Notwithstanding Section 12 Sample Clauses

Notwithstanding Section 12. 2.1, unless the Parties otherwise agree in writing, any artwork, text, copy, materials or original concepts of any kind that either Party provides to the other ("Artwork"), whether for the purpose of inclusion or use in the creation of the Program Communications or Work Product or for any other purpose, shall remain the exclusive property of the providing Party, and Marks provided therein shall remain the exclusive property of such Party. Each Party agrees with respect to such Artwork and Marks, (i) that consistent with the other Party may use any of its Artwork or Marks incorporated into jointly produced and owned Program Communications and Work Products as the Parties have agreed such Party may use such Program Communications and Work Products, (ii) a Party shall not use the other Party's Artwork or Marks other than in accordance with the terms of this Agreement, provided, however, that Equifax understands that Intersections works with credit grantors on marketing programs and that certain materials developed for Equifax may be adaptations of materials successfully used with such other such programs, and materials developed for Equifax may be adapted to such other programs.

Notwithstanding Section 12. 1, a Participant may, in the manner determined by the Committee, designate a beneficiary to exercise the rights of the Participant and to receive any distribution with respect to any Award upon the Participant’s death, and, in accordance with Section 7.2(d)(3), upon the Participant’s Disability. A beneficiary, legal guardian, legal representative, or other person claiming any rights pursuant to the Plan is subject to all terms and conditions of the Plan and any Award Agreement applicable to the Participant, except to the extent the Plan and Award Agreement otherwise provide, and to any additional restrictions deemed necessary or appropriate by the Committee. If the Participant is married and resides in a community property state, a designation of a person other than the Participant’s spouse as his beneficiary with respect to more than 50% of the Participant’s interest in the Award shall not be effective without the prior written consent of the Participant’s spouse. If no beneficiary has been designated or survives the Participant, payment shall be made to the person entitled thereto pursuant to the Participant’s will or the laws of descent and distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by a Participant at any time provided the change or revocation is provided to the Company.

Notwithstanding Section 12. 6.1, the execution of this Agreement shall in no way affect any rights and obligations under the Prior Agreements with respect to the Clinical Diagnostic Assays, Clinical Diagnostic Instruments, and the Clinical Diagnostic Field (as such terms are defined in the 1998 Agreement), which rights and obligations shall be wholly unaffected by this Agreement, as between Gen-Probe and Bayer Corporation (as the successor to such rights and obligations).

Notwithstanding Section 12. 1, where: (a) infringement of a patent is caused by the combination of the Products and Services with other hardware, software, communications equipment, or other materials not provided by us (or, in the case of a method claim, additional steps in addition to those performed by the Products and Services), we shall only be obligated to indemnify you if the Products and Services constitute a “material part of the invention” of the asserted patent claim and “not a staple article or commodity of commerce suitable for substantial non-infringing use” as those phrases are used in 35 U.S.C. § 271(c); or (b) there is a claim, suit, proceeding or allegation that Customer Property or other content generated by AI within the Products and Services infringes the intellectual property rights of a third party under the Law of any jurisdiction in which you are using the applicable Products and Services, we shall not be obligated to indemnify you, or defend or hold you harmless, in respect of such claim, suit, proceeding or allegation. Nothing contained herein shall be construed in derogation of the U.S. Department of Justice’s right to defend any claim or action brought against the U.S., pursuant to its jurisdictional statute 28 U.S.C. §516.

Notwithstanding Section 12. 1.1, if the Class A 100% Payment shall have been received by Sellers and the Closing for the Class A Stations shall have occurred, all representations, warranties, covenants and agreements of Sellers with respect to the Class A Stations contained in or made pursuant to this Agreement or in any certificate furnished pursuant hereto shall survive the Class A 100% Payment Date and shall remain in full force and effect to the following extent: (a) representations and warranties with respect to the Class A Stations shall survive for a period of twelve (12) months after the Class A 100% Payment Date, (b) the covenants and agreements relating to the Class A Stations which by their terms survive the Class A 100% Payment Date, shall continue in full force and effect until fully discharged (but not beyond the expiration of twelve (12) months after the Closing Date), and (c) any representation, warranty, covenant or agreement that is the subject of a claim which is asserted in a reasonably detailed writing prior to the expiration of the survival period set forth in this Section 12.1.2, shall survive with respect to such claim or dispute until the final resolution thereof.

Notwithstanding Section 12. 2.8 a Pilot may be offered and awarded additional overtime subject to mutual agreement by the Pilot, the Company and the Association.

Notwithstanding Section 12. 21.1 hereof, in the sole and absolute discretion of beneficiary, all actions or proceedings relating to the Collateral referred to in Article 9 hereof, other than Fixtures, shall be tried and litigated in any California state court sitting in the County of Los Angeles, State of California or any federal court sitting in the County of Los Angeles, State of California. Trustor hereby irrevocably submits to the jurisdiction of such courts to the extent any proceeding is brought in accordance with this Section 12.21.3. Trustor irrevocably waives, to the fullest extent it may effectively do so under Applicable Law, trial by jury and any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Trustor irrevocably consents, to the fullest extent it may effectively do so under Applicable Law, to the service of process of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to Trustor at its said address, such service to become effective 30 days after such mailing, Nothing shall affect the right of Beneficiary to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against Trustor in any other jurisdiction.

Notwithstanding Section 12. 21.1 hereof, in the sole and absolute discretion of beneficiary, all actions or proceedings relating to the Collateral referred to in

Notwithstanding Section 12. 7.1, the Parties acknowledge that each Party shall be entitled to access such Confidential Information, if necessary, in order to, and only in so far as to, perform its undertakings under this License Agreement and its related service agreement that the Parties have entered into on the same date (agreement no. PS20-034).