Amendments and Clarifications Sample Clauses

Amendments and Clarifications. The Project Company and Xxxxxx Xx Xxxxxxx and Xxxxx Agusta Xxxxxxx wish to make the amendments reflected in Schedule C. As consideration for the changes reflected herein Project Company shall pay Assignee the consideration set forth in Schedule D.
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Amendments and Clarifications. The Parties hereby acknowledge and agree that (a) Xxxxx agrees to be bound by the terms and conditions of the Confidentiality Agreement as if it were originally a party thereto; (b) the term of the Confidentiality Agreement is amended such that it shall not terminate until the later of (i) five (5) years after the termination of the business relationship between the parties to the Confidentiality Agreement on its original terms or (ii) ten (10) years following the Term (as defined in the License Agreement); (c) the terms of this Agreement and the transactions contemplated hereunder, and any information exchanged hereunder shall be deemed “Confidential Information” for purposes of the Confidentiality Agreement and any use or disclosure thereof shall be governed by this Agreement; (d) (i) Xxxx shall have the right to disclose the Confidential Information of Xxxxx relating to Finished Product to the extent reasonably necessary for Xxxx to fulfill its obligations hereunder, and (ii) Xxxxx shall have the right to disclose Confidential Information of Xxxx relating to the ANDAs or Finished Product to the extent reasonably necessary for Xxxxx to exercise its rights under Section 11.3, including Schedule 11.3, or 12.3; in each case (x) notwithstanding the last sentence of paragraph 1 of the Confidentiality Agreement and (y) provided that Xxxx or Xxxxx, as the case may be, has obtained appropriate undertakings of confidentiality from the recipient of such Confidential Information and shall be liable for any breach by such recipient of such undertakings; and (e) the legal department of each Party shall be permitted to retain one copy of the other Party’s Confidential Information solely for archival purposes, notwithstanding paragraph 5 of the Confidentiality Agreement. Each Party acknowledges that any and all other information provided to it by the other Party or its representatives concerning such other Party and its Affiliates shall remain subject to the terms and conditions of the Confidentiality Agreement after the date hereof and the Effective Date.
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Amendments and Clarifications. The parties agree upon Xxxxx amendments and clarifications, as follows: 4.3.1. On the subject of Annex 1: • It is hereby clarified that for the purpose of Annex 1, the Hospital is designated as “Buyer”. • Amendment to clause 1.3 of Annex 1. Clause shall be replace by the following: Orders as per clause 1.4 hereunder are accepted and Novartis Gene Therapies Products are supplied only on condition that the Buyer is validly authorised to administer the Novartis Gene Therapies Product, or cause the Novartis Gene Therapies Product to be administered. In this sense, in order to allow Novartis Gene Therapies to comply with its obligations as holder of a wholesale dealer license, or a manufacturer’s license, or as distributor and supplier of medicinal products to statutory or public health authorities (e.g. in Ireland, the Health Service Executive (‘HSE’)) or to others, or to comply with its obligations as employer of employees who provide services and support to customers of Novartis Gene Therapies, or to comply with the requirements of applicable law, the Seller shall, on its own costs and with 5 days in-advance written notification, and only in serious and well-grounded cases, have the right to audit whether the Buyer complies with the provisions of this Agreement. The Buyer shall provide the Seller with necessary cooperation and allow access to relevant materials and documents or Products in accordance with applicable laws. The Seller may appoint third person to perform the audit. The Buyer shall accept the appointment and shall provide the third person with the same cooperation as the Seller shall be entitled to under this Agreement, provided the third party shall be committed by the Seller to confidentiality with regard to Confidential Information of both Parties. In case the audit reveals the breach of this Agreement by the Buyer, the Seller is entitled to compensation of costs of the audit. • Amendment to clause 1.8 of Annex 1: The place of delivery of the Product to the Hospital (DAP) will be hospital pharmacy of FN Motol, Department of cytostatic central preparation and this will be stated on each Order Form (Annex 3). • It is hereby clarified that section 2.1, sixth sentence of Annex 1 is to be understood as follows: “the Buyer shall bear the entire risk of damage or loss as from the moment of delivery at the place of destination DAP”. • Amendment to clause 2.1 of Annex 1: The sentence “Without prejudice to this, Novartis Gene Therapies reserves the rig...
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Amendments and Clarifications. 2.1 The Parties agree that if any judicial or regulatory authority of competent jurisdiction determines (or has determined) that BA is not required to furnish any service or item or provide any benefit to telecommunications carriers otherwise required to be furnished or provided to Community hereunder, then BA may, at its sole option, avail itself of any such determination by providing written notice thereof to Community. 2.2 Notwithstanding anything to the contrary contained in this Agreement, the Parties agree that BA shall only be required to provide Combinations and any services related to its provision of Combinations to the extent (a) required by Applicable Law or (b) mutually agreed to by the Parties in writing after the date hereof. 2.3 For the avoidance of doubt, the Parties acknowledge and agree that the term "Dedicated Transport", as described in Part II, Section 2.9.5.2 of Appendix 1 hereto, does not include within its definition transmissions between locations that include subscriber premises. 2.4 The reciprocal compensation provisions set forth in this Agreement do not apply to Internet-bound traffic because such traffic is not local traffic. 2.5 The entry into, filing and performance by BA of this Agreement does not in any way constitute a waiver by BA of any of the rights and remedies it may have to seek review of any of the provisions of the Separate Agreement, or to petition the Department, other administrative body or court for reconsideration or reversal of any determination made by any of them, or to seek review in any way of any portion of this Agreement in connection with Community's election under Section 252(i) of the Act.
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Amendments and Clarifications. 1.01 Article II “Definitions,” Section 2.01 of the Agreement shall hereafter read as follows:
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Amendments and Clarifications. The provisions of this MOA may require future modifications. Accordingly, at the request of either EM or RW, the parties shall negotiate and, to the extent mutually agreed, amend this agreement as necessary or proper to reflect their respective interest, or to reflect changing statutory or legislative direction or to accommodate new DOE SNF or HLW processing technologies/methods.
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Amendments and Clarifications. The Amended Agreement is amended and/or clarified (as applicable) in the manner set out in the Schedule to this letter on and from the date on which this letter is signed by both parties as set out below.
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Related to Amendments and Clarifications

  • Amendments and Modifications Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in his, her or its capacity as a holder of the shares of capital stock of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.

  • Amendments and Supplements The Company shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and in compliance with the provisions of the Securities Act until all Registrable Securities and other securities covered by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Registration Statement or such securities have been withdrawn.

  • Amendments; Modifications This Agreement may not be modified, altered or amended except by an agreement in writing executed by all of the parties hereto.

  • Amendments and Waivers (a) If the ICANN Board of Directors determines that an amendment to this Agreement (including to the Specifications referred to herein) and all other registry agreements between ICANN and the Applicable Registry Operators (the “Applicable Registry Agreements”) is desirable (each, a “Special Amendment”), ICANN may adopt a Special Amendment pursuant to the requirements of and process set forth in this Section 7.6; provided that a Special Amendment may not be a Restricted Amendment. (b) Prior to submitting a Special Amendment for Registry Operator Approval, ICANN shall first consult in good faith with the Working Group regarding the form and substance of such Special Amendment. The duration of such consultation shall be reasonably determined by ICANN based on the substance of the Special Amendment. Following such consultation, ICANN may propose the adoption of a Special Amendment by publicly posting such amendment on its website for no less than thirty (30) calendar days (the “Posting Period”) and providing notice of such proposed amendment to the Applicable Registry Operators in accordance with Section 7.9. ICANN will consider the public comments submitted on a Special Amendment during the Posting Period (including comments submitted by the Applicable Registry Operators). (c) If, within one hundred eighty (180) calendar days following the expiration of the Posting Period (the “Approval Period”), the ICANN Board of Directors approves a Special Amendment (which may be in a form different than submitted for public comment, but must address the subject matter of the Special Amendment posted for public comment, as modified to reflect and/or address input from the Working Group and public comments), ICANN shall provide notice of, and submit, such Special Amendment for approval or disapproval by the Applicable Registry Operators. If, during the sixty (60) calendar day period following the date ICANN provides such notice to the Applicable Registry Operators, such Special Amendment receives Registry Operator Approval, such Special Amendment shall be deemed approved (an “Approved Amendment”) by the Applicable Registry Operators, and shall be effective and deemed an amendment to this Agreement on the date that is sixty (60) calendar days following the date ICANN provided notice of the approval of such Approved Amendment to Registry Operator (the “Amendment Effective Date”). In the event that a Special Amendment does not receive Registry Operator Approval, the Special Amendment shall be deemed not approved by the Applicable Registry Operators (a “Rejected Amendment”). A Rejected Amendment will have no effect on the terms and conditions of this Agreement, except as set forth below. (d) If the ICANN Board of Directors reasonably determines that a Rejected Amendment falls within the subject matter categories set forth in Section 1.2 of Specification 1, the ICANN Board of Directors may adopt a resolution (the date such resolution is adopted is referred to herein as the “Resolution Adoption Date”) requesting an Issue Report (as such term is defined in ICANN’s Bylaws) by the Generic Names Supporting Organization (the “GNSO”) regarding the substance of such Rejected Amendment. The policy development process undertaken by the GNSO pursuant to such requested Issue Report is referred to herein as a “PDP.” If such PDP results in a Final Report supported by a GNSO Supermajority (as defined in ICANN’s Bylaws) that either (i) recommends adoption of the Rejected Amendment as Consensus Policy or (ii) recommends against adoption of the Rejected Amendment as Consensus Policy, and, in the case of (i) above, the Board adopts such Consensus Policy, Registry Operator shall comply with its obligations pursuant to Section 2.2 of this Agreement. In either case, ICANN will abandon the Rejected Amendment and it will have no effect on the terms and conditions of this Agreement. Notwithstanding the foregoing provisions of this Section 7.6(d), the ICANN Board of Directors shall not be required to initiate a PDP with respect to a Rejected Amendment if, at any time in the twelve (12) month period preceding the submission of such Rejected Amendment for Registry Operator Approval pursuant to Section 7.6(c), the subject matter of such Rejected Amendment was the subject of a concluded or otherwise abandoned or terminated PDP that did not result in a GNSO Supermajority recommendation. (e) If (a) a Rejected Amendment does not fall within the subject matter categories set forth in Section 1.2 of Specification 1, (b) the subject matter of a Rejected Amendment was, at any time in the twelve (12) month period preceding the submission of such Rejected Amendment for Registry Operator Approval pursuant to Section 7.6(c), the subject of a concluded or otherwise abandoned or terminated PDP that did not result in a GNSO Supermajority recommendation, or (c) a PDP does not result in a Final Report supported by a GNSO Supermajority that either (A) recommends adoption of the Rejected Amendment as Consensus Policy or (B) recommends against adoption of the Rejected Amendment as Consensus Policy (or such PDP has otherwise been abandoned or terminated for any reason), then, in any such case, such Rejected Amendment may still be adopted and become effective in the manner described below. In order for the Rejected Amendment to be adopted, the following requirements must be satisfied: (i) the subject matter of the Rejected Amendment must be within the scope of ICANN’s mission and consistent with a balanced application of its core values (as described in ICANN’s Bylaws); (ii) the Rejected Amendment must be justified by a Substantial and Compelling Reason in the Public Interest, must be likely to promote such interest, taking into account competing public and private interests that are likely to be affected by the Rejected Amendment, and must be narrowly tailored and no broader than reasonably necessary to address such Substantial and Compelling Reason in the Public Interest; (iii) to the extent the Rejected Amendment prohibits or requires conduct or activities, imposes material costs on the Applicable Registry Operators, and/or materially reduces public access to domain name services, the Rejected Amendment must be the least restrictive means reasonably available to address the Substantial and Compelling Reason in the Public Interest; (iv) the ICANN Board of Directors must submit the Rejected Amendment, along with a written explanation of the reasoning related to its determination that the Rejected Amendment meets the requirements set out in subclauses (i) through (iii) above, for public comment for a period of no less than thirty (30) calendar days; and (v) following such public comment period, the ICANN Board of Directors must (a) engage in consultation (or direct ICANN management to engage in consultation) with the Working Group, subject matter experts, members of the GNSO, relevant advisory committees and other interested stakeholders with respect to such Rejected Amendment for a period of no less than sixty (60) calendar days; and (b) following such consultation, reapprove the Rejected Amendment (which may be in a form different than submitted for Registry Operator Approval, but must address the subject matter of the Rejected Amendment, as modified to reflect and/or address input from the Working Group and public comments) by the affirmative vote of at least two-­‐thirds of the members of the ICANN Board of Directors eligible to vote on such matter, taking into account any ICANN policy affecting such eligibility, including ICANN’s Conflict of Interest Policy (a “Board Amendment”). Such Board Amendment shall, subject to Section 7.6(f), be deemed an Approved Amendment, and shall be effective and deemed an amendment to this Agreement on the date that is sixty (60) calendar days following the date ICANN provided notice of the approval of such Board Amendment to Registry Operator (which effective date shall be deemed the Amendment Effective Date hereunder). Notwithstanding the foregoing, a Board Amendment may not amend the registry fees charged by ICANN hereunder, or amend this Section 7.6. (f) Notwithstanding the provisions of Section 7.6(e), a Board Amendment shall not be deemed an Approved Amendment if, during the thirty (30) calendar day period following the approval by the ICANN Board of Directors of the Board Amendment, the Working Group, on the behalf of the Applicable Registry Operators, submits to the ICANN Board of Directors an alternative to the Board Amendment (an “Alternative Amendment”) that meets the following requirements: (i) sets forth the precise text proposed by the Working Group to amend this Agreement in lieu of the Board Amendment; (ii) addresses the Substantial and Compelling Reason in the Public Interest identified by the ICANN Board of Directors as the justification for the Board Amendment; and (iii) compared to the Board Amendment is: (a) more narrowly tailored to address such Substantial and Compelling Reason in the Public Interest, and (b) to the extent the Alternative Amendment prohibits or requires conduct or activities, imposes material costs on Affected Registry Operators, or materially reduces access to domain name services, is a less restrictive means to address the Substantial and Compelling Reason in the Public Interest. Any proposed amendment that does not meet the requirements of subclauses (i) through

  • Supplements and Amendments Prior to the Distribution Date and subject to the next to last sentence of this Section 26, the Company may, by resolution of its Board of Directors and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing Common Stock. From and after the Distribution Date and subject to the next to last sentence of this Section 26, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), or (iv) to shorten or lengthen any time period hereunder; provided, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iv) of this sentence, (A) a time period relative to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made which changes the Redemption Price, the Final Expiration Date, the Purchase Price, or the number of Preferred Stock Fractions for which a Right is exercisable. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock.