Continuity and Non-waiver Sample Clauses

Continuity and Non-waiver. 6.1 The Equity Pledge hereunder is a continuous guarantee, which will remain in force until all Contractual Obligations are fully performed or all Secured Debts are fully repaid. Any waiver, grace granted by the Pledgee to the Pledgors with respect to any default, or any delay by the Pledgee in exercising its rights under the Transaction Agreements and the Agreement, shall not prejudice the Pledgee’s right to subsequently enforce the Agreement, the PRC Laws and the Transaction Agreements, including (i) to procure the Pledgors to strictly perform the Transaction Agreement and the Agreement, and (ii) to enforce any rights of the Pledgee arising from a breach of the Transaction Agreements and/or the Agreement by the Pledgors.
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Continuity and Non-waiver. The Pledge of Shareholding created by this Agreement is a continuing guarantee, and shall remain valid with full force until complete performance of the Contract Obligations and full discharge of the Secured Debts. Any waiver, tolerance or delay by the Pledgee in respect of the exercise of any right or privilege under the Transaction Agreements and this Agreement shall in no event prevent the Pledgee from demanding strict adherence by the Pledgors to the Transaction Agreements and this Agreement on any further occasion, nor affect any rights or remedies the Pledgee would otherwise be entitled to for any breach by the Pledgors of the obligations under the Transaction Agreement and/or this Agreement.
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Continuity and Non-waiver. The Shares Pledge hereunder is a continuous guarantee, which will remain in force until all Contractual Obligations are fully performed or all Secured Debts are fully repaid. No waiver or grace granted by the Pledgee to the Pledgors with respect to any default and no delay of the Pledgee in exercising any right enjoyed by it under the Transaction Agreements and the Agreement, shall affect the right of the Pledgee at any time afterwards in accordance with the Agreement, the Chinese Law and the Transaction Agreements to require the Pledgors to strictly implement the Transaction Agreements and the Agreement or the rights enjoyed by the Pledgee due to any breach of the Transaction Agreements and/or the Agreement by the Pledgors afterwards.
Sample 1
Continuity and Non-waiver. Share pledge set under this Agreement is guarantee of continuity, of which validity shall continue until Secured Debt are completely liquidated. Exemption and grace that Pledgee grants with regard to any breach of contract of Pledgor or any rights under Loan Agreement and under this Agreement that Pledgee postpones to exert, may not impact rights of Pledgee to ask Pledgor to strictly execute, at any time in the future, the Loan Agreement and this Agreement or rights enjoyed by Pledgee due to Pledgor’s violation of Loan Agreement and/or this Agreement, under this Agreement, Loan Agreement and relevant Chinese laws.
Sample 1
Continuity and Non-waiver. 6.1 The equity pledge created hereunder is a continuing guarantee and shall remain valid until the contractual obligations are fully fulfilled or the secured debts are fully discharged. No waiver or relief by the Pledgee from any default of the Pledgor or delay by the Pledgee in exercising any of its rights under the transaction agreement and this Agreement shall affect the Pledgee’s rights under this Agreement and the relevant laws of the PRC and the transaction agreement to require strict performance of the transaction agreement and this Agreement by the Pledgor at any time thereafter or the Pledgee’s rights arising from any subsequent breach of the transaction agreement and/or this Agreement by the Pledgor.
Sample 1
Continuity and Non-waiver. The assets mortgage under this Agreement is a consecutive security, which shall be valid until Secured Debt are completely discharged. Exemption and grace that Party B grants with regard to any breach of contract of Party A or any rights under the Loan Agreement and this Agreement that Party B postpones to exert, may not impact rights of Party B to ask Party A to strictly execute, at any time in the future, the Loan Agreement and this Agreement or rights enjoyed by Party B due to Party A’s violation of Loan Agreement and/or this Agreement, under this Agreement, Loan Agreement and relevant Chinese laws.
Sample 1
Continuity and Non-waiver. 6.1 The Equity Pledge established under this Agreement shall be a continuous guarantee, and its validity shall continue until the Contractual Obligations are fully fulfilled or the Secured Indebtedness is fully paid off. Neither any waiver or extension granted by the Pledgee to the Pledgor with respect to any breach of the Pledgor, nor any delay of the Pledgee in exercising any of its rights under the Transaction Agreement and this Agreement shall affect the Pledgee’s rights under the Transaction Agreements, this Agreement and relevant PRC Law, to require at any time thereafter the Pledgors to strictly perform the Transaction Agreements and this Agreement or any rights the Pledgee enjoys as a result of any subsequent breach by the Pledgor of the Transaction Agreement and/or this Agreement.
Sample 1
Continuity and Non-waiver. 1. The Equity Pledge established under the Agreement is a continuous security, and its validity shall continue until the Contractual Obligations are fully performed or the Guaranteed Debts are fully settled. Long-Spring Education Holding and the Pledgers shall take all actions to ensure that the Equity Pledge’s registration will continue to be valid during this period. The Pledgee’s waiver of any default by the Pledgers or the Pledgee’s delay in exercising any of its rights under the Series of Cooperation Agreements shall not impair the Pledgee’s right to request the Pledgers, the Domestic Affiliates at any time in the future in accordance with the series of cooperation agreement to perform the Series of Cooperation Agreements or the rights that the Pledgee shall have due to the subsequent default of the Series of Cooperation Agreements by the Pledgers or the Domestic Affiliates.
Sample 1
Continuity and Non-waiver. The Equity Pledge created hereunder is a continuous guarantee and its validity shall continue until the Contractual Obligations are fully fulfilled or the Guaranteed Liabilities are fully repaid. Neither the Pledgee’s waiver or grace of any breach by the Pledgors, nor the Pledgee’s delay in exercising any of its rights hereunder shall affect the Pledgee’s right to require the Pledgors to strictly enforce the Transaction Agreements and this Agreement at any time thereafter, or any right the Pledgee may enjoy in case of the Pledgors’ subsequent breach of their obligations under the Transaction Agreements and/or this Agreement, both in accordance with this Agreement, relevant Laws of China’s and the Transaction Agreements.
Sample 1

Related to Continuity and Non-waiver

  • Confidentiality and Non-Use In consideration of receiving Confidential Information, the QCP and PA agree as follows: a. The Parties hereby acknowledge that any Confidential Information received by either Party is the property of the disclosing Party and the Property Owner, as applicable, and that the receiving Party shall hold confidential and not disclose to any Person, without the prior written consent of the disclosing Party or as otherwise required by law, and if such consent is given, obtain a written commitment from such third party, all Confidential Information and any information about the Project, or the terms or conditions or any other facts relating thereto, including, without limitation, the fact that discussions are taking place with respect thereto or the status thereof, or the fact that Confidential Information has been made available to the receiving Party or its Representatives; provided, however, that the Parties may disclose such Confidential Information to their Representatives and their potential or actual direct or indirect investors and potential or actual third party participants in the Project or third party assignees or transferees of all or any portion of the Project, who are actively and directly participating in the Party’s evaluation of the Project or who otherwise need to know the Confidential Information for the purpose of the Project; b. Each Party shall cause all its Representatives to observe the terms of this Agreement and shall be responsible for any breach of the terms of this Agreement by it or its Representatives; and, c. The receiving Party shall return or destroy all Confidential Information (including all copies thereof) within ten (10) days of receipt of a written request made by the disclosing Party, except for one record copy that may be maintained by the receiving Party in its legal archives. Further, the receiving Party shall delete all Confidential Information contained in electronic files. Notwithstanding the foregoing, the Parties may retain copies of any computer records and files containing Confidential Information that have been created pursuant to their automatic electronic archiving and back-up procedures until such computer records and files have been deleted in the ordinary course. Any copies retained as described shall be maintained as Confidential Information in accordance with the terms of this Agreement. d. In addition to the foregoing, neither Party will use the Confidential Information for any purpose other than directly in connection with the Project and as expressly authorized in writing by the disclosing Party or, if the Confidential Information is the property of the Property Owner, by the Property Owner.

  • Confidentiality and Non-Disparagement (a) Xxxxxx agree to keep all details of this Agreement and the details surrounding his separation in strict confidence except that he may make disclosures as follows: (1) to his immediate family; (2) to his financial and legal advisors who have a reasonable need to know this information; (3) to the extent he is compelled by subpoena or other legal process to disclose such information; or (4) to the extent reasonably required in order to prosecute or defend any action for breach of this Agreement. Xxxxx agrees that if he does share this Agreement or any information in it with any of the aforementioned individuals, he will instruct such person(s) that the information is strictly confidential and that they may not share it with anyone else. The Parties agree that, to the extent that Microsoft discloses the terms of the Agreement in any filing with the Securities & Exchange Commission pursuant to the applicable securities laws and regulations, the foregoing obligation to maintain the confidentiality of the terms of this Agreement ceases with respect to the information disclosed in the filing. (b) Xxxxxx agrees not to make any disparaging remarks about Microsoft, its officers or directors, its products, or the Released Parties, including but not limited to disparaging statements relating to his employment with or separation from Microsoft; provided that commencing January 1, 2016, this clause (b) shall not be violated by statements or communications (in any medium) that (i) do not rely on confidential information obtained by Xxxxxx during his employment at Microsoft and (ii) are made directly or indirectly by Xxxxxx (A) regarding Microsoft products, services, or business practices or decisions that are created, rendered or implemented after January 1, 2016 or (B) regarding Microsoft products or services made after January 1, 2014 and that are made in connection with, related to or during the course of Steven’s employment, engagement or other relationship with another business organization. (c) Microsoft agrees that it and its directors and members of the company’s Senior Leadership Team (or any successor team thereto) will not make any disparaging remarks about him, including but not limited to disparaging statements relating to Steven’s employment with or separation from Microsoft. Notwithstanding the foregoing, nothing in this Paragraph 6 shall prevent any person from: (i) responding publicly to any incorrect, disparaging or derogatory public statement to the extent reasonably necessary to correct or refute such public statement, or (ii) making any truthful statement to the extent: (x) necessary with respect to any litigation, arbitration or mediation involving this Agreement, including, but not limited to, the enforcement of this Agreement, or (y) required by law or by any court, arbitrator, mediator or administrative of legislative body (including any committee thereof) with actual or apparent jurisdiction to order such person to disclose or make accessible such information.

  • Confidentiality and Non-Competition To the Company’s knowledge, no director, officer, key employee or consultant of the Company is subject to any confidentiality, non-disclosure, non-competition agreement or non-solicitation agreement with any employer or prior employer that could reasonably be expected to materially affect his ability to be and act in his respective capacity of the Company or be expected to result in a Material Adverse Change.

  • Confidentiality and Non-Competitions To the Company’s knowledge, no director, officer, key employee or consultant of the Company is subject to any confidentiality, non-disclosure, non-competition agreement or non-solicitation agreement with any employer or prior employer that could reasonably be expected to materially affect his ability to be and act in his respective capacity of the Company or be expected to result in a Material Adverse Change.

  • Confidentiality and Non-Disclosure The Executive hereby agrees at all times during the term of the Employment and after his termination, to hold in the strictest confidence, and not to use, except for the benefit of the Company, or to disclose to any person, corporation or other entity without prior written consent of the Company, any Confidential Information. The Executive understands that “Confidential Information” means any proprietary or confidential information of the Company, its affiliates, or their respective clients, customers or partners, including, without limitation, technical data, trade secrets, research and development information, product plans, services, customer lists and customers, supplier lists and suppliers, software developments, inventions, processes, formulas, technology, designs, hardware configuration information, personnel information, marketing, finances, information about the suppliers, joint ventures, franchisees, distributors and other persons with whom the Company does business, information regarding the skills and compensation of other employees of the Company or other business information disclosed to the Executive by or obtained by the Executive from the Company, its affiliates, or their respective clients, customers or partners, either directly or indirectly, in writing, orally or otherwise, if specifically indicated to be confidential or reasonably expected to be confidential. Notwithstanding the foregoing, Confidential Information shall not include information that is generally available and known to the public through no fault of the Executive.

  • Confidentiality and Noncompetition (a) Executive acknowledges that, prior to and during the Term of this Agreement, the Company has furnished and will furnish to Executive Confidential Information which could be used by Executive on behalf of a competitor of the Company to the Company's substantial detriment. Moreover, the parties recognize that Executive during the course of his employment with the Company may develop important relationships with customers and others having valuable business relationships with the Company. In view of the foregoing, Executive acknowledges and agrees that the restrictive covenants contained in this Section are reasonably necessary to protect the Company's legitimate business interests and good will. (b) Executive agrees that he shall protect the Company's Confidential Information and shall not disclose to any Person, or otherwise use, except in connection with his duties performed in accordance with this Agreement, any Confidential Information at any time, including following the termination of his employment with the Company for any reason; provided, however, that Executive may make disclosures required by a valid order or subpoena issued by a court or administrative agency of competent jurisdiction, in which event Executive will promptly notify the Company of such order or subpoena to provide the Company an opportunity to protect its interests. Executive's obligations under this Section 4(b) shall survive any expiration or termination of this Agreement for any reason, provided that Executive may after such expiration or termination disclose Confidential Information with the prior written consent of the Board. (c) Upon the termination or expiration of his employment hereunder, Executive agrees to deliver promptly to the Company all Company files, customer lists, management reports, memoranda, research, Company forms, financial data and reports and other documents supplied to or created by him in connection with his employment hereunder (including all copies of the foregoing) in his possession or control, and all of the Company's equipment and other materials in his possession or control. Executive's obligations under this Section 4(c) shall survive any expiration or termination of this Agreement. (d) Upon the termination or expiration of his employment under this Agreement, Executive agrees that for a period of one (1) year from his date of termination or until the end of the period for which he is entitled to receive compensation under Section 5.1(a) below, whichever is longer, he shall not (i) enter into or engage in the design, manufacture, marketing or sale of any products similar to those produced or offered by the Company or its affiliates in the area of North America, either as an individual, partner or joint venturer, or as an employee, agent or salesman, or as an officer, director, or shareholder of a corporation, (ii) divert or attempt to divert any person, concern or entity which is furnished products or services by the Company from doing business with the Company or otherwise change its relationship with the Company, or (iii) solicit, lure or attempt to hire away any of the employees of the Company with whom the Executive interacted directly or indirectly while employed with the Company. (e) Executive acknowledges that if he breaches or threatens to breach this Section 4, his actions may cause irreparable harm and damage to the Company which could not be compensated in damages. Accordingly, if Executive breaches or threatens to breach this Section 4, the Company shall be entitled to seek injunctive relief, in addition to any other rights or remedies of the Company. The existence of any claim or cause of action by Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of Executive's agreement under this Section 4(e).

  • Confidentiality and Nondisclosure (a) Each party (the "Receiving Party") hereby acknowledges that it may be exposed to Confidential Information (as defined herein) of the other party (the "Disclosing Party"). Except as provided herein, the parties further acknowledge that such Confidential Information shall not include the existence of this Agreement, but shall include the terms and conditions of this Agreement. Subject to the License granted to LICENSEE in Section 2(a) to use the Licensed Data (which for all other purposes shall be treated as LICENSOR'S Confidential Information), the Receiving Party agrees to protect the Disclosing Party's Confidential Information to the same extent as the Receiving Party protects its own Confidential Information, but in any event using not less than reasonable care. (b) Each party when acting in the capacity of a Receiving Party hereby agrees, during the term of this Agreement and at all times thereafter, not to use, commercialize or disclose the Disclosing Party's Confidential Information to any person or entity, including customers or potential customers or subscribers of any party, without the express written consent of the Disclosing Party. Upon termination of this Agreement, the Receiving Party shall return to the Disclosing Party all of the Disclosing Party's Confidential Information in whatever form in the Receiving Party's possession or control, or at the option of the Disclosing Party, destroy the Disclosing Party's Confidential Information, and provide the Disclosing Party with a written certificate signed by an officer of the Receiving Party attesting to such destruction.. (c) The Receiving Party acknowledges that unauthorized use, misappropriation or disclosure of the Disclosing Party's Confidential Information or other proprietary information, as described in this Section 9, would cause irreparable harm to the Disclosing Party. Remedies at law being inadequate, the provisions of this Section 9 may be enforced by temporary or permanent injunctive relief.

  • Cooperation and Non-Disparagement The Executive agrees that, during the twelve-month period following his or her cessation of employment, he or she shall cooperate with the Company in every reasonable respect and shall use his or her best efforts to assist the Company with the transition of Executive’s duties to his or her successor. The Executive further agrees that, during this twelve-month period, he or she shall not in any way or by any means disparage the Company, the members of the Company’s Board of Directors or the Company’s officers and employees.

  • Non-Use and Non-Disclosure The Receiving Party agrees not to use any Confidential Information for any purpose except to evaluate and engage in discussions concerning a potential business relationship between the parties hereto. Receiving Party agrees not to disclose any Confidential Information to third parties or to its employees, except to those employees who are required to have the information in order to evaluate or engage in discussions concerning the contemplated business relationship. The Receiving Party shall not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the Disclosing Party's Confidential Information and which are provided to the Receiving Party hereunder.

  • Confidentiality and Non-Solicitation (a) Optionee hereby acknowledges that Optionee has or in the future may have access to the Company's trade secrets and proprietary or confidential information developed or acquired by or licensed to the Company, including, but not limited to, information regarding the Company's operations, business plans, customers or prospects, products, computer passwords or other information regarding network or systems access and research and development information, as such trade secrets and proprietary or confidential information may exist from time to time ("Confidential Information"). As consideration for the Option granted to Optionee hereunder, Optionee will not, at any time during Optionee's relationship with the Company, in whole or in part, disclose or cause any other person to disclose the Confidential Information to any other person or entity (except the Company) under any circumstances. In addition, Optionee will not, during the term of Optionee's relationship with the Company, and for a period of one (1) year thereafter, solicit or assist any other person or entity in soliciting any employee of the Company to terminate the employee's employment with the Company under any circumstances. (b) Optionee acknowledges that if there is a breach of any provision of this paragraph 9 by Optionee, the Company will suffer irreparable harm in that monetary damages would be inadequate to compensate the Company for such a breach. In the event of a breach or threatened breach of any such provisions by Optionee, in addition to such monetary and other relief as may be available, Optionee agrees that the Company will be entitled to injunctive relief as may be necessary to restrain any breach or further breach of such provisions by Optionee, without showing or providing any actual damages or loss sustained by the Company or notice to Optionee.