ADDITIONAL COVENANTS, REPRESENTATIONS AND WARRANTIES. 10.1 Notwithstanding anything to the contrary set forth in this Agreement, Generator shall not at any time have any obligation to sell Coal to Producer under this Agreement, or to purchase Refined Coal or Untreated Coal from Producer under this Agreement, and Producer shall not have any obligation to purchase Coal from Generator under this Agreement, or to sell Refined Coal to Generator under this Agreement, in any case unless and until Generator shall have obtained from any relevant Coal vendors any consents or approvals regarding such sales or purchases that may be required, in Generator’s good faith judgment, under the Generator Coal Contract(s) with those vendors (each a “Coal Vendor Consent”). Generator agrees to use commercially reasonable efforts to obtain any required Coal Vendor Consent to the extent not secured prior to the Effective Date.
10.2 Throughout the Term and for a period of two years following the expiration or termination of this Agreement for any reason, Producer agrees to maintain in the strictest of confidence and secrecy, and not to use for any purpose other than the exercise of its rights and the discharge of its obligations under this Agreement, all data, records and other information of Generator or associated with the Plant or the operation thereof, in any form or medium, that may have been or may hereafter be disclosed by Generator or its employees or agents to Producer or its employees, agents or contractors, in each case unless such data, records or other information becomes in the public domain through no fault of Producer. Producer shall cause its employees and agents to abide by the covenants set forth in this Section 10.2. Notwithstanding the foregoing, Producer shall be entitled to disclose such data, records or other information of Generator to Producer’s employees, agents and contractors who have a need to know the same for Producer’s exercise of its rights and discharge of its obligations under this Agreement, to potential “Permitted Transferees” (as defined in Section 14.14), and to potential equity investors who may succeed to Producer’s rights and interests in the Facility and may enter into one or more agreements with Generator to license the Facility Site and operate the Facility on that site, in each case so long as such person(s) or entities are then bound to a comparable agreement of confidentiality in favor of Producer. Each Party recognizes that Generator may not have an adequate remedy at law and may be ir...
ADDITIONAL COVENANTS, REPRESENTATIONS AND WARRANTIES. 6.1 AD represents that AOL has represented to it that AOL has approximately 32 million impressions per year on the Health Main Page. This represents the number of times per year that an AOL user enters the Health Main Page screen each year.
6.2 AD represents that AOL has represented to it that IntelliHealth, an AOL Health Main Page Anchor Tenant without real time medical services, is running 2.5 - 3.0 million page impressions per month.
6.3 AD represents that the users of the Health Main Page and the Anchor Tenants of the Health Main Page are within a demographic group from which volunteers of the nature needed by PRWW are typically found.
6.4 AD represents that it is an anchor tenant the AOL Health Main Page. AD anticipates more than 500,000 users in its first month of operations as an Anchor Tenant on AOL's Health Main Page based upon discussions with AOL and representatives of other Health Main Page Anchor Tenants.
6.5 AD shall use its best efforts to perform the Services hereunder pursuant to the highest standards in the industry.
6.6 AD will designate and at all times use its best efforts to maintain its facility, equipment and service personnel in a manner necessary to provide the Services to PRWW as contemplated in this Agreement.
6.7 AD shall designate and maintain at all times a specific contact person located at the offices of AD who will have primary responsibility to respond, or facilitate the response, to telephone requests for Service by PRWW.
6.8 AD represents, warrants, covenants and agrees that AD's personnel performing hereunder are and shall be skilled in the providing of the Services.
6.9 AD represents, warrants, covenants and agrees that it has in effect, and shall use its best efforts to establish and maintain in effect during the term of this Agreement, all hardware, software, firmware and other intellectual property license and support agreements (including, without limitation, those agreements necessary to secure access to and use of new release levels, amendments, improvements and updates to such hardware, software, firmware and other intellectual property) as are necessary to lawfully and properly provide the Services.
6.10 AD represents, warrants, covenants and agrees that it currently, and shall for the term of this Agreement, strictly enforce any material rights, warranties, licenses and other benefits accruing to it under each of its agreements with third parties whose goods or services are utilized in the providing of the Se...
ADDITIONAL COVENANTS, REPRESENTATIONS AND WARRANTIES. 1. Except for disclosure required by applicable law, neither Party shall make any public announcement or otherwise disclose the terms of this Termination Agreement or make any representation concerning this Termination Agreement to any third party without the prior written consent of the other party, which consent shall not be unreasonably withheld. Aspen has notified Novartis that Aspen shall be required to file this Termination Agreement as a material contract, but shall take all reasonable steps to seek confidential treatment for the competitive or proprietary information in this Termination Agreements that it has the right to seek under the U.S. securities laws and the Freedom of Information Act. In addition, absent the express, written, consent of an officer of the owning Party, and except as otherwise provided in this Termination Agreement, neither party shall have the right to use any trade name, trademark, service xxxx, product name, company name, logo or other identifying information belonging to the other Party in publicity activities including, but not limited to, press releases, written publications, or interviews with representatives of any written publication television station or network, or radio station or network, such consent shall not be unreasonably withheld. Any Party seeking the other Party’s consent and authorization to participate in publicity activities must provide the Party from whom consent is sought with a minimum of five (5) working days to review, revise, approve or deny the proposed publicity materials. Failure to obtain express, written, consent prior to engaging in publicity activities referenced in this Section E.1. shall constitute a breach of this Termination Agreement. Likewise, failure to provide a five-day review period as described in this Section E.1. shall constitute a breach of this Termination Agreement.
2. By executing this Termination Agreement, each Party for themselves and their respective Releasees, represent and warrant that each of them has the right and authority to enter into and accept the terms and covenants of this Termination Agreement, and that no third party has or claims an interest in any claim released by this Termination Agreement.
3. Each Party, for themselves and their respective Releasees, acknowledge that this Termination Agreement shall be a complete defense to any claim that is subject to the terms hereof, consent to the entry of a temporary or permanent injunction, whether affirmative ...
ADDITIONAL COVENANTS, REPRESENTATIONS AND WARRANTIES. Broker/Consultant further warrants and represents that it shall, upon request from the County, prove the County each of the items listed hereinbelow:
i. Profile: The firm's financial stability and resources, disclose any lawsuit or litigation and the result of that action resulting from:
(a) any project undertaken by the proposer or by its subcontractors or affiliates where litigation is still pending or has occurred within the last ten (10) years; or (b) any type of project where claims or settlements were paid by the proposer or its insurers within the last ten (10) years.
ADDITIONAL COVENANTS, REPRESENTATIONS AND WARRANTIES of the Initial Lender The Initial Lender hereby covenants, represents and warrants to the Borrower as of the Closing Date as follows:
ADDITIONAL COVENANTS, REPRESENTATIONS AND WARRANTIES. All of the agreements, covenants, representations and warranties made by the Borrower in the Revolving Loan and Security Agreement dated March 31, 1997 between the Borrower and the Bank as amended by (i) the Consent and Amendment thereto dated December 5, 1997, (ii) the Second Amendment thereto dated as of November 30, 1998, and (iii) the letter waiver and amendment dated March 8, 1999 (such agreement, as so amended and as the same may be further amended from time to time in the future, the "Credit Agreement") and the other Loan Documents (as such term is defined in the Credit Agreement) are deemed incorporated herein in their entirety as if fully and completely set forth herein. All capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement. For the avoidance of doubt, Borrxxxx xxxnowledges (i) all terms and provisions of the Credit Agreement incorporated by reference into this Note shall be so incorporated as such terms exist as of the date hereof and shall remain so incorporated herein irrespective of the termination or expiration of the Credit Agreement and (ii) the Obligations hereunder shall be secured, guaranteed and otherwise supported by the Loan Documents and Collateral referred to therein.
ADDITIONAL COVENANTS, REPRESENTATIONS AND WARRANTIES. At the time of execution of this Agreement, at the time of execution of each SOW, and during the providing of services, Contractor covenants, represents, and warrants to ABGIL as follows:
ADDITIONAL COVENANTS, REPRESENTATIONS AND WARRANTIES. All of the agreements, covenants, representations and warranties made by the Borrower in the Revolving Loan and Security Agreement dated March 31, 1997 between the Borrower and the Bank as the same may be amended from time to time (the "Credit Agreement") and the other Loan Documents (as such term is defined in the Credit Agreement) are deemed incorporated herein in their entirety as if fully and completely set forth herein. All capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement. For the avoidance of doubt, Borrxxxx xxxnowledges all terms and provisions of the Credit Agreement incorporated by reference into this Note shall be so incorporated as such terms exist as of the date hereof and shall remain so incorporated herein irrespective of the termination or expiration of the Credit Agreement.
ADDITIONAL COVENANTS, REPRESENTATIONS AND WARRANTIES. 1. Not later than February 6, 2004, Licensee, CIBA and their respective affiliates shall transmit a letter, in substantially the form attached hereto as Exhibit D, to each party listed on Exhibit E attached hereto, informing such party of the termination of the License Agreement. Licensee, CIBA or their respective affiliates shall provide Licensor with copies of such letters not later than 30 days after their transmittal.
2. Except as may be required in connection with the services to be performed by Licensee, CIBA and their respective affiliates hereunder, commencing on the Effective Date and continuing thereafter, Licensee, CIBA and their respective affiliates shall cease to use any of the Products, Patent Rights, Know How and Trademarks, including, without limitation, the PresVIEW trademark. Licensee, CIBA and their respective affiliates hereby agree that any unauthorized use or continued use of such after the Effective Date shall constitute irreparable harm subject to legal and injunctive relief.
3. Licensee, CIBA and their respective affiliates shall, at all times, preserve in confidence any and all information furnished to Licensee, CIBA and their respective affiliates by Licensor, Refocus and their respective affiliates on a confidential basis, and shall not disclose or otherwise disseminate such information to any individual or entity without Licensor's prior written consent, except as may be required by law. The Secrecy Agreement, dated as of August 21, 2001, by and between RAS Holding Corp. and CIBA Vision Corporation, as amended by the License Agreement (collectively, the "Secrecy
ADDITIONAL COVENANTS, REPRESENTATIONS AND WARRANTIES
