Ongoing Obligations. I reaffirm my ongoing obligations under the Anthera Pharmaceuticals, Inc. Confidentiality and Inventions Assignment Agreement between me and the Company dated _______________, 20__ (the “Confidentiality Agreement ”), including, without limitation, my obligations to maintain the confidentiality of all confidential and proprietary information of the Company, to return to the Company (in good condition) all of the Company’s equipment, property, and documents (whether in paper, electronic, or other format, and all copies thereof) that are in my possession or control, and refrain from certain solicitation activities for a twelve (12) month period after my employment ends. I acknowledge that the execution of Exhibit A to the Confidentiality Agreement, entitled “Anthera Pharmaceuticals, Inc. Termination Certification” (the “Certification”), is required by the Confidentiality Agreement and accordingly agree to sign and return to the Company, at the same time I return the Release, the Certification (attached hereto as Appendix A) as a condition to my entitlement to the Separation Benefits. I also reaffirm my ongoing obligations under the Anthera Pharmaceuticals, Inc. Statement of Company Policy Regarding Xxxxxxx Xxxxxxx and Disclosure of Material Non-Public Information (the “Xxxxxxx Xxxxxxx Policy”) and agree that those obligations continue to apply following my separation from employment, until such time as any material, nonpublic information possessed by me has become public or is no longer material, but not to exceed 12 months. Without limiting the foregoing, I acknowledge and agree that I shall continue to be subject to the remainder of any Quarterly Black-Out or Special Black-Out (as defined in the Xxxxxxx Xxxxxxx Policy), if such black-out period was instituted prior to my separation from employment.
Ongoing Obligations. 10.1 Our duty to keep your information confidential continues after this agreement ends.
Ongoing Obligations. Executive acknowledges that the Corporation and Executive have ongoing rights and obligations relating to intellectual property and confidential information of the Corporation, together with fiduciary rights and obligations, which will survive the termination of Executive’s employment.
Ongoing Obligations. Employee reaffirms and understands Employee’s ongoing obligations in the Employment Agreement, including Sections 8, 9, 10, 11 and 21.
Ongoing Obligations. 4.1 On and from the date of this Deed until and including the first to occur of (i) the Option Closing Date; or (ii) the Shareholder ceasing to hold any of the Relevant Shares in accordance with this Deed, save with the prior written consent of CWC Inc.:
(A) the Shareholder shall not Dispose of its interests in the shares of Carve-out Holdco or any of them or grant (or permit to arise) any Encumbrance over any Carve-out Holdco Shares held by the Shareholder, and shall use its respective reasonable endeavours to procure that Carve-out Holdco shall not Dispose of its interests in the shares of CWC New Cayman Limited or any of them or grant (or permit to arise) any Encumbrance over any CWC New Cayman Limited shares;
(B) the Shareholder shall use its respective reasonable endeavours, in its capacity as a shareholder in Carve-out Holdco only, to procure that:
(i) no amendment is made to the constitutional documents of Carve-out Holdco (including any change to the terms (including class rights) of the shares in Carve-out Holdco);
(ii) Carve-out Holdco is maintained as an SPV and takes no actions save:
(a) as are necessary to undertake its function as the holding company of CWC New Cayman Limited; (b) as are necessary to comply with its obligation in sub-paragraph 4.1(C) below; or (c) otherwise with the prior consent of CWC Inc.;
(iii) Carve-out Holdco remains as sole shareholder of CWC New Cayman Limited and that none of the shares in CWC New Cayman Limited are sold;
(iv) CWC New Cayman Limited does not dispose of any of its assets;
(v) Carve-out Holdco does not declare, authorise, make, undertake or pay any dividend (in cash or in specie) or other distribution or any reduction of capital;
(vi) Carve-out Holdco does not: (a) allot or agree to allot any shares or other securities in Carve-out Holdco; (b) create, allot, issue or grant any option over, right to subscribe or purchase any share or loan capital or other securities in Carve-out Holdco; or (c) repurchase, redeem or agree to repurchase or redeem any shares or other securities in Carve- out Holdco;
(vii) no proceeding for the voluntary dissolution, winding-up or bankruptcy of Carve-out Holdco is commenced;
(viii) no new appointment is made to, or resignation accepted from, the board of directors of Carve-out Holdco;
(ix) no change is made to the registered office or tax residency of Carve-out Holdco; and
(x) Carve-out Holdco and CWC New Cayman Limited comply with the provisions of the Share Purchase Agree...
Ongoing Obligations. This Agreement shall not affect the Executive’s ongoing obligations under the Employment Agreement or the Restrictive Covenants Agreement.
Ongoing Obligations. I reaffirm my ongoing obligations under the Employment Agreement, including without limitation my obligations under Section 9.
Ongoing Obligations. Contractor agrees to maintain and preserve all documents, records and other data related to any Security Incident for a period that extends until the expiration of the Audit Period.
Ongoing Obligations. Notwithstanding any other Section of this General Release, Executive acknowledges and agrees that he remains bound by, and will continue to comply in all respects with, Sections 5, 6, 7 and 8(e) of the Employment Agreement.
Ongoing Obligations. (i) Upon expiration or termination of this Agreement for any reason, each Party shall no later than thirty (30) days after such termination return to the other Party or destroy any Confidential Information disclosed by the other Party, except for one copy which may be retained in its confidential files.
(ii) Upon termination of this Agreement by BTC pursuant to Sections 11.2 or 11.3 or by Auxilium pursuant to Section 11.4, Auxilium shall assign and deliver to BTC all Regulatory Data and information (including registration dossiers) obtained for or in pursuing Regulatory Approvals, and all Regulatory Approvals (e.g., to BTC; designee in the Territory as permitted under the Law) for Product in the Territory received as of such termination date.
