Obligations and Acknowledgements Sample Clauses

Obligations and Acknowledgements. 3.1 Except as expressly permitted by this Agreement, the Licensee must not: (a) authorise (whether by way of a Sub-Licence or otherwise) any other person to exercise any rights granted to the Licensee by this Agreement; or (b) hire or enter into a commercial rental arrangement in respect of any Licensed Material. 3.2 The Licensee acknowledges and agrees that: (a) the Licensed Material and all Intellectual Property in the Licensed Material and associated trade marks remain the sole property of LIXI and its licensors; (b) it has no interest in or rights to the Licensed Material under this Agreement, except as set out in clause 2. 3.3 The Licensee must not: (a) use, modify, translate, decompile, reverse engineer, disassemble, reproduce, disseminate, disclose or create works derived from any Licensed Material, except as provided in this Agreement or as permitted by non-excludable law, if applicable; (b) remove any copyright notice contained within any Licensed Material; (c) use the word LIXI or LIXI’s logo as a part of the Licensee’s name or logo or product name or logo or otherwise use the word LIXI or LIXI’s logo without LIXI’s prior written consent; or (d) represent that its products or services have a relationship with or approval by LIXI that they do not have. 3.4 The Licensee must independently obtain and pay for any equipment or software necessary to use the Licensed Material. 3.5 The Licensee must comply with all Laws in connection with its use of the Licensed Material.
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Obligations and Acknowledgements. (a) I acknowledge that, because of the nature of my duties and the particular responsibilities arising from the nature of my duties, I have, and shall have at all times while I am employed by Accenture, a special obligation to further the interests of Accenture and its Affiliates. (b) I acknowledge that it is the intention of both parties that all Employment IPRs, Employment Works and all materials embodying them will belong to Accenture. (c) I acknowledge and agree that Employment Works, and all materials contained therein or prepared therefor, shall be deemed to be Work Made For Hire on behalf of Accenture as such term is defined under the copyright laws of the United States, and that Accenture and/or the appropriate Affiliate shall be the sole owner of the Employment Works, and all underlying rights therein, worldwide and in perpetuity. In the event that the Employment Works, or any portion thereof, do not qualify or are deemed not to be Work Made For Hire, I hereby irrevocably grant, transfer and assign any and all right, title and interest in and to the Employment Works and all materials contained therein or prepared therefor, and any improvements thereon, including all Employment IPRs. I agree that I shall never transfer, license or assign the Employment Works and/or any Intellectual Property Rights therein to any third party, nor purport to do the same, nor contest Accenture’s or an Affiliate’s exclusive, complete and unrestricted ownership in and to the Employment Works and/or any Intellectual Property Rights therein, nor claim adverse rights therein. In addition to the foregoing, I acknowledge that I shall not be entitled to any compensation other than that provided for in my Employment Agreement for any of the Employment Works and/or any Intellectual Property Rights therein. (d) I shall promptly and fully disclose such Employment Works to Accenture and hereby irrevocably assign, transfer and convey, to the maximum extent permitted by applicable law, all rights and Intellectual Property Rights therein (including rights under patent, copyright, trademark, trade secret, unfair competition and related laws) to Accenture or such other entity as it shall designate, to the extent ownership of any such rights does not vest originally in Accenture. (e) If I have created, invented, designed, developed, contributed to or improved any Works prior to my employment by, or status as a Managing Director of Accenture that are relevant to or implicated by such emp...
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Obligations and Acknowledgements. Nothing herein obligates the Parties to proceed with any transaction or relationship contemplated during the Opportunity, or to disclose any information to each other. Unless and until a definitive agreement related to the Opportunity is executed: (i) no contract or agreement providing for the Opportunity shall be deemed to exist; and (ii) neither Party has any legal obligation with respect to the Opportunity by virtue of this Agreement.
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Obligations and Acknowledgements. 4.1 During the Term of this Agreement, the Recipient shall: (a) Take all necessary actions to maintain itself in good standing, to preserve its legal capacity and to inform the City without delay of any failure to do so; (b) Upon the request of the City and without delay, make its authorized representative(s) available to meet with an employee(s) of the City for budget review and update meetings. During such meetings the Recipient shall disclose any financial or budget related information relevant to the Permitted Purpose that the City may request; (c) Upon the written request of the City and without delay, provide any information as the City may require concerning this Agreement and/or the Permitted Purpose; and (d) Disclose to the City, without delay, any fact, development or event that would or might compromise the Recipient’s ability to carry out the Permitted Purpose or the Recipient’s ability to carry out any of the terms and conditions of this Agreement. For greater certainty, the Recipient shall also disclose to the City, without delay, any fact, development or event that would or might change any aspect of the Permitted Purpose from what is set forth in Schedule “A”. 4.2 The Recipient hereby agrees that a public announcement with respect to this Agreement and/or the Permitted Purpose may be made by the City in the form of a press release, press conference or otherwise and that all reasonable and necessary assistance in the organization of the public announcement, as the City sees fit, shall be provided.
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Obligations and Acknowledgements. 2.1 Flexischools acknowledges that Content provided to the Application by you and Editors in the course of the Purpose is owned by you and Editors respectively. Notwithstanding, you grant Flexischools a non-exclusive, transferable, sub-licensable, royalty-free and worldwide licence to host, use, distribute, copy and display your Content. 2.2 You must not provide Confidential Information to the Application except by direct message to an End-user only and who shall remain bound by privacy and confidentiality under the Agreement. 2.3 You acknowledge that an End-user, having added itself to the Administrator's or Editor's box in the Application: (a) that the Administrator will be able to view the name (but not the password or email address) of the End-user; (b) Content provided to the Application by you will be visible to that End-user; (c) You may be exposed to objectionable Content provided by that End-user; and (d) You may be exposed to advertising or promotional material provided by Flexischools or that End-user. 2.4 You must not while accessing or using the Application, attempt to gain access to a locked box or a purpose-built secured area in another account that has been licensed by Flexischools unless express permission has been granted by Flexischools.
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Obligations and Acknowledgements 
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Related to Obligations and Acknowledgements

  • Representations and Acknowledgements (a) The Executive hereby represents that he is not subject to any restriction of any nature whatsoever on his ability to enter into this Agreement or to perform his duties and responsibilities hereunder, including, but not limited to, any covenant not to compete with any former employer, any covenant not to disclose or use any non-public information acquired during the course of any former employment or any covenant not to solicit any customer of any former employer. (b) The Executive hereby represents that, except as he has disclosed in writing to the Company, he is not bound by the terms of any agreement with any previous employer or other party to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of the Executive’s employment with the Company or to refrain from competing, directly or indirectly, with the business of such previous employer or any other party. (c) The Executive further represents that, to the best of his knowledge, his performance of all the terms of this Agreement and as an employee of the Company does not and will not breach any agreement with another party, including without limitation any agreement to keep in confidence proprietary information, knowledge or data the Executive acquired in confidence or in trust prior to his employment with the Company, and that he will not knowingly disclose to the Company or induce the Company to use any confidential or proprietary information or material belonging to any previous employer or others. (d) The Executive acknowledges that he will not be entitled to any consideration or reimbursement of legal fees in connection with execution of this Agreement. (e) The Executive hereby represents and agrees that, during the Restricted Period, if the Executive is offered employment or the opportunity to enter into any business activity, whether as owner, investor, executive, manager, employee, independent consultant, contractor, advisor or otherwise, the Executive will inform the offeror of the existence of Sections 10, 11, 12 and 13 of this Agreement and provide the offeror a copy thereof. The Executive authorizes the Company to provide a copy of the relevant provisions of this Agreement to any of the persons or entities described in this Section 24(e) and to make such persons aware of the Executive’s obligations under this Agreement.

  • Agreements and Acknowledgements Regarding Hedging Counterparty understands, acknowledges and agrees that: (A) at any time on and prior to the Expiration Date, Dealer and its affiliates may buy or sell Shares or other securities or buy or sell options or futures contracts or enter into swaps or other derivative securities in order to adjust its hedge position with respect to the Transaction; (B) Dealer and its affiliates also may be active in the market for Shares other than in connection with hedging activities in relation to the Transaction; (C) Dealer shall make its own determination as to whether, when or in what manner any hedging or market activities in securities of Issuer shall be conducted and shall do so in a manner that it deems appropriate to hedge its price and market risk with respect to the Relevant Prices; and (D) any market activities of Dealer and its affiliates with respect to Shares may affect the market price and volatility of Shares, as well as the Relevant Prices, each in a manner that may be adverse to Counterparty.

  • FUND ACKNOWLEDGEMENT Each Fund acknowledges that in connection with all foreign exchange transactions entered into by the Fund (or its Investment Advisor acting on its behalf) with SSGM or any sub-custodian, SSGM and each such sub-custodian: (i) shall be acting in a principal capacity and not as broker, agent or fiduciary to the Fund or its Investment Advisor; (ii) shall seek to profit from such foreign exchange transactions, and are entitled to retain and not disclose any such profit to the Fund or its Investment Advisor; and (iii) shall enter into such foreign exchange transactions pursuant to the terms and conditions, including pricing or pricing methodology, (a) agreed with the Fund or its Investment Advisor from time to time or (b) in the case of an indirect foreign exchange service, (i) as established by SSGM and set forth in the Client Publications with respect to the particular foreign exchange execution services selected by the Fund or the Investment Advisor or (ii) as established by the sub-custodian from time to time.

  • Agreements and Acknowledgments Regarding Shares (i) Counterparty agrees and acknowledges that, in respect of any Shares delivered to Dealer hereunder, such Shares shall be newly issued (unless mutually agreed otherwise by the parties) and, upon such delivery, duly and validly authorized, issued and outstanding, fully paid and nonassessable, free of any lien, charge, claim or other encumbrance and not subject to any preemptive or similar rights and shall, upon such issuance, be accepted for listing or quotation on the Exchange. (ii) Counterparty agrees and acknowledges that Dealer (or an affiliate of Dealer) will hedge its exposure to the Transaction by selling Shares borrowed from third party securities lenders or other Shares pursuant to a registration statement, and that, pursuant to the terms of the Interpretive Letter, the Shares (up to the Initial Number of Shares) delivered, pledged or loaned by Counterparty to Dealer (or an affiliate of Dealer) in connection with the Transaction may be used by Dealer (or an affiliate of Dealer) to return to securities lenders without further registration or other restrictions under the Securities Act of 1933, as amended (the “Securities Act”), in the hands of those securities lenders, irrespective of whether such securities loan is effected by Dealer or an affiliate of Dealer. Accordingly, subject to Paragraph 7(h) below, Counterparty agrees that the Shares that it delivers, pledges or loans to Dealer (or an affiliate of Dealer) on or prior to the final Settlement Date will not bear a restrictive legend and that such Shares will be deposited in, and the delivery thereof shall be effected through the facilities of, the Clearance System. (iii) Counterparty agrees and acknowledges that it has reserved and will keep available at all times, free from preemptive or similar rights and free from any lien, charge, claim or other encumbrance, authorized but unissued Shares at least equal to the Share Cap, solely for the purpose of settlement under the Transaction. (iv) Unless the provisions set forth below under “Private Placement Procedures” are applicable, Dealer agrees to use any Shares delivered by Counterparty hereunder on any Settlement Date to return to securities lenders to close out open securities loans created by Dealer or an affiliate of Dealer in the course of Dealer’s or such affiliate’s hedging activities related to Dealer’s exposure under the Transaction. (v) In connection with bids and purchases of Shares in connection with any Cash Settlement or Net Share Settlement of the Transaction, Dealer shall use its good faith efforts to conduct its activities, or cause its affiliates to conduct their activities, in a manner consistent with the requirements of the safe harbor provided by Rule 10b-18, as if such provisions were applicable to such purchases and any analogous purchases under any Additional Transaction, taking into account any applicable SEC no action letters, as appropriate.

  • Waivers and Acknowledgments (a) Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that any Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Loan Party or any other Person or any Collateral. (b) Each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. (c) Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor or other rights of such Guarantor to proceed against any of the other Loan Parties, any other guarantor or any other Person or any Collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Obligations of such Guarantor hereunder. (d) Each Guarantor acknowledges that the Collateral Agent may, without notice to or demand upon such Guarantor and without affecting the liability of such Guarantor under this Guaranty, foreclose under any mortgage by nonjudicial sale, and each Guarantor hereby waives any defense to the recovery by the Collateral Agent and the other Secured Parties against such Guarantor of any deficiency after such nonjudicial sale and any defense or benefits that may be afforded by applicable law. (e) Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of any Secured Party to disclose to such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party or any of its Subsidiaries now or hereafter known by such Secured Party. (f) Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Loan Documents and that the waivers set forth in Section 8.02 and this Section 8.03 are knowingly made in contemplation of such benefits.

  • Certain Covenants and Acknowledgments 8 (a) Transfer Restrictions ..................................... 8 (b)

  • Additional Covenants Agreements and Acknowledgements a. [Intentionally Omitted].

  • Labor Law Policy and Acknowledgement This provision supplements Sections 6 and 7 of the Agreement: By accepting the RSUs, you acknowledge and agree that the grant of RSUs is made by the Company (not the Employer) in its sole discretion and that the value of the RSUs or any shares of Common Stock acquired under the Plan shall not constitute salary or wages for any purpose under Argentine labor law, including, but not limited to, the calculation of (i) any labor benefits including, but not limited to, vacation pay, thirteenth salary, compensation in lieu of notice, annual bonus, disability, and leave of absence payments, etc., or (ii) any termination or severance indemnities or similar payments. If, notwithstanding the foregoing, any benefits under the Plan are considered salary or wages for any purpose under Argentine labor law, you acknowledge and agree that such benefits shall not accrue more frequently than on each Vesting Date.

  • Certain Acknowledgements The Participant acknowledges and agrees (i) that the Trust, the Transfer Agent, the Distributor and their respective agents may elect to review any Order placed through the Web Order Site manually before it is executed and that such manual review may result in a delay in execution of such Order; (ii) that during periods of heavy market activity or other times, it may be difficult to place Orders via the Web Order Site and the Participant may place Orders as otherwise set forth in Attachment A; and (iii) that any transaction information, content, or data downloaded or otherwise obtained through the use of the Web Order Site are done at the Participant’s own discretion and risk. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THE FUND CONNECT AGREEMENT AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE WEB ORDER SITE IS PROVIDED “AS IS,” “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT ANY WARRANTY OF ANY KIND. SPECIFICALLY, WITHOUT LIMITING THE FOREGOING, ALL WARRANTIES, CONDITIONS, OTHER CONTRACTUAL TERMS, REPRESENTATIONS, INDEMNITIES AND GUARANTEES WITH RESPECT TO THE WEB ORDER SITE, WHETHER EXPRESS, IMPLIED OR STATUTORY, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS BY THE TRUST, THE TRANSFER AGENT, THE DISTRIBUTOR OR THEIR RESPECTIVE AGENTS, AFFILIATES, LICENSORS OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO AS TO TITLE, SATISFACTORY QUALITY, ACCURACY, COMPLETENESS, UNINTERRUPTED USE, NON-INFRINGEMENT, TIMELINESS, TRUTHFULNESS, SEQUENCE, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE AND ANY IMPLIED WARRANTIES, CONDITIONS AND OTHER CONTRACTUAL TERMS ARISING FROM TRADE USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE) ARE HEREBY OVERRIDDEN, EXCLUDED AND DISCLAIMED.

  • Additional Acknowledgements By accepting this Agreement electronically, the Grantee and the Company agree that the Restricted Stock Units are granted under and governed by the terms and conditions of the Plan and this Agreement. The Grantee has reviewed in its entirety the prospectus that summarizes the terms of the Plan and this Agreement, has had an opportunity to request a copy of the Plan in accordance with the procedure described in the prospectus, has had an opportunity to obtain the advice of counsel prior to electronically accepting this Agreement and fully understands all provisions of the Plan and this Agreement. The Grantee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and this Agreement.

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