Conditions of Grant. (a) By accepting the grant, you are agreeing:
(1) to the Inventions provision in paragraph 8(b); and
(2) not to engage in any Violation described in paragraph 8(c). You understand and agree that your agreement to the Inventions provision and not to engage in any Violation are a material part of the inducement for Cigna’s granting you the Performance Shares and essential pre-conditions to your eligibility to exercise any rights associated with the grant and retain any benefit from the vesting of the Performance Shares and issuance of the Shares.
Conditions of Grant. 6.1 Licensee agrees that any Licensed Products for use or sale in the United States will be substantially manufactured in the United States as and to the extent required by U.S. law, Department of Energy Regulations and Licensor’s Prime Contract. Licensee will include this U.S. manufacture requirement in all sublicenses that Licensee grants.
6.2 Licensee will mxxx all Licensed Products in accordance with the statutes of the United States relating to marking of patented articles (sec 35 U.S.C. § 287). Licensee will include this marking requirement in all sublicenses that Licensee grants. Any such marking may indicate that Licensee has a license from Licensor. Otherwise, Licensee is prohibited from using Licensor’s name or the name “Oak Ridge National Laboratory” in any such marking or any advertising, promotion or commercialization of Licensed Products without written approval of Licensor; provided however, that Licensee shall be permitted to disclose factual information concerning the source of the rights licensed hereunder, for example, by identifying Licensor as the licensor of the rights hereunder or by identifying Oak Ridge National Laboratory as the institution where the Licensed Patents were invented, provided that such disclosures are not promotional in nature and do not suggest an endorsement of any Licensed Product by Licensor, Oak Ridge National Laboratory, the U.S. government, or any of their affiliates or agencies.
6.3 The rights and licenses granted by Licensor in this Agreement arc personal to Licensee and may not be assigned or otherwise transferred in whole or in part except by (i) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity, (ii) a merger, reorganization or consolidation in which the outstanding shares of the Company’s capital stock are converted into or exchanged for securities of the successor entity and the holders of the Company as outstanding voting power immediately prior to such transaction do not own at least a majority of the outstanding voting power of the successor entity immediately upon completion of such transaction, or (iii) the sale, in a single transaction or series of related transactions, of all or a majority of the Company as capital stock to an unrelated person or entity (an “Acquisition”). In the event of an Acquisition, Licensee may assign its rights and obligations under this Agreement to the merging or acquiring entity, effective on the ...
Conditions of Grant. General
Conditions of Grant. Grantor’s obligation to disburse Grant Funds under this Agreement is conditioned upon and subject to the satisfactory completion of all of the following conditions:
3.1 Grantor shall have reviewed and approved all documents pertaining to the Project, including, without limitation, feasibility and planning studies, designs, plans, budgets, cost estimates, timelines, and agreements. Such review and approval by Grantor will be for compliance with this Agreement as well as funding and other requirements applicable to Grantor and shall not be unreasonably withheld.
3.2 Grantor shall have reviewed and approved a certified resolution or other appropriate action of the governing board or governing body of Grantee, authorizing the execution and performance of this Agreement and the carrying out of the Project by Grantee.
3.3 Grantee shall have disclosed all funding sources for the Project, including all amounts applied for or obtained from sources other than Grantor. These amounts shall be reflected in the attached Exhibit B – BUDGET (Budget) by Budget category. As between Grantor and Grantee, Grantee shall be responsible for any and all Project costs that exceed the amount of the Grant Funds provided under this Agreement.
3.4 The grant proposal shall have been approved by the Wildlife Conservation Board at a public meeting, this Agreement shall have been fully executed by Grantor and Grantee, and Grantee shall have received a written "Notice to Proceed" from Grantor. The approval of the grant proposal by the Wildlife Conservation Board, if such approval is given, shall not constitute authorization for the commencement of the Project or expenditure of Grant Funds. No expenditure made or activity initiated prior to Grantee’s receipt of a written Notice to Proceed from Grantor will be eligible for reimbursement by Grantor.
Conditions of Grant. (a) By accepting the grant, you are agreeing:
(1) to the Inventions provision in paragraph 7(b);
(2) to the restrictions contained in the attached Covenant Agreement and in paragraph 7(c)(2) below (such restrictions collectively, the “Promises”);
(3) to notify Cigna if you accept an offer to perform services for any individual or entity while you are subject to the non-competition Promise under the Covenant Agreement. Such notice shall be provided by email to Cigna Shareholder Services (xxxxxxxxxxxxxxxxxxx@Xxxxx.xxx) within 10 days of your acceptance of the offer and shall identify the individual or entity and your anticipated start date;
(4) to disclose the terms of the Promises (including, without limitation, the Promises related to non-solicitation and non-competition) and the consequences of a Violation (as defined below) to any individual or entity for whom you perform services during the 12 month period immediately following your Termination of Employment; and
(5) not to engage in any activity that would constitute a Violation (as defined below). You understand and agree that the conditions of the grant set forth in this paragraph 7(a) are a material part of the inducement for Cigna's granting you the Shares and essential pre-conditions to your eligibility to exercise any rights associated with the Shares and retain any benefit from the vesting of the Shares. The award of Shares pursuant to this Restricted Stock Grant is expressly conditioned on your acceptance of the terms and conditions of this Grant and of the attached Covenant Agreement. If you decide to accept this Restricted Stock Grant, you are accepting and agreeing to all of the terms and conditions of this Grant and of the attached Covenant Agreement, which include, among other things, restrictive covenants such as non-competition, customer and employee non-solicitation and non-disclosure provisions and litigation cooperation and intellectual property assignment and assistance provisions. You should review the terms of this Grant and the Covenant Agreement carefully to ensure that you understand what they say and what your responsibilities and obligations are before you click on the accept button to acknowledge and agree to this Grant.
Conditions of Grant. (a) By accepting the grant, you are agreeing:
(1) to the Inventions provision in paragraph 7(b);
(2) to notify Cigna if you accept an offer to perform services for any individual or entity while you are subject to the non-competition restriction in paragraph 7(c)(2) below. Such notice shall be provided by email to Cigna Shareholder Services (xxxxxxxxxxxxxxxxxxx@Xxxxx.xxx) within 10 days of your acceptance of the offer and shall identify the individual or entity and your anticipated start date;
(3) to disclose the terms of the Promises (including, without limitation, your obligations related to non-solicitation and non-competition below) and the consequences of a Violation to any individual or entity for whom you perform services during the 12 month period immediately following your Termination of Employment; and
(4) not to engage in any Violation described in paragraph 7(c) You understand and agree that the conditions of grant set forth in this paragraph 7(a) are a material part of the inducement for Cigna’s granting you the Shares and essential pre-conditions to your eligibility to exercise any rights associated with the Shares and retain any benefit from the vesting of the Shares.
Conditions of Grant. (a) By accepting the grant, you are agreeing not to engage in any Violation described in paragraph 7(b). You understand and agree that your agreement not to engage in any Violation is a material part of the inducement for CIGNA’s granting you the Units and an essential pre-condition to your eligibility to exercise any rights associated with the grant and retain any benefit from the vesting of the Units and issuance of the Shares.
(b) You will engage in a “Violation” if, directly or indirectly, you engage in any misconduct described in subparagraph (1) below or you break any of the “Promises” in paragraphs 7(b)(2) through (6) below:
Conditions of Grant. The Grant Recipient must comply with this Agreement including, without limitation, the following conditions:
(a) the Grant Recipient may only use the SIEF Funds for the Approved Expenses;
(b) the Grant Recipient must make the agreed Contributions in accordance with Schedule A and Schedule B;
(c) the Grant Recipient must carry out the Project in accordance with Schedule B, including meeting the Objectives, Milestones and Deliverables;
(d) the Grant Recipient must provide the Reports as set out in Schedule B;
(e) the Grant Recipient must comply with the record-keeping, confidentiality and auditing requirements set out at Schedule C;
(f) the Grant Recipient must comply with the dispute resolution requirements set out at Schedule D;
(g) the Grant Recipient must ensure that the Project is conducted in accordance with the laws, standards and principles set out at Schedule E;
(h) the Grant Recipient must conduct themselves with utmost propriety in connection with the Project and its use of the SIEF Funds, including as set out at Schedule F;
(i) the Grant Recipient must comply with the insurance and risk management requirements (including the indemnity) set out at Schedule G; and
(j) the Grant Recipient must comply with the financial management requirements set out at Schedule H.
Conditions of Grant. Tenant shall have and hold the Premises for and during the Lease Term, subject to the payment of the Rent and to the full and timely performance by Tenant of all of the covenants and conditions hereinafter set forth.
Conditions of Grant. The payment of any Grant instalment by the Authority to the Grant Recipient shall be subject to the following conditions:
(a) Grant instalments shall only be payable:
(i) where the Authority has authority to use such funds for the Grant;
(ii) within the Grant Period;
(iii) where Xxxxx instalments already paid to the Grant Recipient are Committed; and
(iv) in so far as a representative of the Authority has been appointed as an observer to and maintains that position on the board of the Grant Recipient;
(b) multiple Claim Forms may be submitted in relation to a single Delivery Stage subject to the Delivery Stage Allocation Amount and the Project Specific Allocation Amount and for the avoidance of doubt may be submitted in advance;
(c) in relation to each Delivery Stage, no Grant instalment shall be payable to the Grant Recipient to fund that Delivery Stage unless the Relevant Milestone has already been achieved;
(d) Claim Forms relating to the Construction Stage shall be submitted no more frequently than every three months;
(e) Grant instalments in relation to the Construction Stage will be subject to
(f) deductions reflecting any retention amount(s) pursuant to payment certificates under the Building Contract; and
(g) the Grant Recipient demonstrating by reference to the construction programme Approved by the Authority that sufficient progress with the construction of the Development has been made;
(h) Grant instalments shall not be payable unless:
(i) the Authority is otherwise satisfied that sufficient progress with the Project has been made;
(ii) the Authority is satisfied that such payment will be used for the proper expenditure in the delivery of the Project.
