Conditions of disclosure Sample Clauses

Conditions of disclosure. If a Recipient discloses Confidential Information of a Disclosing Party to a person under clause 20.2 (Disclosee), the Recipient must: (a) ensure that the Disclosee is aware that the Confidential Information is confidential information of the Disclosing Party; and (b) use reasonable endeavours to ensure that the Disclosee does not improperly disclose or improperly use the Confidential Information.
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Conditions of disclosure. (a) A party proposing to disclose Confidential Information under clauses 22.3(d), 22.3(e), 22.3(f), 22.3(h) or 22.3(i) must, where it is reasonably practicable to do so, inform the person to whom disclosure is proposed of the confidentiality of the information. (b) A party proposing to disclose Confidential Information under clauses 22.3(b) or 22.3(g) must ensure that the person to whom disclosure is proposed is subject to binding obligations: (i) to keep the information confidential and not to further disclose it; (ii) not to use or reproduce the information for a purpose other than that for which it was disclosed; and (iii) to take all reasonable steps to prevent unauthorised access to the information.
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Conditions of disclosure. A party proposing to disclose any Confidential Information shall only make such disclosure in good faith and in confidence, shall only disclose as much of the Confidential Information as is strictly necessary or is legally required, and shall use reasonable endeavours to ensure that the person to whom any Confidential Information is disclosed shall undertake to hold confidential that Confidential Information.
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Conditions of disclosure. All information, including the Research Reports, disclosed by either Party (the ‘Disclosing Party’) directly or indirectly to the other Party (the ‘Receiving Party’) under this Agreement is provided subject to the following conditions, namely that the Receiving Party shall: (a) treat all such information as secret and confidential and take all proper and reasonable measures to ensure that the confidentiality of such information is maintained; (b) not use the information for any purpose other than for the purposes of the Evaluation License under Clause 2.1(a) and pursuant to the Exploitation Licence referred to in Clause 2.1(b); (c) not disclose the information to any Third Party (except as provided in this Agreement) without written permission; (d) only copy and disclose the information to those of its agents and employees who reasonably require access to the information for the purposes of the Evaluation License under Clause 2.1(a) or pursuant to the Exploitation Licence referred to in Clause 2.1(b), and on condition that all such agents and employees to whom disclosures are made: (i) have been made aware of the confidential nature of the information and the conditions of disclosure defined in this Agreement; and (ii) shall have obligations of confidentiality to the Receiving Party no less onerous than those set out in this Clause 6; (e) acknowledge the Disclosing Party as the source of, and xxxx as ‘Confidential’ any document incorporating the information; and (f) return to the Disclosing Party or destroy all documents and materials (and any copies) containing, reflecting, incorporating, or based on the Disclosing Party’s information, including the Research Reports, to the Disclosing Party at its request and erase all the Disclosing Party's information from its computer systems or which is stored in electronic form (to the extent reasonably possible and where not possible the Receiving party undertakes not to access the Disclosing Party’s information) and against request certify in writing to the Disclosing Party that it has so complied.
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Conditions of disclosure. E&S will disclose to RealVision the HDL Verilog Source Code for the Ri5000 Chipset on the following terms and conditions: (a) the disclosure(s) will take place only on E&S's premises at mutually agreed times; (b) the disclosure will be to specified RealVision employees; (c) no notes, abstracts or summaries of the Source Code disclosed may be made; and (d) the disclosure is for the sole purpose of engineering familiarization with the design of the Ri5000 Chipset, and no other use may be made of the disclosed Source Code, whether or not for any commercial or non-commercial purpose, until the Closing Date as defined in the Asset Purchase Agreement.
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Conditions of disclosure. If a Recipient discloses Confidential Information of a Disclosing Party to a person under clause 8.2 (Disclosee), the Recipient must: (a) ensure that the Disclosee is aware that the Confidential Information is confidential information of the Disclosing Party; and (b) use reasonable endeavours to ensure that the Disclosee does not improperly disclose or improperly use the Confidential Information. 9 GST 9.1 Construction (a) words and expressions which are not defined in this Agreement but which have a defined meaning in GST Law have the same meaning as in the GST Law; and (b) references to GST payable and input tax credit entitlement include GST payable by, and the input tax credit entitlement of, the representative member for a GST group of which the entity is a member and the GST joint venture operator of any GST joint venture of which the entity is a participant. 9.2 Consideration GST exclusive
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Conditions of disclosure. Neither the Vendor nor the Target Companies will have the obligation to disclose or otherwise make available to the Purchaser any information pursuant to Section 5.1 where such disclosure would result in the loss of privilege (except where the potential harm of losing such privilege is not material to the Vendor or the Target Companies), be contrary to Law, including the Competition Act, or result in the breach of any material agreement to which any Target Company or the Vendor is a party or by which it is bound, except that the Vendor will take reasonable commercial steps to provide disclosure in such form as may be permitted under such Laws or agreements, including reviews by third parties under conditions that will permit disclosure. All disclosure under Section 5.1 will be subject to the Confidentiality Agreement. Except for the purposes of facilitating and obtaining Canadian Competition Satisfaction and the Designated Regulatory Approvals, seeking the satisfaction described in Section 7.1(h), or undertaking searches of publicly available information, the Purchaser will not make any enquiries of any Government Authorities without the prior written consent of the Vendor, not to be unreasonably withheld or delayed. To the extent reasonably practicable and, subject to the foregoing, the Parties will coordinate and will regularly report on any enquiries made by either of them to Government Authorities with respect to the transactions contemplated under this Agreement. Personal Information
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Conditions of disclosure. No agency may disclose any personal information in a manner that would link the information disclosed to the individual to whom it pertains... [Exceptions to this rule are listed in the statute.] Article 10: Penalties
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Related to Conditions of disclosure

  • Conditions of Use CLIENT acknowledges that its use of the Site is subject to and conditioned upon the following terms and agrees that TAILGATE GUYS may exercise any of the remedies set forth herein for CLIENTS failure to comply: a. CLIENT shall comply with all rules and regulations established by TAILGATE GUYS, University of Oklahoma, and any other applicable authority, including but not limited to parking regulations in effect on campus. A copy of current rules and regulations is attached hereto as Exhibit A, which shall be subject to adjustment at any time by TAILGATE GUYS, University of Oklahoma or other applicable authorities. b. CLIENT shall be permitted to access the Site at the respective times set forth in the rules or otherwise determined by TAILGATE GUYS and Oklahoma University. c. CLIENT acknowledges all risks related to its attendance and use of the Site, including risk of damage to or loss of property or risk of serious personal injury or death, and accepts sole responsibility for such risks. CLIENT shall secure all personal property in and around the Site and shall take all precautions necessary to prevent theft or destruction thereof. CLIENT expressly acknowledges and agrees that TAILGATE GUYS shall not be responsible for any personal property of or injury to CLIENT at any time. TAILGATE GUYS will not remove or hold for safe-keeping any personal items left on the Site after event closing and same will be subject to removal by University of Oklahoma facilities. CLIENT may be subject to costs and fees associated with such removal. Except for damage caused by a TAILGATE GUYS employee performing his or her assigned responsibilities, TAILGATE GUYS is not responsible for damages (e.g. from collision with other vehicles, falling debris, or inclement weather) to any vehicles parked in or moving through parking or tailgate areas where TAILGATE GUYS has sold parking passes or provides any tailgate or parking related services. d. Eligibility for any TAILGATE GUYS drop off service is determined by Tailgate Guys in its sole discretion and is based on University restrictions, staffing availability and other factors. If CLIENT is eligible to participate in any TAILGATE GUYS drop off service, the CLIENT is responsible for properly packaging all items that will be transported and otherwise agrees to comply with procedures established by TAILGATE GUYS for this “drop off service,” including but not limited to any limitations with regard to the amount and size of items to be transported. TAILGATE GUYS will not be responsible for any damaged or broken items during unloading or loading and transportation to or from the Site. e. CLIENT shall respect the interests of other fans and clients of TAILGATE GUYS and shall not engage in or permit disorderly or offensive conduct in or around the Site. CLIENT further agrees not to exceed the maximum number of guests allowed within the as set forth in the Exhibit A. Should CLIENT violate these provisions, TAILGATE GUYS management will give CLIENT a verbal warning. If CLIENT fails to promptly come into compliance, TAILGATE GUYS may immediately revoke CLIENT’s rights to the Site and in its sole and absolute discretion terminate this Agreement. Upon such revocation or termination, all amounts paid to TAILGATE GUYS with be forfeited by CLIENT and retained by TAILGATE GUYS. f. CLIENT shall not move, damage, alter, or disrupt operation of any equipment provided by TAILGATE GUYS. In the event of inclement weather, TAILGATE GUYS reserves the exclusive right to cover and protect all equipment associated with the Media Package with such materials and coverings as it deems appropriate, which may include TV covers or hard cases for TV’s, plastic bags for receivers and generators or the like (collectively, the "Protective Equipment"). CLIENT shall not remove any Protective Equipment or items contained inside Protective Equipment, and expressly acknowledges and agrees that only TAILGATE GUYS staff shall have authority to do so. CLIENT acknowledges and agrees that its right to use the media equipment may be suspended, without refund, at TAILGATE GUYS option, for violation of these provisions. a CLIENT further assumes all responsibility for any damages to any TAILGATE GUYS equipment resulting from violation of these provisions and shall reimburse TAILGATE GUYS for the cost to repair or replace damaged equipment. g. CLIENT shall keep the Site in a neat and orderly manner at all times and may incur fees set forth on Exhibit A, attached hereto and made a part hereof. h. CLIENT acknowledges and agrees that the signage identifying each Site is uniform and provided by TAILGATE GUYS, who reserves the right to omit any vulgar, offensive or discriminatory content requested by CLIENT, in the sole and absolute discretion of TAILGATE GUYS. i. TAILGATE GUYS reserves the right to immediately terminate CLIENT’s use of the Site for violation of the conditions of use. In addition, CLIENT shall be responsible for payment of all damages incurred by TAILGATE GUYS as a result of CLIENT’s failure to comply with the foregoing conditions of use or as a result of damages by CLIENT of any equipment of TAILGATE GUYS. To insure compliance and payment of damages or fines, CLIENT agrees to keep a credit card on file with TAILGATE GUYS, and hereby authorizes TAILGATE to charge said credit card amounts owing as a result of its breach; provided that TAILGATE GUYS delivers to CLIENT an itemization of said charges and receipt for payment thereof.

  • Conditions of Closing The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

  • CONDITIONS OF SALE Unless otherwise stated, the sale is subject to a reserve price and the Assignee reserves the right to bid itself or through its agents at the auction without having to pay any deposit whatsoever and in the event of its becoming the successful purchaser shall set off the purchase price [excluding any taxes imposed thereon] against the amount due on the Facilities Agreement, Deed of Assignment and Power of Attorney (“the Agreements’) as mentioned above on the date of sale including costs and expenses of the sale.

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