NOTICE OF CONFLICTS Sample Clauses

NOTICE OF CONFLICTS. If the Contractor, in the course of the Work, becomes aware of any claimed conflicts, errors or omissions in the Contract Documents or in the City's fieldwork or work of City's separate contractors, the Contractor shall immediately notify the Director in writing. The Director shall promptly review the matter, and if the Director finds a conflict, error or omission, the Director shall determine the corrective actions and advise the Contractor accordingly. If the correction associated with a conflict, error or omission increases or decreases the amount of Work called for in the Contract, the City shall issue an appropriate Change Order in accordance with the Contract Documents. After discovery of an error or omission by the Contractor, any related additional work performed by the Contractor shall be done at the Contractor's risk unless authorized by the Director.
Sample 1
AutoNDA by SimpleDocs
NOTICE OF CONFLICTS. Consultant agrees to notify Egalet in writing before Consultant makes any disclosure or performs, or causes to be performed, any work for or on behalf of Egalet, which appears to threaten or conflict with (a) rights claimed by Consultant, in any concept, idea, development, improvement, art, machine, process, method, product, apparatus, compound, formula, shape, lifeform, composition of matter or configuration of any kind conceived by Consultant or others prior to Consultant’s engagement by Egalet or otherwise outside the scope of this Agreement (collectively, “Other Inventions”), or (b) rights of others arising out of obligations incurred by Consultant prior to this Agreement or otherwise outside the scope of this Agreement. In the event of Consultant’s failure to give notice under the foregoing specified circumstances, Egalet may assume that no such Other Inventions or conflicts exist and Consultant agrees that it will make no claim against Egalet with respect to the use of any such Other Inventions in any work which Consultant performs or causes to be performed for or on behalf of Egalet.
Sample 1

Related to NOTICE OF CONFLICTS

  • Absence of Conflicts The execution and delivery of this Agreement and any other document or instrument contemplated hereby, and the consummation of the transactions contemplated hereby and thereby, and compliance with the requirements hereof and thereof, will not (a) violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on Investor, (b) violate any provision of any indenture, instrument or agreement to which Investor is a party or is subject, or by which Investor or any of its assets is bound, or conflict with or constitute a material default thereunder, (c) result in the creation or imposition of any lien pursuant to the terms of any such indenture, instrument or agreement, or constitute a breach of any fiduciary duty owed by Investor to any third party, or (d) require the approval of any third-party (that has not been obtained) pursuant to any material contract, instrument, agreement, relationship or legal obligation to which Investor is subject or to which any of its assets, operations or management may be subject.

  • Xx Conflicts The execution, delivery and performance of this Agreement, the Note by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Conversion Shares) will not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation or By-laws, or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to which the Company or any of its subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a material adverse effect). All consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof. The Company is not in violation of the listing requirements of the OTC marketplace (the “OTC MARKETS”) and does not reasonably anticipate that the Common Stock will be delisted by the OTC Markets in the foreseeable future, nor are the Company’s securities “chilled” by DTC. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

  • Waiver of Conflicts Recognizing that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP has acted as legal counsel to certain Sellers and their Affiliates prior to the Closing, and that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP intends to act as legal counsel to certain Sellers and their Affiliates (which will no longer include the Target Entities) after the Closing, the Buyer and each of the Target Entities hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP representing such Sellers and/or their Affiliates after the Closing as such representation may relate to the Buyer, any Target Entity or the transactions contemplated herein. In addition, all communications involving attorney- client confidences between such Sellers and their Affiliates or any Target Entity and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers and their Affiliates (and not the Target Entities). Accordingly, the Target Entities shall not, without such Sellers’ consent, have access to any such communications, or to the files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (a) such Sellers and their Affiliates (and not the Target Entities) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities shall be a holder thereof, (b) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in respect of such engagement constitute property of the client, only such Sellers and their Affiliates (and not the Target Entities) shall hold such property rights and (c) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP shall have no duty whatsoever to reveal or disclose any such Attorney-Client Communications or files to any of the Target Entities by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and any of the Target Entities or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have the

  • Resolution of Conflicts Should any conflicts arise among the Management Directors regarding the operations of Fund, the audit committee, consisting of the Non-Management Directors will resolve the conflict.

  • Conflicts In the event of any conflict between the provisions of the Plan as in effect on the Date of Grant and this Agreement, the provisions of the Plan shall govern. All references herein to the Plan shall mean the Plan as in effect on the Date of Grant.

  • No Legal Bar; Conflicts Neither the execution and delivery of this ------------------------ Agreement, nor the consummation by the Purchaser of the transactions contemplated hereby, violates any law, statute, ordinance, regulation, order, judgment or decree of any court or governmental agency applicable to the Purchaser, or violates, or conflicts with, any contract, commitment, agreement, understanding or arrangement of any kind to which the Purchaser is a party or by which the Purchaser is bound.

  • Absence of Conflict The Executive represents and warrants that his employment by the Company as described herein shall not conflict with and will not be constrained by any prior employment or consulting agreement or relationship.

  • Potential Conflicts 7.1 The Board will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the Fund. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Board shall promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof.

  • Conflicts; Defaults The execution and delivery of this Agreement by the Company and the performance by the Company of the transactions and obligations contemplated hereby to be performed by it will not (i) materially violate, conflict with, or constitute a default under any of the terms or provisions of, the Certificate of Incorporation, the bylaws, or any provisions of, or result in the acceleration of any obligation under, any material contract, note, debt instrument, security agreement, or other instrument to which the Company is a party or by which the Company, or any of their assets is bound (collectively, the “Material Agreements”); (ii) result in the creation or imposition of any Liens or claims upon the Company’s assets or upon the Company’s Common Stock; (iii) assuming the accuracy of the Investor’s representations in Section 4.2, constitute a material violation of any law, statute, judgment, decree, order, rule, or regulation of a Governmental Authority applicable to the Company; or (iv) constitute an event which, after notice or lapse of time or both, would result in any of the foregoing. The Company is not presently in violation of its Certificate of Incorporation or bylaws.

Time is Money Join Law Insider Premium to draft better contracts faster.