Certain Acknowledgments and Agreements. Each Subsidiary Loan Party not a party to the Credit Agreement hereby acknowledges the provisions of Section 2.17 of the Credit Agreement and agrees to be bound by such provisions with the same force and effect, and to the same extent, as if such Subsidiary Loan Party were a party to the Credit Agreement.
Certain Acknowledgments and Agreements. (i) We have discussed, and you recognize and acknowledge the competitive and proprietary aspects of the business of the Company.
(ii) You further acknowledge and agree that, during the course of your performing services for the Company, the Company will furnish, disclose or make available to you Confidential Information related to the Company’s business and that the Company may provide you with unique and specialized training. You also acknowledge that such Confidential Information and such training have been developed and will be developed by the Company through the expenditure by the Company of substantial time, effort and money. You acknowledge that such Confidential Information and training, if used by you to compete with the Company, will cause irreparable harm to the Company. You also acknowledge that the Company has a legitimate business interest in protecting its Confidential Information.
(iii) You acknowledge that the Company is engaged in the research, development or commercialization of agents to affect memory, cognitive abilities or any related neurological or psychiatric function (the “Field of Interest”) and that any engagement by you, directly or indirectly, in the Field of Interest will be deemed competitive. You further acknowledge that the foregoing description is not exclusive and that the Company’s products and services and planned products and services will change from time to time without notice to you and without formal amendment of this Agreement.
Certain Acknowledgments and Agreements. Each Subsidiary Guarantor hereby acknowledges the provisions of Sections 2.16 and 9.10 of the Credit Agreement and agrees to be bound by such provisions with the same force and effect, and to the same extent, as if such Subsidiary Guarantor were a party to the Credit Agreement. Each Subsidiary Guarantor hereby agrees that the provisions of Section 9.24 of the Credit Agreement shall apply, mutatis mutandis, to such Subsidiary Guarantor and, in furtherance thereof, makes each of the acknowledgements and agreements made in such Section by the Borrower.
Certain Acknowledgments and Agreements. Xxxxxxx recognizes and acknowledges the competitive and proprietary nature of Amedica’s business operations. Xxxxxxx acknowledges and agrees that a business will be deemed competitive with Amedica if it engages in a line of business in which it develops, manufactures or sells any products provided or offered by Amedica or any similar products, or products fulfilling the same function, in the Field of Interest (such business to be referred to as a “Competitive Business”).
Certain Acknowledgments and Agreements. (i) You recognize and acknowledge the competitive and proprietary nature of the Company's business operations. You acknowledge and agree that a business will be deemed competitive with the Company if it engages in a line of business in which it performs any of the services, conducts research, or develops, manufactures or sells any products provided or offered by the Company or under development by the Company, or any similar products or products fulfilling the same function, whether or not similar, in the Field of Interest (such business to be referred to as a "competitive business"). The term "Field of Interest" currently means the field of diagnosis, prevention or treatment of diseases or conditions in humans relating to central nervous system and inflammation disorders. You further understand that the Company may expand the definition of its Field of Interest at any time by action of its Board of Directors, which new definition will be binding upon you ten (10) days after written notice to you of such change.
Certain Acknowledgments and Agreements. (i) We have discussed, and you recognize and acknowledge the competitive and proprietary aspects of the business of the Company.
(ii) You will devote your full time and efforts to the business of the Company and, during the period of your employment with the Company (the "Term") and for a period of twenty-four (24) months following termination of your employment (whether such termination is voluntary or involuntary), shall not participate, directly or indirectly, in any capacity, in any business which is competitive with the Company without the prior written consent of the Company. You acknowledge and agree that a business will be deemed competitive with the Company if it conducts research, performs any of the services or manufactures or sells any of the products provided or offered by the Company or if it performs any other services and/or engages in the production, manufacture, distribution or sale of any product that may be purchased in lieu of purchasing services performed or products produced, manufactured, distributed or sold by the Company within the Field of Interest (as defined below) at any time during the period of your employment with the Company.
(iii) You further acknowledge and agree that, during the course of your employment with the Company, the Company will furnish, disclose or make available to you confidential and proprietary information related to the Company's business and that the Company may provide you with unique and specialized training. You also acknowledge that such confidential information and such training have been developed and will be developed by the Company through the expenditure by the Company of substantial time, effort and money and that all such confidential information and training could be used by you to compete with the Company.
Certain Acknowledgments and Agreements. The Borrower expressly acknowledges and agrees that, without limiting any other right of the Administrative Agent or any Lender under any Loan Document, the Administrative Agent shall be permitted to make one or more Protective Advances pursuant to Section 2.13 of the Credit Agreement during the Waiver Period to the same extent that the Administrative Agent would be permitted to do so if the waiver described in Section 1 had not been granted.
Certain Acknowledgments and Agreements. (i) You recognize and acknowledge the competitive and proprietary nature of the Company's business operations. You acknowledge and agree that a business will be deemed competitive with the Company if it engages in a line of business in which it performs any of the services, conducts research, or develops, manufactures or sells any products provided or offered by the Company or under development by the Company, or any similar products or products fulfilling the same function, whether or not similar, in the Field of Interest (such business to be referred to as a "competitive business"). The term "Field of Interest" currently means the field of diagnosis, prevention or treatment of diseases or conditions in humans relating to central nervous system and diseases treated with serotonergic agents. You further understand that the Company may expand the definition of its Field of Interest at any time by action of its Board of Directors, which new definition will be binding upon you ten (10) days after written notice to you of such change.
Certain Acknowledgments and Agreements. The Company acknowledges that WRH+Co has been retained solely as an advisor to the Company, and not as an agent of the Company or an advisor to or agent of any other person, and that the Company’s engagement of WRH+Co is as an independent contractor and not in any fiduciary or other capacity. WRH+Co may, to the extent it deems appropriate, render the services hereunder through one or more of its affiliates. Neither this engagement, nor the delivery of any advice in connection with this engagement, is intended to confer rights upon any persons not a party hereto (including security holders, employees and creditors of the Company) as against WRH+Co or its affiliates or their respective directors, officers, agents and employees. It is expressly understood and agreed that WRH+Co is not undertaking to provide any advice relating to legal, regulatory, accounting or tax matters. In furtherance thereof, the Company acknowledges and agrees that (a) it and its affiliates have relied and will continue to rely on the advice of its own legal, tax and accounting advisors for all matters relating to the Transaction, and all other matters and (b) neither it, nor any of its affiliates, has received, or has relied upon, the advice of WRH+Co or any of its affiliates regarding matters of law, taxation or accounting.
Certain Acknowledgments and Agreements. (i) We have discussed, and you recognize and acknowledge the competitive and proprietary aspects of the business of the Company.
(ii) You understand and acknowledge that the Company will be engaged in the research, development, manufacture, licensing or use of potential drugs directed against specific targets (such as genes, proteins, enzymes or other biological molecules) selected by the Company (“Company Targets”), including without limitation chemistry, pre-clinical studies, bio-marker discovery and clinical studies. You acknowledge that the Company will be free to select Company Targets in its sole discretion, and that the business of the Company may change over the course of your engagement and that this Agreement shall remain in full force and effect and shall apply to the Company’s business and Company Targets as they exist at any time during your engagement.
(iii) You further acknowledge that, during the course of your performing services for the Company, the Company will furnish, disclose or make available to you Confidential Information (as defined below) related to the Company’s business. You also acknowledge that such Confidential Information have been developed and will be developed by the Company through the expenditure by the Company of substantial time, effort and money and that all such Confidential Information could be used by you to compete with the Company. You also acknowledge that if you become employed or affiliated with any competitor of the Company in violation of your obligations in this Agreement, it is inevitable that you would disclose the Confidential Information to such competitor and would use such Confidential Information, knowingly or unknowingly, on behalf of such competitor. Further, in the course of your engagement, you will be introduced to customers and others with important relationships to the Company. You acknowledge that any and all “goodwill” created through such introductions belongs exclusively to the Company, including, without limitation, any goodwill created as a result of direct or indirect contacts or relationships between you and any customers of the Company.
(iv) For purposes of this Agreement, “Confidential Information” means confidential and proprietary information of the Company, whether in written, oral, electronic or other form, including but not limited to, information and facts concerning business plans, customers, future customers, suppliers, licensors, licensees, partners, investors, affiliates ...
