Common use of CLOSING PROVISIONS Clause in Contracts

CLOSING PROVISIONS. 13.1. This Agreement shall enter into effect from the moment of signing hereof and shall remain in effect until one of the following dates, whichever is earlier: 13.1.1. The expiration of the term of office of the Board Member as a member of the Board of the Company; or 13.1.2. The revocation of the Board Member from the Board of the Company or revocation of the whole Board of the Company; or 13.1.3. The resignation of the Board Member or his/her inability to continue to perform the duties; or 13.1.4. The termination of the performance by the Board Member of the duties as a member of the Board of the Company on other grounds. 13.2. The provisions of the Agreement regarding intellectual property, confidentiality, compensation of damages, settlement, applicable law, and resolution of disputes shall survive the expiration of this Agreement. 13.3. The Board Member shall undertake upon request of the Company to transfer to the Company, not later than on the day of the expiration of the Agreement, (a) all documents possessed by him/her that were received in a hard copy form during the performance of the activities (including but not limited to correspondence, notifications, agreements, and other documents as well as computer disks, memory keys and cards, software, and other optically or electronically readable information media which were transferred to him by the Company under the deed of transfer and acceptance) that constitutes commercial secret and/or confidential information of the Company; as well as (b) all passwords (except for electronic passwords or passwords transferred in the form of electronic correspondence), keys, stamps, credits cards, property and other items owned by the Company or possessed by the Company on other grounds that were transferred to the Board Member for possession and/or use in relation to his/her activities in the Board of the Company. At the written request of the Company, the Board Member shall undertake to provide a written confirmation of the proper fulfilment of the obligations provided for in this paragraph. 13.4. Any amendments or supplements to this Agreement must be made in writing and duly signed by both Parties. 13.5. The interpretation, application of this Agreement and its terms and conditions as well as the resolution of issues related to its infringement, validity, or invalidity shall be governed by the law of the Republic of Lithuania. 13.6. All disputes, disagreements or claims arising from this Agreement or in relation to this Agreement as well as to violation, termination or validity hereof shall be resolved by means of negotiations. If the Parties fail to amicably settle a dispute within 30 (thirty) calendar days, the dispute shall be finally settled at Vilnius Court of Commercial Arbitration according to the Regulations of the Court. The seat of the Court of Arbitration shall be Vilnius. The number of arbitrators shall be three. The language of arbitration shall be Lithuanian. 13.7. If any provision of the Agreement is fully or partially invalid or becomes invalid due to its contradiction to the applicable legal acts or due to any other reason, the remaining provisions of this Agreement shall remain in effect to the full extent. In this case, the Parties shall conduct bona fide negotiations and aim at replacing the aforementioned fully or partially invalid provision with another valid provision which, to the extent possible, would allow achieving the same legal and economic result as the provision of this agreement, which would be replaced in this way. 13.8. Neither of the Parties may transfer any of its rights or obligations under this Agreement. 13.9. This Agreement is being executed in 2 (two) counterparts in the Lithuanian language, with 1 (one) counterpart to be handed to each Party.

Appears in 2 contracts

Samples: Board Member Agreement, Board Member Agreement

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CLOSING PROVISIONS. 13.1. This Agreement shall enter into effect from the moment of signing hereof and shall remain in effect until one of the following dates, whichever is earlier: 13.1.1. The expiration of the term of office of the Board Member as a member of the Board of the Company; or 13.1.2. The revocation of the Board Member from the Board of the Company or revocation of the whole Board of the Company; or 13.1.3. The resignation of the Board Member or his/her inability to continue to perform the duties; or 13.1.4. The termination of the performance by the Board Member of the duties as a member of the Board of the Company on other grounds. 13.2. The provisions of the Agreement regarding intellectual property, confidentiality, compensation of damages, settlement, applicable law, and resolution of disputes shall survive the expiration of this Agreement. 13.3. The Board Member shall undertake upon request of the Company to transfer to the Company, not later than on the day of the expiration of the Agreement, (a) all documents possessed by him/her that were received in a hard copy form or created during the performance of the activities (including but not limited to correspondence, notifications, agreements, and other documents as well as computer disks, memory keys and cards, software, and other optically or electronically readable information media which were transferred to him by the Company under the deed of transfer media) and acceptance) that constitutes commercial secret and/or confidential information of the Company; as well as (b) all passwords (except for electronic passwords or passwords transferred in the form of electronic correspondence)passwords, keys, stamps, credits cards, property and other items owned by the Company or possessed by the Company on other grounds that were transferred to the Board Member for possession and/or use in relation to his/her activities in the Board of the Company. At the written request of the Company, the Board Member shall undertake to provide a written confirmation of the proper fulfilment of the obligations provided for in this paragraph. 13.4. Any amendments or supplements to this Agreement must be made in writing and duly signed by both Parties. 13.5. The interpretation, application of this Agreement and its terms and conditions as well as the resolution of issues related to its infringement, validity, or invalidity shall be governed by the law of the Republic of Lithuania. 13.6. All disputes, disagreements or claims arising from this Agreement or in relation to this Agreement as well as to violation, termination or validity hereof shall be resolved by means of negotiations. If the Parties fail to amicably settle a dispute within 30 (thirty) calendar days, the dispute shall be finally settled at Vilnius Court of Commercial Arbitration according to the Regulations of the Court. The seat of the Court of Arbitration shall be Vilnius. The number of arbitrators shall be three. The language of arbitration shall be Lithuanian. 13.7. If any provision of the Agreement is fully or partially invalid or becomes invalid due to its contradiction to the applicable legal acts or due to any other reason, the remaining provisions of this Agreement shall remain in effect to the full extent. In this case, the Parties shall conduct bona fide negotiations and aim at replacing the aforementioned fully or partially invalid provision with another valid provision which, to the extent possible, would allow achieving the same legal and economic result as the provision of this agreement, which would be replaced in this way. 13.8. Neither of the Parties may transfer any of its rights or obligations under this Agreement. 13.9. This Agreement is being executed in 2 (two) counterparts in the Lithuanian language, with 1 (one) counterpart to be handed to each Party.

Appears in 1 contract

Samples: Board Member Agreement

CLOSING PROVISIONS. 13.127.1. This Agreement shall enter into effect from the moment of signing hereof and shall remain in effect until one of the following dates, whichever is earlier: 13.1.127.1.1. The the expiration of the term of office of the Independent Board Member as a an independent member of the Board of the Company; or 13.1.227.1.2. The the revocation of the Independent Board Member from the Board of the Company or revocation of the whole Board of the Company; or 13.1.327.1.3. The the resignation of the Independent Board Member or his/her inability to continue to perform the duties; or; 13.1.427.1.4. The Independent Board Member himself/herself informs, or the Board decides on the grounds of other substantiated information, that the Independent Board Member has ceased to be independent (when he/she was elected as an independent board member); 27.1.5. The termination of the performance by the Independent Board Member of the duties as a an independent member of the Board of the Company on other grounds. 13.227.2. The provisions of the Agreement regarding intellectual property, confidentiality, compensation of damages, settlement, applicable law, and resolution of disputes shall survive the expiration of this Agreement. 13.327.3. The Independent Board Member shall undertake upon request of the Company to transfer to the Company, not later than on the day of the expiration of the Agreement, (a) all documents possessed by him/her that were received in a hard copy form or created during the performance of the activities (including but not limited to correspondence, notifications, agreements, and other documents as well as computer disks, memory keys and cards, software, and other optically or electronically readable information media which were transferred to him by the Company under the deed of transfer media) and acceptance) that constitutes commercial secret and/or confidential information of the Company; as well as (b) all passwords (except for electronic passwords or passwords transferred in the form of electronic correspondence)passwords, keys, stamps, credits cards, property and other items owned by the Company or possessed by the Company on other grounds that were transferred to the Independent Board Member for possession and/or use in relation to his/her activities in the Board of the Company. At the written request of the Company, the Independent Board Member shall undertake to provide a written confirmation of the proper fulfilment of the obligations provided for in this paragraph. 13.427.4. Any amendments or supplements to this Agreement must be made in writing and duly signed by both Parties. 13.527.5. The interpretation, application of this Agreement and its terms and conditions as well as the resolution of issues related to its infringement, validity, or invalidity shall be governed by the law of the Republic of Lithuania. 13.627.6. All disputes, disagreements or claims arising from this Agreement or in relation to this Agreement as well as to violation, termination or validity hereof shall be resolved by means of negotiations. If the Parties fail to amicably settle a dispute within 30 (thirty) calendar days, the dispute shall be finally settled at Vilnius Court of Commercial Arbitration according to the Regulations of the Court. The seat of the Court of Arbitration shall be Vilnius. The number of arbitrators shall be three. The language of arbitration shall be Lithuanian. 13.727.7. If any provision of the Agreement is fully or partially invalid or becomes invalid due to its contradiction to the applicable legal acts or due to any other reason, the remaining provisions of this Agreement shall remain in effect to the full extent. In this case, the Parties shall conduct bona fide negotiations and aim at replacing the aforementioned fully or partially invalid provision with another valid provision which, to the extent possible, would allow achieving the same legal and economic result as the provision of this agreement, which would be replaced in this way. 13.827.8. Neither of the Parties may transfer any of its rights or obligations under this Agreement. 13.927.9. This Agreement is being executed in 2 (two) counterparts in the Lithuanian language, with 1 (one) counterpart to be handed to each Party.

Appears in 1 contract

Samples: Board Member Agreement

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CLOSING PROVISIONS. 13.1. This Agreement shall enter into effect from the moment of signing hereof and shall remain in effect until one of the following dates, whichever is earlier: 13.1.1. The the expiration of the term of office of the Independent Board Member as a an independent member of the Board of the Company; or 13.1.2. The the revocation of the Independent Board Member from the Board of the Company or revocation of the whole Board of the Company; or 13.1.3. The the resignation of the Independent Board Member or his/her inability to continue to perform the duties; or; 13.1.4. The Independent Board Member himself/herself informs, or the Board decides on the grounds of other substantiated information, that the Independent Board Member has ceased to be independent (when he/she was elected as an independent board member); 13.1.5. The termination of the performance by the Independent Board Member of the duties as a an independent member of the Board of the Company on other grounds. 13.2. The provisions of the Agreement regarding intellectual property, confidentiality, compensation of damages, settlement, applicable law, and resolution of disputes shall survive the expiration of this Agreement. 13.3. The Independent Board Member shall undertake upon request of the Company to transfer to the Company, not later than on the day of the expiration of the Agreement, (a) all documents possessed by him/her that were received in a hard copy form during the performance of the activities (including but not limited to correspondence, notifications, agreements, and other documents as well as computer disks, memory keys and cards, software, and other optically or electronically readable information media which were transferred to him by the Company under the deed of transfer and acceptance) that constitutes commercial secret and/or confidential information of the Company; as well as (b) all passwords (except for electronic passwords or passwords transferred in the form of electronic correspondence), keys, stamps, credits cards, property and other items owned by the Company or possessed by the Company on other grounds that were transferred to the Independent Board Member for possession and/or use in relation to his/her activities in the Board of the Company. At the written request of the Company, the Independent Board Member shall undertake to provide a written confirmation of the proper fulfilment of the obligations provided for in this paragraph. 13.4. Any amendments or supplements to this Agreement must be made in writing and duly signed by both Parties. 13.5. The interpretation, application of this Agreement and its terms and conditions as well as the resolution of issues related to its infringement, validity, or invalidity shall be governed by the law of the Republic of Lithuania. 13.6. All disputes, disagreements or claims arising from this Agreement or in relation to this Agreement as well as to violation, termination or validity hereof shall be resolved by means of negotiations. If the Parties fail to amicably settle a dispute within 30 (thirty) calendar days, the dispute shall be finally settled at Vilnius Court of Commercial Arbitration according to the Regulations of the Court. The seat of the Court of Arbitration shall be Vilnius. The number of arbitrators shall be three. The language of arbitration shall be Lithuanian. 13.7. If any provision of the Agreement is fully or partially invalid or becomes invalid due to its contradiction to the applicable legal acts or due to any other reason, the remaining provisions of this Agreement shall remain in effect to the full extent. In this case, the Parties shall conduct bona fide negotiations and aim at replacing the aforementioned fully or partially invalid provision with another valid provision which, to the extent possible, would allow achieving the same legal and economic result as the provision of this agreement, which would be replaced in this way. 13.8. Neither of the Parties may transfer any of its rights or obligations under this Agreement. 13.9. This Agreement is being executed in 2 (two) counterparts in the Lithuanian language, with 1 (one) counterpart to be handed to each Party.

Appears in 1 contract

Samples: Independent Board Member Agreement

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