GENERAL TERMS AND CONDITIONS OF THIS AGREEMENT Sample Clauses

GENERAL TERMS AND CONDITIONS OF THIS AGREEMENT. A. This MOU may be extended, modified, or changed upon a written memorandum and, when so signed by all parties, shall become a part of this agreement. B. This MOU may be terminated by mutual written agreement of the Contributing Members and IAC and may also be terminated, without cause, by either party giving fifteen (15) days prior written notice to the other party. Upon termination of the agreement, the rights and obligations of each party shall terminate except for the outstanding costs, which may have been incurred by any party prior to the date of termination of this agreement. Upon termination, the IAC shall refund to the Contributing Members a pro rata share based upon the ratio of the amount they contributed. C. Under no circumstances will the administrative support staff be considered an employee, deputy or agent of the state of Idaho. D. Nothing in this MOU shall be construed as limiting or expanding the statutory or regulatory responsibilities of any involved entity or in performing functions granted them by law, or as requiring either entity to expend any sum in excess of its respective appropriation. Each and every provision of this MOU is subject to the laws, ordinances, rules and regulations of the state of Idaho. E. Nothing in the MOU shall be construed as expanding the liability of either party. In the event of a liability claim, each party shall defend their own interests. Neither party indemnifies the other party.
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GENERAL TERMS AND CONDITIONS OF THIS AGREEMENT. (a) Each Party shall pay its own costs and expenses in connection with the preparation, execution and delivery of this Agreement (and such expenses shall not be considered Umlekan Costs). GSTP shall cause its counsel to draft each Definitive Agreement, and each Party shall pay its own costs and expenses in connection with the negotiation, execution and delivery of each Definitive Agreement. (b) Umlekan understands that GSTP is a “reporting company” under United States securities laws, and is required to make public disclosures about its business, financial condition, operating results, assets, material contracts and operations. GSTP may make such public disclosures as it deems necessary or desirable regarding this Agreement, the Definitive Agreements an the Mining Operations on the Licensed Property in its filings with the United States Securities and Exchange Commission and other securities regulators in the United States and throughout the world, including without limitation filing a copy of this Agreement and the Definitive Agreements, as well as press releases, road shows, analysts calls, etc. Except as so disclosed, Umlekan agrees to maintain information regarding this Agreement, the Definitive Agreements and the Mining Operations on the Licensed Property confidential except for such disclosures made with the prior written consent of GSTP or as are required by applicable law. The parties specifically agree to prepare a joint announcement announcing this Agreement. The foregoing shall not restrict in any way either Party’s ability to communicate information concerning this Agreement, the Definitive Agreements and the Mining Operations to such Party’s respective affiliates’, officers, directors, employees and professional advisers, and, to the relevant extent, to third parties whose consent is required or necessary in connection with the transaction contemplated by this Agreement, including potential investors, lenders, etc. (c) This Agreement will be governed, construed and enforced in accordance with the laws of the State of California without regard to the principles of conflicts of laws. With respect to any controversy, claim or dispute arising out of or relating to this Agreement, both parties consent to the jurisdiction and venue of the courts located in Los Angeles, California. In the event of any controversy or claim or dispute between the parties arising out of or relating to this Agreement, or the breach of this Agreement, the prevailing party...
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GENERAL TERMS AND CONDITIONS OF THIS AGREEMENT. 1.1 Italicised words and expressions used in this Agreement shall have the meanings ascribed to them in the Definitions (attached hereto). 1.2 References within a Schedule to a Clause are, unless expressly stated, reference to a Clause within the Schedule of this Agreement in which they appear. 1.3 Clause headings in this Agreement are for ease of reference only and shall not be taken into account in construing this Agreement. 1.4 References to a statute, by-law, regulation, rule, delegated legislation or order, or to a provision of it, is to the same as amended, modified, consolidated or re-enacted from time to time and to any by-law, regulation, rule, delegated legislation or order made thereunder. 1.5 This Agreement is the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes and extinguishes any oral or written contract, representation, negotiations and understanding previously made or given relating to that subject matter. In addition, save in respect of any warranties expressly set out herein, all conditions, warranties and other statements of whatsoever nature, whether express or implied by statute, at common law or otherwise, are hereby excluded except insofar as such exclusion is prevented by law. The Parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement, except in the case of fraud. 1.6 This Agreement and any non-contractual obligations arising from or connected with this Agreement shall be construed and governed in all respects in accordance with English Law and subject to Clauses 1.14 and 12.9, the Parties agree that the English Courts shall have exclusive jurisdiction, except where this Agreement covers Exit Point(s) located in Scotland and the Parties agree to substitute “Scottish Law” for “English Law” and the “Scottish Courts” for “English Courts” in the foregoing. For such Exit Point(s), the Parties hereby consent to the registration of this Agreement for preservation and execution. 1.7 If any provision or part of a provision of this Agreement is or becomes invalid, unenforceable or illegal, such invalidity, unenforceability or illegality shall not prejudice the remainder of the affected provision or remaining provisions, which shall continue in full force and effect. 1.8 Except as permitted under Clauses 1.12, 1.16 and Clause 21 and the Form of Agreement, this Agreement may not be released, ...
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GENERAL TERMS AND CONDITIONS OF THIS AGREEMENT 
Sample 1

Related to GENERAL TERMS AND CONDITIONS OF THIS AGREEMENT

  • Terms and Conditions of this Agreement 1. The PROVIDER retains ownership of the MATERIAL, including any MATERIAL contained or incorporated in MODIFICATIONS. 2. The RECIPIENT retains ownership of: (a) MODIFICATIONS (except that, the PROVIDER retains ownership rights to the MATERIAL included therein), and (b) those substances created through the use of the MATERIAL or MODIFICATIONS, but which are not PROGENY, UNMODIFIED DERIVATIVES or MODIFICATIONS (i.e., do not contain the ORIGINAL MATERIAL, PROGENY, UNMODIFIED DERIVATIVES). If either 2 (a) or 2 (b) results from the collaborative efforts of the PROVIDER and the RECIPIENT, joint ownership may be negotiated. 3. The RECIPIENT and the RECIPIENT SCIENTIST agree that the MATERIAL: (a) is to be used solely for teaching and academic research purposes; (b) will not be used in human subjects, in clinical trials, or for diagnostic purposes involving human subjects without the written consent of the PROVIDER; (c) is to be used only at the RECIPIENT organization and only in the RECIPIENT SCIENTIST's laboratory under the direction of the RECIPIENT SCIENTIST or others working under his/her direct supervision; and (d) will not be transferred to anyone else within the RECIPIENT organization without the prior written consent of the PROVIDER. 4. The RECIPIENT and the RECIPIENT SCIENTIST agree to refer to the PROVIDER any request for the MATERIAL from anyone other than those persons working under the [[Page 12774]] RECIPIENT SCIENTIST's direct supervision. To the extent supplies are available, the PROVIDER or the PROVIDER SCIENTIST agrees to make the MATERIAL available, under a separate implementing letter to this Agreement or other agreement having terms consistent with the terms of this Agreement, to other scientists (at least those at NONPROFIT ORGANIZATION(S)) who wish to replicate the RECIPIENT SCIENTIST's research; provided that such other scientists reimburse the PROVIDER for any costs relating to the preparation and distribution of the MATERIAL. (a) The RECIPIENT and/or the RECIPIENT SCIENTIST shall have the right, without restriction, to distribute substances created by the RECIPIENT through the use of the ORIGINAL MATERIAL only if those substances are not PROGENY, UNMODIFIED DERIVATIVES, or MODIFICATIONS. (b) Under a separate implementing letter to this Agreement (or an agreement at least as protective of the PROVIDER's rights), the RECIPIENT may distribute MODIFICATIONS to NONPROFIT ORGANIZATION(S) for research and teaching purposes only. (c) Without written consent from the PROVIDER, the RECIPIENT and/or the RECIPIENT SCIENTIST may NOT provide MODIFICATIONS for COMMERCIAL PURPOSES. It is recognized by the RECIPIENT that such COMMERCIAL PURPOSES may require a commercial license from the PROVIDER and the PROVIDER has no obligation to grant a commercial license to its ownership interest in the MATERIAL incorporated in the MODIFICATIONS. Nothing in this paragraph, however, shall prevent the RECIPIENT from granting commercial licenses under the RECIPIENT's intellectual property rights claiming such MODIFICATIONS, or methods of their manufacture or their use. 6. The RECIPIENT acknowledges that the MATERIAL is or may be the subject of a patent application. Except as provided in this Agreement, no express or implied licenses or other rights are provided to the RECIPIENT under any patents, patent applications, trade secrets or other proprietary rights of the PROVIDER, including any altered forms of the MATERIAL made by the PROVIDER. In particular, no express or implied licenses or other rights are provided to use the MATERIAL, MODIFICATIONS, or any related patents of the PROVIDER for COMMERCIAL PURPOSES. 7. If the RECIPIENT desires to use or license the MATERIAL or MODIFICATIONS for COMMERCIAL PURPOSES, the RECIPIENT agrees, in advance of such use, to negotiate in good faith with the PROVIDER to establish the terms of a commercial license. It is understood by the RECIPIENT that the PROVIDER shall have no obligation to grant such a license to the RECIPIENT, and may grant exclusive or non-exclusive commercial licenses to others, or sell or assign all or part of the rights in the MATERIAL to any third party(ies), subject to any pre-existing rights held by others and obligations to the Federal Government. 8. The RECIPIENT is free to file patent application(s) claiming inventions made by the RECIPIENT through the use of the MATERIAL but agrees to notify the PROVIDER upon filing a patent application claiming MODIFICATIONS or method(s) of manufacture or use(s) of the MATERIAL. 9. Any MATERIAL delivered pursuant to this Agreement is understood to be experimental in nature and may have hazardous properties. The PROVIDER MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE MATERIAL WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHTS. 10. Except to the extent prohibited by law, the RECIPIENT assumes all liability for damages which may arise from its use, storage or disposal of the MATERIAL. The PROVIDER will not be liable to the RECIPIENT for any loss, claim or demand made by the RECIPIENT, or made against the RECIPIENT by any other party, due to or arising from the use of the MATERIAL by the RECIPIENT, except to the extent permitted by law when caused by the gross negligence or willful misconduct of the PROVIDER. 11. This agreement shall not be interpreted to prevent or delay publication of research findings resulting from the use of the MATERIAL or the MODIFICATIONS. The RECIPIENT SCIENTIST agrees to provide appropriate acknowledgement of the source of the MATERIAL in all publications. 12. The RECIPIENT agrees to use the MATERIAL in compliance with all applicaple statutes and regulations, including Public Health Service and National Institutes of Health regulations and guidelines such as, for example, those relating to research involving the use of animals or recombinant DNA. 13. This Agreement will terminate on the earliest of the following dates: (a) when the MATERIAL becomes generally available from third parties, for example, though reagent catalogs or public depositories or (b) on completion of the RECIPIENT's current research with the MATERIAL, or (c) on thirty (30) days written notice by either party to the other, or (d) on the date specified in an implementing letter, provided that: (i) if termination should occur under 13(a), the RECIPIENT shall be bound to the PROVIDER by the least restrictive terms applicable to the MATERIAL obtained from the then-available resources; and (ii) if termination should occur under 13(b) or (d) above, the RECIPIENT will discontinue its use of the MATERIAL and will, upon direction of the PROVIDER, return or destroy any remaining MATERIAL. The RECIPIENT, at its discretion, will also either destroy the MODIFICATIONS or remain bound by the terms of this agreement as they apply to MODIFICATIONS; (iii) in the event the PROVIDER terminates this Agreement under 13(c) other than for breach of this Agreement or for cause such as an imminent health risk or patent infringement, the PROVIDER will defer the effective date of termination for a period of up to one year, upon request from the RECIPIENT, to permit completion of research in progress. Upon the effective date of termination, or if requested, the deferred effective date of termination, RECIPIENT will discontinue its use of the MATERIAL and will, upon direction of the PROVIDER, return or destroy any remaining MATERIAL. The RECIPIENT, at its discretion, will also either destroy the MODIFICATIONS or remain bound by the terms of this agreement as they apply to MODIFICATIONS. 14. Paragraphs 6, 9, and 10 shall survive termination. 15. The MATERIAL is provided at no cost, or with an optional transmittal fee solely to reimburse the PROVIDER for its preparation and distribution costs. If a fee is requested by the PROVIDER, the amount will be indicated in an implementing letter.

  • TERMS AND CONDITIONS OF AGREEMENT INSURANCE REQUIREMENTS: During the term of this Agreement, consultant/contractor shall maintain insurance documentation per the limits and requirements outlined:

  • General Terms and Conditions of the Notes Section 201.

  • Terms of this Agreement The Parties acknowledge that this Agreement and all of the respective terms of this Agreement shall be treated as Confidential Information of both Parties.

  • General Terms and Conditions During the term of this Contract, Contractor agrees to procure and maintain insurance which meets all County’s requirements in the General Terms and Conditions.

  • Terms and Conditions of Use NASCAR shall have the right to use and sublicense PROMOTER’s Marks in connection with publicity, promotion or advertising of the Event and the NASCAR Sprint Cup Series, and the exploitation of Live Broadcast Rights and Ancillary Rights, provided, however, that NASCAR shall not, without the prior written consent of PROMOTER, use or sublicense the use of PROMOTER’s Marks on the branding of any retail package product, unless otherwise expressly permitted in this Agreement.

  • Terms and Conditions of Sale This Price List supersedes all previous price lists.

  • Terms and Conditions of Sales Shares shall be offered for sale only in those jurisdictions where they have been properly registered or are exempt from registration or for which appropriate notice filings have been made, and only to those groups of people which the Board may from time to time determine to be eligible to purchase such shares.

  • Terms and Conditions of the Offer Provided that this Agreement shall not have been terminated pursuant to Article X and that none of the events or circumstances set forth in clauses (C)(1) or (C)(4) of Annex A shall have occurred and be existing (and shall not have been waived by Parent), as promptly as practicable after the date hereof (but in no event more than ten Business Days thereafter), Acquisition Sub shall (and Parent shall cause Acquisition Sub to) commence (within the meaning of Rule 14d-2 promulgated under the Exchange Act) the Offer to purchase any and all of the Company Shares at a price per Company Share, subject to the terms of Section 2.1(c), equal to the Offer Price, provided that Parent and Acquisition Sub shall not be required to commence, or cause to be commenced, the Offer prior to the date on which the Company is prepared to file the Schedule 14D-9. The Offer shall be made by means of an offer to purchase all outstanding Company Shares (the “Offer to Purchase”) that is disseminated to all of the Company Stockholders and contains the terms and conditions set forth in this Agreement and in Annex A. Each of Parent and Acquisition Sub shall use its reasonable best efforts to consummate the Offer, subject to the terms and conditions hereof and thereof. The Offer shall be subject only to: (i) the condition (the “Minimum Condition”) that, prior to the expiration of the Offer, there be validly tendered and not withdrawn in accordance with the terms of the Offer a number of Company Shares that, together with the Company Shares then owned by Parent and Acquisition Sub (if any), represents at least a majority of all then outstanding Company Shares on a fully diluted basis, assuming the issuance of all Company Shares that may be issued upon the vesting, conversion or exercise of all outstanding options, warrants, convertible or exchangeable securities and similar rights that are then, or then scheduled to become, exercisable within ninety (90) days following the then scheduled expiration of the Offer in accordance with the terms and conditions thereof (other than the Top-Up Option); and (ii) the other conditions set forth in Annex A.

  • Waiver of Terms and Conditions Failure to enforce any of the terms or conditions of this Agreement shall not constitute a waiver of any such terms or conditions, or of any other terms or conditions.

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