Principal Institution Sample Clauses

Principal Institution. RXi recognizes that the activities of the SAB Member are or will be subject to the rules and regulations of the Principal Institution and any other Affiliated Institution, now or in the future, and RXi agrees that SAB Member shall be under no obligation to perform Services if such performance would conflict with such rules and regulations, or constitute a conflict of interest under the relevant policies of the Affiliated Institution. The SAB Member has no reason to believe that the SAB Member’s performance of any of the services contemplated by this Agreement will conflict with the applicable rules or policies of any Affiliated Institution, each as presently in effect. In the event such rules and regulations shall, in RXi’s reasonable opinion or the reasonable opinion of the SAB Member, substantially interfere with the performance of Services by the SAB Member, RXi or the SAB Member may terminate this Agreement upon 30 days notice to the other parties. Any such termination by RXi shall not be considered a termination for Cause, unless the Affiliated Institution’s rules or policies that are asserted by RXi or the SAB Member to be in conflict with the performance of the Services are rules or policies that are not generally applied by that Affiliated Institution to other academic researchers at that institution. The SAB Member shall provide copies to RXi of all status reports he delivers and other material correspondences he has with any Affiliated Institution concerning this Agreement or the Services within three (3) business days of his delivery or receipt of such report or correspondence, provided that the policies of any Affiliated Institution permit him to do so, and provided further that RXi agrees to hold any such report or correspondence in confidence.
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Principal Institution. The Companies recognize that the activities of the SAB Member are or will be subject to the rules and regulations of each Principal Institution and any other Affiliated Institution, now or in the future, and the Companies agree that SAB Member shall be under no obligation to perform Services if such performance would conflict with such rules and regulations, or constitute a conflict of interest under the relevant policies of the Affiliated Institution. The Companies further acknowledge that the SAB Member is an employee of the Institute and is subject to the Institute's policies concerning consulting, conflicts of interest and intellectual property. The Companies each agree that nothing in this Agreement shall affect the SAB Member's obligations to, or research on behalf of, the Institute or the University of Massachusetts, including, without limitation, obligations or research of the SAB Member in connection with a transfer by the Institute or the University of Massachusetts of materials or intellectual property developed in whole or in part by the SAB Member, or in connection with research collaborations. The SAB Member has no reason to believe that the SAB Member's performance of any of the services contemplated by this Agreement will conflict with the applicable rules or policies of any Affiliated Institution, each as presently in effect. In the event such rules and regulations shall, in the Companies' reasonable opinion or the reasonable opinion of the SAB Member, substantially interfere with the performance of Services by the SAB Member, the Companies or the SAB Member may terminate this Agreement upon 30 days notice to the other parties. Any such termination by the Companies shall not be considered a termination for Cause, unless the Affiliated Institution's rules or policies that are asserted by the Companies or the SAB Member to be in conflict with the performance of the Services are rules or policies that are not generally applied by that Affiliated Institution to other academic researchers at that institution. The SAB Member shall provide copies to the Companies of all status reports he delivers and other material correspondences he has with any Affiliated Institution (other than the Institute) concerning this Agreement or the Services within three business days of his delivery or receipt of such report or correspondence, provided that the policies of any Affiliated Institution permit him to do so, and provided further that the Companies agree t...
Sample 1
Principal Institution. RXi recognizes that the activities of the Advisor are or will be subject to the rules and regulations of the Principal Institution and any other Affiliated Institution, now or in the future, and RXi agrees that the Advisor shall be under no obligation to perform Services if such performance would conflict with such rules and regulations, or constitute a conflict of interest under the relevant policies of the Affiliated Institution. The Advisor has no reason to believe that the Advisor’s performance of any of the services contemplated by this Agreement will conflict with the applicable rules or policies of any Affiliated Institution, each as presently in effect. In the event such rules and regulations shall, in RXi’s reasonable opinion or the reasonable opinion of the Advisor, substantially interfere with the performance of Services by the Advisor, RXi or the Advisor may, notwithstanding anything herein to the contrary, terminate this Agreement without liability to the other party upon 30 days notice. The Advisor shall provide copies to RXi of all status reports he delivers and other material correspondences he has with any Affiliated Institution concerning this Agreement or the Services within three (3) business days of his delivery or receipt of such report or correspondence, provided that the policies of any Affiliated Institution permit him to do so, and provided further that RXi agrees to hold any such report or correspondence in confidence.
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Principal Institution. The Company recognizes that the activities of the Member are or will be subject to the rules and regulations of [insert] (the “Principal Institution”), now or in the future, and the Company agrees that Member shall be under no obligation to perform Services if such performance would conflict with such rules and regulations. In the event such rules and regulations shall, in the Company’s opinion, substantially interfere with the performance of Services by the Member, the Company may terminate this Agreement upon thirty (30) days notice to the Member.
Sample 1
Principal Institution. The Company recognizes that the activities of the SAB Member are or will be subject to the rules and regulations of the Principal Institution or Affiliated Institution, now or in the future, and the Company agrees that SAB Member shall be under no obligation to perform Services if such performance would conflict with such rules and regulations, or constitute a conflict of interest under the relevant policies of the Affiliated Institution. The SAB Member has no reason to believe that the SAB Member's performance of any of the services contemplated by this Agreement will conflict with the applicable rules or policies of any Affiliated Institution, each as presently in effect. In the event such rules and regulations shall, in the Company's opinion, substantially interfere with the performance of Services by the SAB Member, the Company may terminate this Agreement upon 30 days notice to the SAB Member. The SAB Member shall provide copies to the Company of all status reports he delivers and other material correspondences he has with any Affiliated Institution concerning this Agreement or the Services within three days of his delivery or receipt of such report or correspondence.
Sample 1
Principal Institution. The Company recognizes that the activities of the Strategic Advisor are or will be subject to the rules and regulations of the Principal Institution, now or in the future, and the Company agrees that Strategic Advisor shall be under no obligation to perform Services if such performance would conflict with such rules and regulations, or constitute a conflict of interest under the relevant policies of the Principal Institution. In the event such rules and regulations shall, in the Company’s opinion, substantially interfere with the performance of Services by the Strategic Advisor, the Company may terminate this Agreement upon thirty (30) days prior notice to the Strategic Advisor.
Sample 1
Principal Institution. Stony Hill recognizes that the activities of the Consultant are or will be subject to the rules and regulations of the Principal Institution and any other Affiliated Institution, now or in the future, and Stony Hill agrees that the Consultant shall be under no obligation to perform Services if such performance would conflict with such rules and regulations, or constitute a conflict of interest under the relevant policies of the Affiliated Institution. The Consultant has no reason to believe that the Consultant’s performance of any of the services contemplated by this Agreement will conflict with the applicable rules or policies of any Affiliated Institution, each as presently in effect. In the event such rules and regulations shall, in Stony Hills’ reasonable opinion or the reasonable opinion of the Consultant, substantially interfere with the performance of Services by the Consultant, Stony Hill or the Consultant may, notwithstanding anything herein to the contrary, terminate this Agreement without liability to the other party upon 30 days notice. The Consultant shall provide copies to Stony Hill of all status reports he delivers and other material correspondences he has with any Affiliated Institution concerning this Agreement or the Services within three (3) business days of his delivery or receipt of such report or correspondence, provided that the policies of any Affiliated Institution permit him to do so, and provided further that Stony Hill agrees to hold any such report or correspondence in confidence.
Sample 1
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Related to Principal Institution

  • Financial Institution The Financial Institution will not be liable under this Agreement, except for (i) its own willful misconduct, bad faith or negligence or (ii) breach of its representations and warranties in this Agreement. The Financial Institution will not be liable for special, indirect or consequential losses or damages (including lost profit), even if the Financial Institution has been advised of the likelihood of the loss or damage and regardless of the form of action.

  • Affected Financial Institution No Loan Party is an Affected Financial Institution.

  • Eligible Institution An institution having (i) the highest short-term debt rating, and one of the two highest long-term debt ratings of the Rating Agency; or (ii) with respect to any Custodial Account, an unsecured long-term debt rating of at least one of the two highest unsecured long-term debt ratings of the Rating Agencies.

  • SENDING INSTITUTION Country: ............................................................

  • EEA Financial Institution No Loan Party is an EEA Financial Institution.

  • Institution For the purposes of these Terms and Conditions, the “Institution” means the institution purchasing goods and services for which a Purchase Order has been lawfully issued to the Vendor.

  • Location of Financial Institution Regardless of any provision in any other agreement, for purposes of the UCC, New York will be the location of the bank for purposes of Sections 9-301, 9-304 and 9-305 of the UCC and the securities intermediary for purposes of Sections 9-301 and 9-305 and Section 8-110 of the UCC.

  • Affected Financial Institutions No Loan Party is an Affected Financial Institution.

  • Disqualified Institutions (i) No assignment or participation shall be made to any Person that was a Disqualified Institution as of the date (the “Trade Date”) on which the assigning Lender entered into a binding agreement to sell and assign all or a portion of its rights and obligations under this Agreement to such Person, as the case may be (unless the Company has consented to such assignment in writing in its sole and absolute discretion, in which case such Person will not be considered a Disqualified Institution for the purpose of such assignment or participation). For the avoidance of doubt, with respect to any assignee that becomes a Disqualified Institution after the applicable Trade Date (including as a result of the delivery of a notice pursuant to the definition of “Disqualified Institution”), (x) such assignee shall not retroactively be disqualified from becoming a Lender and (y) the execution by the Company or other applicable Borrower of an Assignment and Assumption with respect to such assignee will not by itself result in such assignee no longer being considered a Disqualified Institution. Any assignment in violation of this clause (f)(i) shall not be void, but the other provisions of this clause (f) shall apply. (ii) Notwithstanding the foregoing, if any assignment or participation is made to any Disqualified Institution without the applicable Borrower’s prior written consent in violation of clause (i) above, or if any Person becomes a Disqualified Institution after the applicable Trade Date, the applicable Borrower may, at its sole expense and effort, upon notice to the applicable Disqualified Institution and the Administrative Agent, (A) terminate the Commitment of such Disqualified Institution and repay all obligations of the applicable Borrower owing to such Disqualified Institution in connection with such Commitment and/or (B) require such Disqualified Institution to assign, without recourse (in accordance with and subject to the restrictions contained in this Section), all of its interest, rights and obligations under this Agreement to one or more Eligible Assignees at the lesser of (x) the principal amount thereof and (y) the amount that such Disqualified Institution paid to acquire such interests, rights and obligations, in each case plus accrued interest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder. (iii) Notwithstanding anything to the contrary contained in this Agreement, Disqualified Institutions (A) will not (x) have the right to receive information, reports or other materials provided to Lenders by the Borrowers, the Administrative Agent or any other Lender, (y) attend or participate in meetings attended by the Lenders and the Administrative Agent, or (z) access any electronic site established for the Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders and (B) (x) for purposes of any consent to any amendment, waiver or modification of, or any action under, and for the purpose of any direction to the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) under this Agreement or any other Loan Document, each Disqualified Institution will be deemed to have consented in the same proportion as the Lenders that are not Disqualified Institutions consented to such matter, and (y) for purposes of voting on any plan of reorganization, each Disqualified Institution party hereto hereby agrees (1) not to vote on such plan of reorganization, (2) if such Disqualified Institution does vote on such plan of reorganization notwithstanding the restriction in the foregoing clause (1), such vote will be deemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws), and such vote shall not be counted in determining whether the applicable class has accepted or rejected such plan of reorganization in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws) and (3) not to contest any request by any party for a determination by the Bankruptcy Court (or other applicable court of competent jurisdiction) effectuating the foregoing clause (2).

  • Bank The Buyer (a) is a national bank or banking institution organized under the laws of any State, territory or the District of Columbia, the business of which is substantially confined to banking and is supervised by the State or territorial banking commission or similar official or is a foreign bank or equivalent institution, and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto.

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