IN CERTAIN CIRCUMSTANCES Sample Clauses

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 Consultant 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 Consultant'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 Consultant 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. 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

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.

IN CERTAIN CIRCUMSTANCES. (1) Each Contracting Party may, no later than the date a tribunal or court determines for the submission of arguments on preliminary questions, deny the application of this Part and of Article 26 of this Treaty to an Investor or to an Investment of an Investor of another Contracting Party, if the denying Contracting Party establishes that such Investment or Investor is owned or controlled by a natural or juridical person of a third state with or as to which the denying Contracting Party: (i) does not maintain diplomatic relations; or (ii) adopts or maintains measures related to the maintenance of international peace and security, including the protection of human rights, in line with the UN Charter and its international commitments, that: (A) prohibits transactions with respect to that Investor or Investment; or (B) would be violated or circumvented if the benefits of this Part and Article 26 were accorded to that Investor or Investment, including where the measures prohibit transactions with a natural or juridical person who owns or controls such Investor or Investment.

IN CERTAIN CIRCUMSTANCES. INCREASED COSTS OR REDUCED RETURN RESULTING FROM TAXES, RESERVES, CAPITAL ADEQUACY REQUIREMENTS, EXPENSES, ETC. If any Law, guideline or interpretation or any change in any Law, guideline or interpretation or application thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive (whether or not having the force of Law) of any central bank or other Official Body: subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrower of principal, interest, Commitment Fees, Letter of Credit Fees, Agent's Fees or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the overall net income of such Bank), imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any Bank, or imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, any Bank, or (B) otherwise applicable to the obligations of any Bank under this Agreement, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Bank with respect to this Agreement, the Notes or the making, maintenance or funding of any part of the Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on the capital of any Bank or any Bank's parent, taking into consideration the customary policies of any Bank or any Bank's parent with respect to capital adequacy) by an amount which such Bank in its sole discretion deems to be material, such Bank shall from time to time notify in writing the Borrower and the Agent of the amount determined in good faith (using any averaging and attribution methods employed in good faith) by such Bank (which determination shall be conclusive, absent manifest error) to be necessary to compensate such Bank for such increase in cost, reduction of income or additional expense. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Borrower to such Bank ten (10) Business Days...

IN CERTAIN CIRCUMSTANCES. The Company expressly acknowledges and agrees that, and 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 was used and which was developed entirely on Employee's own time, unless (i) the invention relates to the business of the Company or to the Company's actual or demonstrably anticipated research or development or (ii) the invention results from any work performed by Employee for the Company.