Definition and Restrictions Sample Clauses

Definition and Restrictions. Any individual who is a part to this Agreement and who feels that the Agreement has been violated, may file a grievance in accordance with the procedures detailed in Section 2 of this article. It is expressly understood that only matters related specifically to the Agreement are grievable, and that person alleging a violation of this Agreement shall place said grievance in writing indicating: (a) the date of the alleged violation, (b) the specific article and wording of the Agreement that has allegedly been violated, and (c) the resolution requested. Failure to meet the time limits detailed under each step of the grievance procedure automatically waives the right to continue the grievance. Failure to provide an answer as called for in each step shall automatically cause the grievance to be moved to the next higher step in the grievance procedure.
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Definition and Restrictions. All Confidential Information disclosed by one Party to the other Party at any time, including, without limitation, before the Effective Date or after the expiration or termination of this Agreement, shall be maintained in confidence by the receiving Party and shall not be disclosed by the receiving Party to any Third Party or used by the receiving Party for any purpose except as set forth herein without the prior written consent of the disclosing Party, *** The following shall not be deemed Confidential Information for purposes of the restrictions set forth in this Section 12.3(a): (i) Information that is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records; (ii) Information that is or becomes part of the public domain through no fault of the receiving Party; (iii) Information that is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party; and (iv) Information that is developed by the receiving Party independently of Confidential Information received from the disclosing Party, as documented by the receiving Party’s business records.
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Definition and Restrictions. All Confidential Information disclosed by one Party to the other Party at any time, including before the Effective Date or after the expiration or termination of this Agreement, shall be maintained in confidence by the receiving Party and shall not be disclosed by the receiving Party to any Third Party or used by the receiving Party for any purpose except as set forth herein without the prior written consent of the disclosing Party, during the Term and for a period of [***] thereafter; provided that, with respect to Confidential Information that is confidential information of a Third Party to which a Party has an obligation of confidentiality or non-use under an agreement with such Third Party, the confidentiality and non-use obligations in this Agreement shall (A) further include such additional confidentiality and non-use obligations as such Party is required to undertake with respect to such confidential information pursuant to such Third Party agreement, and (B) continue beyond such [***] period for so long as such Party is required to maintain such confidential information as confidential pursuant to such Third Party agreement (including any MacroGenics Third Party Agreement and Zai Third Party Agreement). The following shall not be deemed Confidential Information of the disclosing Party for purposes of the restrictions set forth in this Section 11.1(a): (i) Information that is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records; (ii) Information that is or becomes part of the public domain through no wrongful act or fault on the part of the receiving Party; (iii) Information that is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party; and (iv) Information that is developed by the receiving Party independently of Confidential Information received from the disclosing Party, as documented by the receiving Party’s business records.
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Definition and Restrictions. Any Administrator, or the Association, covered by this agreement who believes that such agreement has been violated, may file a grievance in accordance with the procedures detailed in Sections B and C of this Article. A grievance shall be defined as an alleged violation of the expressed terms of this Agreement, and that the person alleging a violation of this agreement shall place said grievance in writing indicating (a) the date of the alleged violation, (b) the specific article and wording of this agreement that has allegedly been violated, and (c) the resolution requested. Failure to meet the limits as detailed under each step of the grievance procedure automatically waives the right to continue the grievance. Failure to provide an answer as called for in each step shall automatically cause the grievance to be moved to the next higher step in the grievance procedure.
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Definition and Restrictions. All Confidential Information disclosed by one Party to the other Party at any time, including before the Effective Date or after the expiration or termination of this Agreement, shall be maintained in confidence by the receiving Party and shall not be disclosed by the receiving Party to any Third Party or used by the receiving Party for any purpose except as set forth herein without the prior written consent of the disclosing Party, during the Term and for a period of [***] years thereafter; provided that, with respect to Confidential Information that is confidential information of a Third Party, including with regard to MGA012, to which a Party has an obligation of confidentiality or non-use under an agreement with such Third Party, including the Incyte Agreement, the confidentiality and non-use obligations in this Agreement shall (A) further include such additional confidentiality and non-use obligations as such Party is required to undertake with respect to such confidential information pursuant to such Third Party agreement, and (B) continue beyond such [***] year period for so long as such Party is required to maintain such confidential information as confidential pursuant to such Third Party agreement (including a MacroGenics Third Party Agreement), including the Incyte Agreement. The following shall not be deemed Confidential Information for purposes of the restrictions set forth in this Section 10.1(a): (i) Information that is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records; THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (ii) Information that is or becomes part of the public domain through no wrongful act or fault on the part of the receiving Party; (iii) Information that is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party; and (iv) Information that is developed by the receiving Party independently of Confidential Information received from the disclosing Party, as documented by the receiving Party’s business records.
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Definition and Restrictions. All Confidential Information disclosed by one Party to the other Party at any time, including before the Effective Date or after the expiration or termination of this Agreement, shall be maintained in confidence by the receiving Party and shall not be disclosed by the receiving Party to any Third Party or used by the receiving Party for any purpose except as set forth herein without the prior written consent of the disclosing Party, during the Term and for a period of [***] thereafter, provided that with respect to any Confidential Information of a Party that constitutes a trade secret, such confidentiality and non-use obligations shall continue beyond such [***] period for so long as such information constitutes a trade secret under Applicable Laws and Regulations. The following shall not be deemed Confidential Information for purposes of the restrictions set forth in this Section 9.1(a): (i) Information that is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records; (ii) Information that is or becomes part of the public domain through no fault of the receiving Party; (iii) Information that is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party; and (iv) Information that is developed by the receiving Party independently of Confidential Information received from the disclosing Party, as documented by the receiving Party’s business records.
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Definition and Restrictions. All Confidential Information disclosed by one Party to the other Party at any time, including before the Effective Date or after the expiration or termination of this Agreement, shall be maintained in confidence by the receiving Party and shall not be disclosed by the receiving Party to any Third Party or used by the receiving Party for any purpose except as set forth herein without the prior written consent of the disclosing Party, during the Term and for a period [***], provided that with respect to any Confidential Information of MacroGenics that constitutes (i) [***], such confidentiality and non-use obligations shall continue beyond [***] for so long as such information [***], or (ii) confidential information of a Third Party to which MacroGenics has an obligation of confidentiality or non- use, the confidentiality and non-use obligations in this Agreement shall (A) further include such additional confidentiality and non-use obligations as MacroGenics is required to undertake with respect to such confidential information, and (B) continue beyond [***] for so long as MacroGenics is required to maintain such confidential information as confidential, in each case ((A) and (B)) pursuant to its agreement with such Third Party (including any MacroGenics Third Party Agreements). The following shall not be deemed Confidential Information for purposes of the restrictions set forth in this Section 10.1(a): (i) Information that is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records; (ii) Information that is or becomes part of the public domain through no fault of the receiving Party; (iii) Information that is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party; and (iv) Information that is developed by the receiving Party independently of Confidential Information received from the disclosing Party, as documented by the receiving Party’s business records.
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Definition and Restrictions. All Confidential Information disclosed by or on behalf of one Party or any of its Affiliates (the “Disclosing Party”) to the other Party or any of its Affiliates (the “Receiving Party”) at any time, including before the Effective Date (to the extent related to the subject matter of this Agreement, including pursuant to the Existing CDA), shall: (1) be maintained in confidence by the Receiving Party, using no less than the efforts that Receiving Party uses to maintain in confidence its own confidential or proprietary information of similar kind and value, but in any case no less than reasonable care, and (2) not be disclosed by the Receiving Party to any Third Party or used by the Receiving Party for any purpose except as set forth herein or in connection with the exercise of such Party’s rights and performance of its obligations under this Agreement without the prior written consent of the Disclosing Party, in each case ((1) and (2)), during the Term and for a period of [**] thereafter. In addition, CGEN will keep confidential, and will cause its Affiliates and its and their employees, consultants, licensees, Permitted Subcontractors, and professional advisors to keep confidential under customary obligations of confidentiality consistent with standards in the industry, the Know-How comprising IL-18 IP and Jointly Owned Foreground IP, in each case to the extent specifically related to the IL-18 Molecules or IL-18 Products on confidentiality terms at least as protective as the confidentiality provisions of this Agreement. The following shall not be Confidential Information for purposes of this Agreement: (i) information that is known by the Receiving Party at the time of its receipt without any obligation to keep it confidential or restriction on its use, and not through a prior disclosure by the Disclosing Party, as documented by the Receiving Party’s written records; (ii) information that is or becomes part of the public domain through no wrongful act or breach of this Agreement on the part of the Receiving Party; (iii) information that is subsequently disclosed to the Receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality or any restriction on use with respect to such information; and (iv) information that is developed by the Receiving Party without any reference to, reliance upon or use of Confidential Information received from the Disclosing Party, as documented by the Receiving Party’s written records.
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Definition and Restrictions. Any administrator who is a party to this Master Agreement and who feels that the Master Agreement has been violated may file a grievance in accordance with the procedures detailed in Section C and D of this Article. It is expressly understood that only matters related specifically to this Agreement are grievable, and that the person alleging a violation of this Agreement shall place said grievance in writing indicating: (a) the date of the alleged violation, (b) the specific article and wording of the Agreement that has allegedly been violated, and (c) the resolution requested. Failure to meet the time limits as detailed under each level of the grievance procedure automatically waives the right to continue the grievance. Failure to provide an answer as called for in each level shall automatically cause the grievance to be moved the next higher level in the grievance procedure.
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Related to Definition and Restrictions

  • Limitations and Restrictions Deduction of Rollovers and Transfers – A deduction is not allowed for rollover or transfer contributions.

  • Prohibitions and Restrictions The provisions of this Agreement shall not in any way limit the right of either Contracting Party to apply prohibitions or restrictions of any kind or take any other action which is directed to the protection of its essential security interests, or to the protection of public health or the prevention of diseases and pests in animals or plants.

  • License and Restrictions (i) Subject to the terms of this Agreement, we hereby grant you a limited, personal, revocable, nonexclusive, nonsublicensable, nonassignable, nontransferable, nonresellable license and right to use the Application for the sole purpose of your use of the Mobile Deposit Service. (ii) You acknowledge and agree that any and all intellectual property rights (the "IP Rights") in the Service and the Application are and shall remain the exclusive property of us. Nothing in this Agreement intends to or shall transfer any IP Rights, or to vest any IP Rights in, to you. You are only entitled to the limited use of the rights granted to you in this Agreement. You will not take any action to jeopardize, limit or interfere with the IP Rights. You acknowledge and agree that any unauthorized use of the IP Rights is a violation of this Agreement, as well as a violation of applicable intellectual property laws. You acknowledge and understand that all title and rights in and to any third party content that is not contained in the Service and Application, but may be accessed through the Service, is the property of the respective content owners and may be protected by applicable patent, copyright, or other intellectual property laws and treaties. (iii) You agree not to sell, assign, rent, lease, distribute, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the Application or Service or any part thereof without our prior written consent. (iv) You agree not to undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the Application, the Service, or any part thereof. You agree not intercept, capture, emulate, or redirect the communications protocols used by us for any purpose, including without limitation causing the Service or Application to connect to any computer server or other device not authorized by us. (v) We reserve the right to add or delete features or functions, or to provide programming fixes, updates and upgrades to the Service or Application. You acknowledge and agree that we have no obligation to make available to you any subsequent versions of the Application. You also agree that you may have to enter into a renewed version of this Agreement if you want to download, install or use a new version of the Service or Application. (vi) We have no obligation whatsoever to furnish any maintenance and support services with respect to the Service or Application, and any such maintenance and support services provided will be provided at our discretion. (vii) You grant to us a nonexclusive, perpetual, non-revocable, royalty free license to use, retain, and share any information transmitted through the Application by you, including your location, device-based location information, account numbers, name, date, account amount, and endorsements solely for the purpose of providing the Service. This license shall survive termination of this Agreement for such period as necessary for us to provide the Service, comply with the law, or comply with internal guidelines or procedures.

  • Covenants and Restrictions Subject to the provisions o f Paragraph 10(e) hereof, Employee covenants that, except in carrying out his duties hereunder, during the term of his employment and for a period of five (5) years following the date of termination of employment hereunder (unless such longer period of time is specifically set forth herein): (a) Employee will not directly or indirectly, own any interest in, participate or engage in, assist, render any services (including advisory services) to, become associated with, work for, serve (in any capacity whatsoever, including, without limitation, as an employee, consultant, advisor, agent, independent contractor , officer or director) or otherwise become in any way or manner connected with the ownership, management, operation, or control of , any business, firm, corporation, partnership or other entity (collectively referred to herein as a "Person") that engages in, or assists others in engaging in or conducting any business, which deals, directly or indirectly, in products or services similar to or competitive with the Company's product line or services in the United States, Canada, or Western Europe; provided, however, the above shall not be deemed to exclude Employee from acting as director of a corporation for the benefit of the Company with the consent of the Company's Board of Directors; provided further, however, that the above shall not be deemed to prohibit Employee from owning or acquiring securities issued by any corporation which neither directly nor indirectly competes with the Company and whose securities are listed with a national securities exchange or are traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, beneficially or otherwise, five (5%) percent or more of any class of any such corporation's outstanding capital stock. (b) Employee will not knowingly provide or solicit to provide to any Person or individual (i) any goods or services which are competitive with those provided by the Company or which would be competitive with the goods or services that the Company has planned to provide, or (ii) any goods or services to any customer of the Company. The term "customer" shall mean any Person or individual to whom the Company has provided goods or services within the twenty-four (24) month period prior to the termination of Employee's employment hereunder. Notwithstanding anything herein to the contrary, no limitation shall be imposed on Employee hereunder with respect to any goods and services that the Company has planned to provide and which are not actually being provided at the time of the termination of Employee's employment hereunder or which are not actually provided within eighteen (18) months following the termination of Employee's employment hereunder.

  • Ownership and Restrictions 4.1 You retain all ownership and intellectual property rights in and to Your Content and Your Applications. Oracle or its licensors retain all ownership and intellectual property rights to the Services, including Oracle Programs and Ancillary Programs, and derivative works thereof, and to anything developed or delivered by or on behalf of Oracle under this Agreement. 4.2 You may not, and may not cause or permit others to: a) remove or modify any program markings or any notice of Oracle’s or its licensors’ proprietary rights; b) make the programs or materials resulting from the Services (excluding Your Content and Your Applications) available in any manner to any third party for use in the third party’s business operations (unless such access is expressly permitted for the specific Services You have acquired); c) modify, make derivative works of, disassemble, decompile, reverse engineer, reproduce, distribute, republish or download any part of the Services (the foregoing prohibitions include but are not limited to review of data structures or similar materials produced by programs), or access or use the Services in order to build or support, and/or assist a third party in building or supporting, products or Services competitive to Oracle; d) perform or disclose any benchmark or performance tests of the Services, including the Oracle Programs; e) perform or disclose any of the following security testing of the Services Environment or associated infrastructure: network discovery, port and service identification, vulnerability scanning, password cracking, remote access testing, or penetration testing; and f) license, sell, rent, lease, transfer, assign, distribute, host, outsource, permit timesharing or service bureau use, or otherwise commercially exploit or make available the Services, Oracle Programs, Ancillary Programs, Services Environments or Oracle materials to any third party, other than as expressly permitted under the terms of the applicable order.

  • Deed Restrictions The Recipient shall record the Deed Restrictions together with the deed. The Recipient agrees that the Deed Restrictions shall be perpetual and shall not be amended, released, extinguished or otherwise modified without the prior written approval of the Director, at the Director's sole and absolute discretion, who shall have full enforcement authority with respect to the Deed Restrictions. If any amendment, release, extinguishment or other modification of the Deed Restrictions should occur without the prior written approval of the Director, the Recipient or its successors and assigns as owner of the Land or interest therein, shall pay to the OPWC upon demand from the Director the following: 1) all grant funds disbursed under this Agreement; and 2) liquidated damages equal to one hundred percent (100%) of the Funds disbursed by the OPWC for the Project together with interest accruing at a rate equal to six percent (6%) per annum from the date of Recipient's receipt of the grant.

  • Covenants and Restrictions on Conduct of Business (a) The Trust agrees to abide by the following restrictions: (i) other than as contemplated by the Basic Documents and related documentation, the Trust shall not incur any indebtedness; (ii) other than as contemplated by the Basic Documents and related documentation, the Trust shall not engage in any dissolution, liquidation, consolidation, merger or sale of assets; (iii) other than as contemplated by the Basic Documents and related documentation, the Trust shall not engage in any business activity in which it is not currently engaged; and (iv) other than as contemplated by the Basic Documents and related documentation, the Trust shall not form, or cause to be formed, any subsidiaries and shall not own or acquire any asset. (b) The Trust shall: (i) maintain books and records separate from any other person or entity; (ii) maintain its office and bank accounts separate from any other person or entity; (iii) not commingle its assets with those of any other person or entity; (iv) conduct its own business in its own name and use stationery or other business forms under its own name and not that of the Certificateholder or any Affiliate; (v) other than as contemplated by the Basic Documents and related documentation, pay its own liabilities and expenses only out of its own funds; (vi) observe all formalities required under the Statutory Trust Statute; (vii) not guarantee or become obligated for the debts of any other person or entity; (viii) not hold out its credit as being available to satisfy the obligation of any other person or entity; (ix) not acquire the obligations or securities of the Certificateholder or its Affiliates; (x) other than as contemplated by the Basic Documents and related documentation, not make loans to any other person or entity or buy or hold evidence of indebtedness issued by any other person or entity; (xi) other than as contemplated by the Basic Documents and related documentation, not pledge its assets for the benefit of any other person or entity; (xii) hold itself out as a separate entity from the Certificateholder and not conduct any business in the name of the Certificateholder; (xiii) correct any known misunderstanding regarding its separate identity; (xiv) not identify itself as a division (other than for tax reporting purposes) of any other person or entity; and (xv) except as required or specifically provided in the Trust Agreement, the Trust will conduct business with the Certificateholder or any Affiliate thereof on an arm’s length basis. (c) So long as the Notes or any other amounts owed under the Indenture remain outstanding, the Trust shall not amend this Section 4.6 unless the Rating Agency Condition has been satisfied.

  • Rights and Restrictions The Restricted Share Units shall not be transferable, other than pursuant to will or the laws of descent and distribution. Prior to vesting of the Restricted Share Units and delivery of the Shares to the Employee following his termination of employment, the Employee shall not have any rights or privileges of a shareholder as to the Shares subject to the Award. Specifically, the Employee shall not have the right to receive dividends or the right to vote such Shares prior to vesting of the Award and delivery of the Shares.

  • OWNERSHIP RIGHTS AND RESTRICTIONS 3.1 You or Your licensors retain all ownership and intellectual property rights in and to Your Content (as defined below). We or our licensors retain all ownership and intellectual property rights in and to the Services, derivative works thereof, and anything developed or delivered by or on behalf of us under this Agreement. 3.2 You may have access to Third Party Content through use of the Services. Unless otherwise stated in Your order, all ownership and intellectual property rights in and to Third Party Content and the use of such content is governed by separate third party terms between You and the third party. 3.3 You grant us the right to host, use, process, display and transmit Your Content to provide the Services pursuant to and in accordance with this Agreement and Your order. You have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of Your Content, and for obtaining all rights related to Your Content required by Oracle to perform the Services. 3.4 You may not, and may not cause or permit others to: (a) modify, make derivative works of, disassemble, decompile, reverse engineer, reproduce, republish, download, or copy any part of the Services (including data structures or similar materials produced by programs); (b) access or use the Services to build or support, directly or indirectly, products or services competitive to Oracle; or (c) license, sell, transfer, assign, distribute, outsource, permit timesharing or service bureau use of, commercially exploit, or make available the Services to any third party except as permitted by this Agreement or Your order.

  • Covenants, Conditions and Restrictions This Lease is subject to the effect of (i) any covenants, conditions, restrictions, easements, mortgages or deeds of trust, ground leases, rights of way of record and any other matters or documents of record; and (ii) any zoning laws of the city, county and state where the Building is situated (collectively referred to herein as "Restrictions") and Tenant will conform to and will not violate the terms of any such Restrictions.

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