General disposition Sample Clauses

General disposition. All information in whatever form or mode of communication, which is disclosed by a Party (the “Disclosing Party”) to any other Party (the “Recipient”) in connection with Research Projects or in relation with business, affairs, customers, clients or suppliers of the other Party, is “Confidential Information”. The Recipient hereby undertakes for a period of 5 years after the end of the Research Project : not to use Confidential Information otherwise than for the purpose for which it was disclosed; not to disclose Confidential Information without the prior written consent by the Disclosing Party ; ensure that internal distribution of Confidential Information by a Recipient shall take place on a strict need-to-know basis; and to return to the Disclosing Party, or destroy, on request all Confidential Information that has been disclosed to the Recipients including all copies thereof and to delete all information stored in a machine readable form to the extent practically possible. The Recipients may keep a copy to the extent it is required to keep, archive or store such Confidential Information because of compliance with applicable laws and regulations or for the proof of on-going obligations provided that the Recipient comply with the confidentiality obligations herein contained with respect to such copy for as long as the copy is retained. The Recipients shall be responsible for the fulfilment of the above obligations on the part of their employees or third parties involved in the Research Project and shall ensure that they remain so obliged, as far as legally possible, during and after the end of the Research Project and/or after the termination of the contractual relationship with the employee or third party. The above shall not apply for disclosure or use of Confidential Information, if and in so far as the Recipient can show by written evidence that: the Confidential Information has become or becomes publicly available by means other than a breach of the Recipient’s confidentiality obligations; the Disclosing Party subsequently informs the Recipient that the Confidential Information is no longer confidential; the Confidential Information is communicated to the Recipient without any obligation of confidentiality by a third party who is to the best knowledge of the Recipient in lawful possession thereof and under no obligation of confidentiality to the Disclosing Party; the Confidential Information, at any time, was developed by the Recipient completely inde...
Sample 1
AutoNDA by SimpleDocs
General disposition. You authorize and give your irrevocable consent for the collection and automated payment to the Users who are the creators or owners of the NFTs, of the profits or royalties for the sales in the secondary market, waiving any defense or argument of first sale with respect to the secondary market activities, recognizing that once they leave Mintore, you agree that royalties can no longer be given or any type of payment can be established. Any exchange transaction in which You participate will be carried out only through the Mintore network. The NFTs will be purchased at the price that appears in Mintore, and will be subject to a 1.5% commission on the sale price that will be paid by the selling party and each user will be solely responsible for their payment, for which users acknowledge that , under no circumstances shall an agreement, offer, purchase or sale be void or revocable on the basis that the commission rate was unknown or high, in addition to the fact that you acknowledge that the commission rate is not refundable under any circumstances. LIMITATIONS NFTs that the Company deems inappropriate, harmful or illegal are prohibited on Mintore and Mintore reserves the right to determine the appropriateness of such NFTs and remove any NFTs at any time. In addition to the fact that in the event that any violation of legislation is detected, the NFT may be eliminated, or payment canceled, the elimination of your Account and the permanent withholding of royalties. The sale of stolen NFTs, or obtained fraudulently, without authorization and illegally is prohibited, so you will be responsible for any damages that may be caused, therefore, if you are aware of any alleged irregularity, you must report it immediately.
Sample 1
General disposition. 15.1. The CUSTOMER may, upon previous date, place and time scheduling, at his own expenses, by himself or by means of a contract audit, inspect the execution of services established in this agreement, and the registries upon the BDRS Registry Book.
Sample 1
General disposition. 4.1 The present agreement shall be subject to the applicable laws in the Province of Quebec;
Sample 1
General disposition. 22.1.1 All information in whatever form or mode of communication, which is disclosed by a Party (the “Disclosing Party”) to any other Party (the “Recipient”) in connection with Research Projects or in relation with business, affairs, customers, clients or suppliers of the other Party, is “Confidential Information”.
Sample 1

Related to General disposition

  • Dispositions and Involuntary Dispositions The Issuer shall promptly (and, in any event, within three (3) Business Days) upon the receipt by any Note Party or any Subsidiary of the Net Cash Proceeds of any Disposition or Involuntary Disposition (other than, so long as no Default or Event of Default exists at the time prepayment would otherwise be required pursuant to this Section 2.07(b)(i), where such Net Cash Proceeds of Dispositions and Involuntary Dispositions do not exceed (x) prior to the Combination Closing Date, $1,000,000 and (y) on or after the Combination Closing Date, $3,000,000, in each case, in the aggregate in any fiscal year ((x) or (y), as applicable, the “De Minimis Disposition Proceeds”)) apply 100% of such Net Cash Proceeds to prepay the Notes, the accrued but unpaid interest thereon and, subject to Section 2.12 of the Intercreditor Agreement, the Call Premium, if any, payable thereon, to the extent such Net Cash Proceeds are not reinvested in Eligible Assets (x) prior to the Combination Closing Date, within 90 days of the date of such Disposition or Involuntary Disposition or (y) on or after the Combination Closing Date, (i) within twelve months following receipt of such Net Cash Proceeds or (ii) if the Issuer or any Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve months following receipt thereof, within the later of (A) twelve months following receipt of such Net Cash Proceeds and (B) 180 days of the date of such legally binding commitment; provided, that if at the time that any such prepayment would be required, the Issuer is also required to prepay the Lockheed Xxxxxx Senior Secured Notes (to the extent required by the NPA) with any portion of such Net Cash Proceeds, then the Issuer may apply such portion of the Net Cash Proceeds on a pro rata basis (as determined in accordance with Section 2.12 of the Intercreditor Agreement) and any Declined Proceeds pursuant to clause (iv) below, in each case, to the prepayment of such outstanding amounts, plus accrued and unpaid interest thereon, under the NPA. Notwithstanding the foregoing, the Issuer and its Subsidiaries may not exercise the reinvestment rights set forth in the preceding sentence with respect to the Net Cash Proceeds (other than the De Minimis Disposition Proceeds) in excess of $10,000,000 in the aggregate. Any prepayment pursuant to this clause (i) shall be applied as set forth in clause (iv) below.

  • No Disposition Shareholder hereby covenants and agrees that, except as contemplated by this Agreement and the Merger Agreement, prior to the Expiration Date, Shareholder shall not, directly or indirectly, (i) offer to Transfer, Transfer or consent to any Transfer of any or all of the Covered Shares or the beneficial ownership thereof without the prior written consent of Parent and the Company, (ii) enter into any contract, option or other agreement or understanding with respect to any Transfer of any or all Covered Shares or any beneficial ownership thereof, (iii) tender any Covered Shares into any tender or exchange offer, (iv) deposit any or all of the Covered Shares into a voting trust or enter into a voting agreement or arrangement with respect to any or all of the Covered Shares other than investment management agreements with, and powers-of-attorney held by, Shareholder, (v) grant any proxy, power-of-attorney or other authorization or consent in or with respect to any or all of the Covered Shares that is inconsistent with Section 2 hereof, or (vi) commit or agree to take any of the foregoing actions. Notwithstanding the foregoing but subject to Section 9(d) hereof, Shareholder may Transfer Covered Shares pursuant to an Exempt Transfer; provided that prior to and as a condition to such Exempt Transfer, the transferee of the Covered Shares has agreed to be bound by the terms of this Agreement to the same extent as such Shareholder with respect to the Covered Shares so transferred and the definition of Shareholder shall automatically be amended to include the transferee of the Covered Shares,. If any involuntary Transfer of any of the Covered Shares shall occur (including, but not limited to, a sale by Shareholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), Shareholder shall procure that the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee and of any subsequent transferee) take and hold such Covered Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect. Any attempted Transfer (including an Exempt Transfer) of Covered Shares or any interest therein in violation of this Section 3(a) shall be null and void ab initio.

  • Asset Disposition If the Borrower or any of its Subsidiaries (other than a Financing Subsidiary) Disposes of any property which results in the receipt by such Person of Net Cash Proceeds in excess of $2,000,000 in the aggregate since the applicable Commitment Termination Date, the Borrower shall prepay an aggregate principal amount of such Loans owed to such Lender or Lenders equal to 100% of such Net Cash Proceeds no later than the fifth Business Day following the receipt of such Net Cash Proceeds (such prepayments to be applied as set forth in Section 2.09(b)).

  • Permitted Dispositions The Borrower will not, and will not permit any of its Subsidiaries to, Dispose of any of the Borrower’s or such Subsidiaries’ assets (including accounts receivable and Capital Securities of Subsidiaries) to any Person in one transaction or series of transactions unless such Disposition is:

  • Asset Sales (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!