BY ETHICON Sample Clauses

BY ETHICON. Ethicon shall have the right to inspect and test during normal business hours the facilities used by Omrix to perform the production, testing, packaging, labeling, storage and shipment of the Products, and Omrix's operating procedures and records, for compliance with the Applicable Legal Requirements and other requirements of this Agreement, from time to time during the Term, but no more frequently than twice in any twelve (12) month period, with no less than five (5) weeks advance written notice, and Omrix shall use commercially reasonable efforts to meet the scheduled date, though Ethicon acknowledges that the specific date of such inspection may vary by several days. Omrix shall cooperate with Ethicon's reasonable requests in any such inspection. At its option, Ethicon may conduct an initial inspection within ninety (90) days after the Effective Date. Omrix shall provide Ethicon access to such facilities and reasonable assistance, without charge, to Ethicon's representatives during normal business hours (including any normal shifts) when requested. Omrix shall obtain comparable inspection and testing rights specified in this Section 6.1 from any supplier of raw materials or components incorporated in any Products. Ethicon's inspection and testing, or failure to inspect and/or test, shall not relieve Omrix of any liability for noncompliance or defects. Prior to producing any Products for use in clinical or preclinical trials, Omrix shall remedy any reasonable issues raised by Ethicon during the initial inspection and any subsequent inspections so that Omrix can become and remain in accordance with any Quality Agreement agreed by the Parties. Omrix agrees to consider in good faith all recommendations concerning any material deficiencies and problems found.
Sample 1
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BY ETHICON. Ethicon shall provide Omrix and Regulatory Agencies access to all documents relating to the manufacture of the Ethicon Components relating to this Agreement to the extent required by Applicable Legal Requirements or for Omrix to comply with Applicable Legal Requirements. Ethicon shall allow access during normal business hours to all such documents in Ethicon's possession and to its facilities where services relating to this Agreement are performed, without prior advance notice, for purposes of Regulatory Agency inspections or other requests for access by a Regulatory Agency in connection with Products and in accordance with Applicable Legal Requirements. Ethicon shall provide access to all such documents in any Affiliate's possession and to any facilities of Affiliates where services relating to this Agreement are performed.
Sample 1

Related to BY ETHICON

  • By Executive Executive may terminate his employment at any time, for any reason, upon giving Notice of Termination.

  • Code of Ethics The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Act and will provide the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this Agreement is in effect, the Adviser will provide to the Board of Trustees of the Trust a written report that describes any issues arising under the code of ethics since the last report to the Board of Trustees, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the Adviser has adopted procedures reasonably necessary to prevent "access persons" (as that term is defined in Rule 17j-1) from violating the code.

  • By Company The Company may terminate the Executive’s employment under this Agreement by giving Notice of Termination to the Executive:

  • By Employer With or without Cause (as defined below), Employer may terminate the employment of Employee at any time during the term of employment upon giving Notice of Termination (as defined below).

  • Representations by Executive Executive warrants that Executive is legally competent to execute this Agreement and that Executive has not relied on any statements or explanations made by the Company or its attorneys. Executive acknowledges that Executive has been afforded the opportunity to be advised by legal counsel regarding the terms of this Agreement, including the Release. Executive acknowledges that Executive has been offered at least 21 days to consider this Agreement. After being so advised, and without coercion of any kind, Executive freely, knowingly, and voluntarily enters into this Agreement. Executive acknowledges that Executive may revoke this Agreement within seven days after Executive has signed this Agreement and acknowledges understanding that this Agreement shall not become effective or enforceable until seven days after Executive has signed this Agreement (the “Effective Date”), as evidenced by the date set forth below Executive’s signature on the signature page hereto. Any revocation must be in writing and directed to [_______________]. If sent by mail, any revocation must be postmarked within the seven-day period described above and sent by certified mail, return receipt requested.

  • Representation by Executive Executive hereby represents and warrants to Company that, as of the Effective Date, he is not party to any employment or other agreement or obligation with or to any third party which would preclude him from employment with Company and performing his obligations under this Agreement.

  • By Employee Employee may terminate his employment at any time, for any reason, upon giving Notice of Termination.

  • Release of Claims by Executive (a) Pursuant to Section 11(h) of the Employment Agreement, Executive, with the intention of binding himself and his heirs, executors, administrators and assigns (collectively, and together with Executive, the “Executive Releasors”), hereby releases, remises, acquits and forever discharges the Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), and their past and present directors, employees, agents, attorneys, accountants, representatives, plan fiduciaries, and the successors, predecessors and assigns of each of the foregoing (collectively, and together with the members of the Company Affiliated Group, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including any and all Released Claims (i) arising out of or in any way connected with Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or director), or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable federal, state and local labor and employment laws (including all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”) and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claim:

  • Disclosure to Executive Company has and will disclose to Executive, or place Executive in a position to have access to or develop, Confidential Information and Work Product of Company (or its affiliates); and/or has and will entrust Executive with business opportunities of Company (or its affiliates); and/or has and will place Executive in a position to develop business good will on behalf of Company (or its affiliates). Executive agrees to preserve and protect the confidentiality of all Confidential Information or Work Product of Company (or its affiliates).

  • Assistance by Executive During the period of Executive’s employment by Company and thereafter, Executive shall assist Company and its nominee, at any time, in the protection of Company’s (or its affiliates’) worldwide right, title and interest in and to Work Product and the execution of all formal assignment documents requested by Company or its nominee and the execution of all lawful oaths and applications for patents and registration of copyright in the United States and foreign countries.

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