IN CERTAIN CIRCUMSTANCES. The Company expressly acknowledges and agrees that, and the Employee is hereby advised that, this Section 4.1 does not apply to any invention for which no equipment, supplies, facilities or trade secret information of the Company, its Subsidiaries or any of their Affiliates was used and which was developed entirely on the Employee's own time, unless (i) the invention relates to the business of the Company, its Subsidiaries or any of their Affiliates or to the Company's, its Subsidiaries' or any of their Affiliates' actual or demonstrably anticipated research or development or (ii) the invention results from any work performed by the Employee for the Company, its Subsidiaries or any of their Affiliates.
IN CERTAIN CIRCUMSTANCES. The Company expressly acknowledges and agrees that, and the Provider is hereby advised that, this Section 4.1 does not apply to any invention for which no equipment, supplies, facilities or Confidential Information (as that term is hereinafter defined) of the Company, its Subsidiaries or any of their Affiliates was used and which was developed entirely on the Provider's own time or on its personnel's own time, unless (I) the invention relates to the business of the Company, its Subsidiaries or any of their Affiliates or to the Company's, its Subsidiaries' or any of their Affiliates' actual or demonstrably anticipated research or development or (ii) the invention results from any Services performed by the Provider for the Company, its Subsidiaries or Affiliates.
IN CERTAIN CIRCUMSTANCES. The Company expressly acknowledges and agrees that, and the Executive is hereby advised that, this Sec. 4(a) does not apply to any invention for which no equipment, supplies, facilities or trade secret information of the Company was used and which was developed entirely on the Executive's own time, unless (A) the invention relates to the business of the Company or to the Company's actual or demonstrably anticipated research or development or (B) the invention results from any work performed by the Executive for the Company.
IN CERTAIN CIRCUMSTANCES. DFS may terminate *** (for damages, termination charges or demobilization costs), *** , in the following circumstances:
(i) A Payment Milestone for Transition has not been completed successfully and accepted by DFS pursuant to Schedule I (Transition) within 90 days after its scheduled completion date; or
(ii) As provided in Section 18.2(c).
IN CERTAIN CIRCUMSTANCES. Notwithstanding anything to the contrary in this Agreement, each Seller must, as a condition to the Seller’s Class A Contingent Shares to vest and become entitled to all of the rights of Class A Ordinary Shares, release the mortgage registered pursuant to Section 5.3(c) over the Shares sold by the Seller no later than five Business Days after the earlier to occur of: (i) Buyer giving notice in writing to the Seller that Buyer has filed with the U.S. Securities and Exchange Commission a “price range prospectus” for the IPO and (ii) Buyer having paid the Deferred Consideration Component to the Seller in accordance with Section 2.4(c). Release of the mortgage in this manner, and only in this manner, shall constitute the “Class A Contingent Shares Vesting Condition” for purposes of Article 14 of the Articles of Buyer.
IN CERTAIN CIRCUMSTANCES. If the Employee’s employment by WTAM is terminated, prior to the Vesting Date, by WTAM for any reason other than for “cause” (as defined in the then effective Employment Agreement between the Employee and WTAM), including without limitation, termination by reason of death, disability, a general reduction in force or for any other reason, or, notwithstanding the provisions of Section 1.3, if the Employee shall terminate his employment by WTAM for “good reason” (as defined in the then effective Employment Agreement between the Employee and WTAM), then all of the Shares shall immediately vest upon such termination.
IN CERTAIN CIRCUMSTANCES. To the extent that this Agreement or any other Loan Document requires a payment or prepayment to be made with respect to the Tranche 1 Loans, such provision shall be construed as follows: after payment in full of the outstanding Tranche 1 Loans, then, to the extent of the excess, if any, of the aggregate Letter of Credit Exposure at such time over the balance in the Letter of Credit Collateral Account, an amount equal to the remainder of the amount so required to be paid by the Borrower shall immediately be paid by the Borrower to the Agent for deposit in the Letter of Credit Collateral Account. In addition, the Borrower agrees that, without limitation of the foregoing or of any other provisions of this Agreement or the Loan Documents requiring collateral for the Letters of Credit or other Obligations in whole or in part, and without limitation of other rights and remedies under this Agreement or any Loan Document or at law or in equity, if all of the Loans become due and payable pursuant to Section 7.02 hereof, the Borrower shall immediately pay to the Agent, for deposit in the Letter of Credit Collateral Account, an amount equal to the excess, if any, of the aggregate Letter of Credit Exposure at such time over the balance in the Letter of Credit Collateral Account.
IN CERTAIN CIRCUMSTANCES. The Company expressly acknowledges and agrees that, and the Executive is hereby advised that, this Section 7.1 does not apply to any invention for which no equipment, supplies, facilities or trade secret information of the Company, its subsidiaries or any of their affiliates was used and that was developed entirely on the Executive's own time, unless (i) the invention relates to the business of the Company, its subsidiaries or any of their affiliates or to the Company's, its subsidiaries' or any of their affiliates' actual or demonstrably anticipated research or development or (ii) the invention results from any work performed by the Executive for the Company, its subsidiaries or any of their affiliates.
IN CERTAIN CIRCUMSTANCES. Parent's obligations as guarantor hereunder shall remain in full force and effect until the Commitments shall have terminated and all obligations of the Company under this Agreement and any applicable Hedging Agreement shall have been paid in full. If at any time any payment of principal, interest or any other amount payable by the Company under or in connection with this Agreement, any other Loan Document or any applicable Hedging Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Company or otherwise, Parent's obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time.
IN CERTAIN CIRCUMSTANCES. Notwithstanding the provisions of Section 6.1, the Administrative Agent shall not be required to attempt to sell the Pledged Shares of any Borrower in the manner contemplated by Section 6.1 prior to demanding payment from the Guarantor in respect of such Borrower's Obligations if (a) the Administrative Agent would not be legally permitted to do so by reason of restrictions imposed by the United States Bankruptcy Code, (b) the Administrative Agent would be required to comply with any restrictions on the immediate sale of such Pledged Shares imposed by federal securities laws or regulations or (c) in respect of the Loans of any Borrower, if the Administrative Agent shall not have received (i) counterparts, duly executed by such Borrower, of all documents contemplated by the Credit Agreement to be executed by such Borrower or (ii) a duly perfected first priority security interest in all shares of common stock of the Guarantor purchased by such Borrower with proceeds of such Loans.
