Notwithstanding Section 12. 1.1, if an employee in the bargaining unit provides tools or equipment belonging to the employee for use in the course of employment, the Office agrees to provide a safe place to store the tools or equipment.
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. 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).
Notwithstanding Section 12. 7.1, each Party shall notify the other Party on or before the earlier of: (a) one hundred eighty (180) Days after the end of the Transition Period and (b) ten (10) Business Days after the date the Final Settlement Statement is delivered, if it has Knowledge that any of the following adjustments with respect to Imbalances are applicable and such adjustments, if applicable, with respect to Imbalances shall be made between the Parties in the Final Settlement Statement, and each Party waives any other remedies with respect to Imbalances:
(a) If the actual aggregate Imbalances as of the Effective Time exceed the estimated aggregate Imbalance as
(b) If the actual aggregate Imbalances as of the Effective Time are less than the estimated aggregate Imbalance as reflected on Schedule 12.7.1 for purposes of Closing, then Seller shall pay Buyer the product of the Imbalance Rate and the entire amount of such variance.
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.
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. 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. 2.1, in the event Licensor intends to issue a Public Communication containing information regarding the Licensed Product (including the status or outcome of any Clinical Trial or the filing or status of any Marketing Authorization or Pricing Approval) which is required by Law or Securities Exchange Rules, in addition to complying with the provisions of Section 12.2.1, an officer from Licensor must certify in writing to Bayer that: (i) Licensor has been advised by its counsel that the disclosure of such information referring to the Licensed Product in the Public Communication is required by Law or Securities Exchange Rules, and (ii) the proposed Public Communication is non-promotional in nature.
