as may be required by law. In the event Executive’s employment with the Company is terminated for any reason, Executive shall receive the following (collectively, the “Accrued Obligations”): (i) Executive’s Base Salary through and including the effective date of Executive’s termination of employment (the “Termination Date”), which shall be paid on the first regularly scheduled payroll date of the Company following the Termination Date or on or before any earlier date as required by applicable law; (ii) payment for accrued unused vacation time; (iii) payment of any vested benefit due and owing under any employee benefit plan, policy or program pursuant to the terms of such plan, policy or program; and (iv) payment for unreimbursed business expenses subject to, and in accordance with, the terms of Section 5 above, which payment shall be made within 30 days after Executive submits the applicable supporting documentation to the Company, and in any event no later than on or before the last day of Executive’s taxable year following the year in which the expense was incurred.