Certain Rights and Limitations. 3.1 All Confidential Information shall remain the property of Aegerion. The provision of Confidential Information hereunder shall not transfer any right, title or interest in such information to Recipient. Aegerion does not grant Recipient any express or implied right to or under Aegerion’s or another party’s patents, copyrights, trademarks, trade secret information or other proprietary rights.
3.2 Recipient shall not remove, overprint or deface any notice of confidentiality, copyright, trademark, logo, legend or other notices of ownership or confidentiality from any originals or copies of Confidential Information it obtains from Aegerion.
3.3 This Agreement imposes no obligations on either party to exchange any Confidential Information or to purchase, sell, license, transfer or otherwise transact in any technology, services or products.
3.4 Confidential Information disclosed by the parties under this Agreement may be subject to export controls under the laws of the United States. Each party shall comply with such laws and agrees not to knowingly export, re-export or transfer Confidential Information of the other party without first obtaining all required United States authorizations or licenses.
3.5 All tangible embodiments of the Confidential Information of Aegerion (e.g., drawings, memoranda and notes) and all copies thereof, whether in hard-copy or machine-readable form and whether supplied by Aegerion or made by or for Recipient (collectively, the “Tangible Embodiments”), shall at all times be and remain the exclusive property of Aegerion.
3.6 Recipient shall provide upon Aegerion’s request a certification that access and use is being controlled in accordance with this Agreement. Aegerion shall have the right to audit to verify compliance with this Agreement.
Certain Rights and Limitations. (a) No monetary amount shall be payable by Parent or the Company to any member of the Buyer Group with respect to the indemnification of any claims pursuant to Section 14.1(a) with respect to representations and warranties contained in Article VI (other than Sections 6.3, 6.7 and 6.22) until the aggregate amount of Damages actually incurred by the Buyer Group with respect to such claims exceeds $75,000 in the aggregate, in which event Parent and the Company shall be responsible for the excess amount of such Damages. No monetary amount shall be payable by Buyer to any member of the Parent Group with respect to the indemnification of any claims pursuant to Section 14.2(a) with respect to representations and warranties contained in Article VI I (other than Section 7.5) until the aggregate amount of Damages actually incurred by the Parent Group with respect to such claims exceeds $75,000 in the aggregate, in which event Buyer shall be responsible for the excess amount of such Damages.
(b) No monetary amount shall be payable by Parent or the Company to any member of the Buyer Group with respect to the indemnification of any claims pursuant to Section 14.1(a) with respect to representations and warranties contained in Article VI (other than Sections 6.3, 6.7 and 6.22) once the aggregate amount of Damages actually paid to the Buyer Group with respect to such claims is equal to (i) one-half of the total aggregate value of the consideration to be paid by Buyer under this Agreement if Parent or the Company had no knowledge, as of the Closing, of the breach of warranty or representation for which indemnification is sought; or (ii) the total aggregate value of the consideration to be paid by Buyer under this Agreement if Parent or the Company had knowledge, as of the Closing, of the breach of warranty or representation for which indemnification is sought. No monetary amount shall be payable by Buyer to any member of the Parent Group with respect to the indemnification of any claims pursuant to Section 14.2(a) with respect to representations and warranties contained in Article VII (other than Section 7.5) once the aggregate amount of Damages actually paid to the Parent Group with respect to such claims is equal to (i) one-half of the total aggregate value of the consideration to be paid by Buyer under this Agreement if Buyer had no knowledge, as of the Closing, of the breach of warranty or representation for which indemnification is sought; or (ii) the total aggregate ...
Certain Rights and Limitations. In place of the rights afforded to Members pursuant to Section 18-305(a) of the Act or elsewhere in the Act and except as expressly provided for in this Agreement or in management rights letters entered into between a Member and the Company, each holder of Units shall have only the right to such information regarding the Company (including books, records, business, results of operation, condition (financial or otherwise)) that the Board, determines, in its sole discretion shall be provided or made available. Exhibit A shall be kept on file at the Company and no Member shall have a right to access Exhibit A. All Members shall have the right to receive from the Chairman upon request a copy of the Certificate and of this Agreement, as amended from time to time.
Certain Rights and Limitations. (a) All Confidential Information shall remain the property of Monopar. The provision of Confidential Information hereunder shall not transfer any right, title or interest in such information to Recipient. Monopar does not grant any express or implied right to Recipient to or under Monopar’s patents, copyrights, trademarks, trade secret information or other proprietary rights.
(b) Recipient agrees to adhere to all applicable laws and regulations relating to the export of technical data received hereunder.
(c) This Agreement imposes no obligations on either party to purchase, sell, license, transfer or otherwise transact in any technology, services or products. This Agreement does not create any agency or partnership relationship between the parties hereto.
(d) All information disclosed hereunder is without representation or warranty of any kind whatsoever, including without limitation, any representation or warranty as to accuracy or completeness, whether express or implied.
Certain Rights and Limitations. 11.4.1. Excluding with respect to claims for fraud, no monetary amount shall be payable by the Company to any member of the Parent Group with respect to the indemnification of any claims pursuant to SECTION 11.1, until the aggregate amount of Damages actually incurred by the Parent Group with respect to such claims exceeds $1,000,000 (the "DEDUCTIBLE") in the aggregate, after which point the Parent Group shall be entitled to indemnity for Damages in excess of $500,000. In no event shall Damages relating to any single claim for indemnification pursuant to Section 11.1 constitute Damages, and therefore shall not be applied toward the Deductible to be indemnifiable hereunder, unless such Damages relating to any single claim for indemnification pursuant to SECTION 11.1 exceed $50,000.
11.4.2. The amount of Damages for which indemnification is provided under this Agreement will be reduced to take account of any Tax benefit realized by the Indemnitee arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax benefit, the Indemnitee will be deemed to be subject to the applicable Federal, state, local and/or local country income Taxes at the maximum statutory rate then in effect. Any indemnity payment made pursuant to this Agreement will be treated as an adjustment to the purchase price for Tax purposes.
11.4.3. Notwithstanding anything to the contrary in this Agreement, except in the event of fraud or intentional misrepresentation, the maximum aggregate Liability for Damages arising under SECTION 11.1 hereof shall be limited to the Escrow Funds. Except with respect equitable relief for post-closing covenants, the remedies set forth in SECTION 11 are intended and shall be construed so as to be the sole and exclusive remedy after the Closing which any member of the Parent Group may have arising out of or related to this Agreement or the transactions contemplated herein.
11.4.4. Notwithstanding anything to the contrary contained in this Agreement, no party to this Agreement shall be liable to another party to this Agreement for punitive, indirect, or consequential damages hereunder.
11.4.5. The amount to which an Indemnitee may become entitled under this SECTION 11 shall be net of any amounts actually recovered by an Indemnitee under or pursuant to any insurance policy, indemnity, reimbursement arrangement or contract with respect to the claim giving raise to such entitlement (an "ALTERNATIVE ARRANGEMENT"). To the extent that...
Certain Rights and Limitations. 3.1 The Receiving Party will provide upon the Disclosing Party’s request a certification that access and use is being controlled in accordance with this Agreement.
3.2 The provision of Proprietary Information hereunder shall not transfer any right, title or interest in such information to Receiving Party. Disclosing Party does not grant any express or implied right to Receiving Party to or under Disclosing Party’s patents, copyrights, trademarks, trade secret information or other proprietary rights.
3.3 All tangible embodiments of the Proprietary Information of the Disclosing Party (e.g., drawings, memoranda and notes) and all copies thereof, whether in hard-copy or machine-readable form and whether supplied by the Disclosing Party or made by or for the Receiving Party (collectively, the “Tangible Embodiments”), shall at all times be and remain the property of the Disclosing Party.
3.4 The Receiving Party shall not reverse-engineer, decompile, or disassemble any software or firmware disclosed or provided to it under this Agreement and shall not remove, overprint or deface any notice of confidentiality, copyright, trademark, logo, legend or other notices of ownership or confidentiality from any originals or copies of Proprietary Information it obtains from the Disclosing Party.
Certain Rights and Limitations. 3.1 The parties hereto are independent of one another and this Agreement does not create any agency, partnership or similar relationship between the parties hereto. CEDC acknowledges that neither the Recipient nor any of its affiliates, nor its or their Representatives, will be deemed to have made any representation or warranty or commitment with respect to the Purpose except as may be set forth in one or more final, legally binding definitive agreements. Except as otherwise provided by CEDC, the Recipient (i) acknowledges that neither CEDC nor any of its Representatives make any representation or warranty hereunder, either express or implied, as to the truth, accuracy or completeness of any Confidential Information, provided, however, that CEDC, the CEDC Group and any of their Representatives shall use good faith efforts to ensure that all Confidential Information furnished to Recipient hereunder is true, accurate and complete to the best of their knowledge, and (ii) agrees, to the fullest extent permitted by law that in the absence of fraud or willful misconduct on their part neither CEDC nor any of its Subsidiaries or Representatives shall have any liability to the Recipient or its Representatives on any basis (including, without limitation, in contract, tort, under federal or state securities laws or otherwise) as a result of the review by the Recipient or its Representatives or the use of the Confidential Information by the Recipient or its Representatives in accordance with the provisions of this Agreement.
3.2 The Recipient agrees that, upon written request by CEDC, all Confidential Information (and all copies, summaries and notes of the contents or parts thereof) and all Company property received by the Recipient shall, as soon as reasonably practicable, be either returned to CEDC or, to the extent technically practicable, destroyed (at the Recipient’s or its Representatives’ option), except that Recipient and its Representatives may retain copies of Confidential Information as is required to comply with applicable law or regulation or professional standards or internal compliance requirements. The Recipient’s obligations under Section 2 hereof shall survive the return of such tangible embodiments of Confidential Information until termination of this Agreement. Notwithstanding anything to the contrary in this Agreement, neither Recipient nor any of its Representatives shall be required to delete electronically stored Confidential Information to the...
Certain Rights and Limitations. 8.5.1 The treatment of any Tax costs or Tax benefits to any party as a result of any indemnification payment(s) pursuant to this Article VIII shall be as set forth in the Tax Matters Agreement.
8.5.2 Notwithstanding anything to the contrary herein, no party shall be entitled to assert any right to indemnification under this Article VIII unless, and until, the Closing shall have occurred.
Certain Rights and Limitations. 3.1 All Confidential Information shall remain the property of Disclosing Party. The provision of Confidential Information hereunder shall not grant or transfer any right, title or interest in such information to Receiving Party, except for the limited rights granted in Section 2.1. Disclosing Party does not grant any express or implied right to Receiving Party to or under Disclosing Party’s or another party’s patents, copyrights, trademarks, trade secret information, or other proprietary rights.
3.2 Confidential Information disclosed by the parties under this Agreement may be subject to export controls under the laws of the United States. Each Party will comply with such laws and agrees not to knowingly export, re-export or transfer Confidential Information of the other Party without first obtaining all required United States authorizations or licenses.
3.3 This Agreement imposes no obligations on either Party to exchange any Confidential Information or to purchase, sell, license, transfer or otherwise transact in any technology, services or products.
3.4 The Receiving Party shall not reverse-engineer, decompile, or disassemble any technology disclosed to it under this Agreement without the prior written consent of the Disclosing Party and shall not remove, overprint or deface any notice of confidentiality, copyright, trademark, logo, legend or other notices of ownership or confidentiality from any originals or copies of Confidential Information it obtains from the Disclosing Party.
3.5 For purposes of the rights and benefits under this Agreement, including (but not limited to) with respect to the definition of “Confidential Information” in Section 1, above, the phrase “Disclosing Party”, when used to describe StoryBuilt, will be deemed to include, where applicable, StoryBuilt’s affiliates, directors, officers, members, employees, agents and joint venturers (collectively, the “StoryBuilt Parties”) such that the Confidential Information of any of the StoryBuilt Parties will be equally protected under this Agreement.
Certain Rights and Limitations. (1) In the event of termination of the Fund all of the assets of the Fund shall be used for the benefit of Members and Retired Members or their beneficiaries under the Fund, and for no other purpose. Each Member, and each Retired Member or his designated beneficiary in receipt of a retirement allowance, shall be entitled to such proportionate part of the assets of the Fund as the reserve required for his benefits bears to the total reserves required under the Fund as determined by the Retirement Board on the basis of actuarial valuation. The Retirement Board may require all such Members and Retired Members or designated beneficiaries to withdraw such amounts in cash or in the form of immediate or deferred annuities, as it may determine.
(2) The establishment of the Fund shall not be construed as conferring any legal rights upon any employee or other person for a continuation of employment, nor shall it interfere with the rights of the Authority to discharge any employee and to treat him without regard to the effect which such treatment might have upon him as a Member of the Fund.
(3) The Authority or the Union or any other union shall have no liability for the payment of the benefits under the Fund, nor shall they have any liability for the administration of the Fund or of the assets paid over to the Fiduciary, and each Member and Retired Member or other beneficiary under the Fund shall look solely to the assets of the Fund for any payments or benefits under the Fund.
(4) In the event of the death of a Member or Retired Member who is not survived by a person designated to receive any return of his contributions, or in the event that the Retirement Board shall find that a Retired Member or other person entitled to a retirement allowance is unable to care for his affairs because of illness or accident, any benefit payments due may, unless claim shall have been made therefor by a duly appointed guardian, conservator or legal representative of his estate, be paid by the Retirement Board to the spouse, a child, a parent, or other blood relative, or to any person deemed by the Retirement Board to have incurred expense for such deceased or Retired Member, or other person entitled to a retirement allowance and any such payments so made shall be a complete discharge of the liabilities of the Fund therefor, anything herein to the contrary notwithstanding.
