Protection and Preservation Sample Clauses

Protection and Preservation. Each Party on behalf of itself, its Representatives, employees, agents, and contractors, agrees that it will receive and hold all Confidential Information in trust and confidence and that it will treat all Confidential Information with the same degree of care as it accords to its own confidential information of like sensitivity, but in no event less than a reasonable level of care. Each Party shall: (i) not sell, license, transfer, publish, disclose, display or otherwise make available the Confidential Information of the other Party; (ii) not reverse assemble or reverse compile in whole or in part any applicable Confidential Information; (iii) acknowledge and take commercially reasonable steps to preserve the other Party's ownership rights in and to such other Party's Confidential Information; (iv) hold in trust and confidence and not use any Confidential Information except as necessary to perform obligations set forth in this Agreement; and (v) similarly bind in writing necessary third parties to the confidentiality obligations of this Section 6.1.3. Notwithstanding the foregoing, each Party shall have the right to disclose the other party's Confidential Information to its appropriate officers, directors, employees, auditors and attorneys on a "need to know basis". Further, each Party may disclose the other Party's Confidential Information to the extent necessary to comply with an order of an administrative agency or court of competent jurisdiction, or to enforce a Party's rights under this Agreement. As an express condition to the preceding sentence, the Party being required to disclose the information shall (i) take all reasonable steps to prevent such disclosure and (ii) provide prior written notice thereof to the other Party in sufficient time to enable the other Party to seek a protective order or otherwise contest such disclosure. Each Party agrees that it will ensure that its Representatives, employees, agents and contractors will not make use of, disseminate, or in any way disclose any Confidential Information of the other Party to any person, firm or business, except as necessary to perform obligations set forth in this Agreement and then only under a written confidentiality agreement no less restrictive than this Section 6.1 ("Confidential Information"). The obligations of non-disclosure and non use shall apply to Confidential Information for a period of three (3) years from the date of disclosure.
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Protection and Preservation. 14.1 The Licensor and the Licensee mutually covenant that they will at all times use their best efforts to preserve the value and validity of the Licensor’s Products and Brands. 14.2 The Licensee shall promptly give notice to the Licensor of any conflicting use, act of infringement, appropriation, and any action or threatened action by any person alleging that the use of the Products or Brands infringes the rights of a third person (the “Unauthorized Use”). 14.3 If, after three (3) months from the time the Licensor has knowledge of the Unauthorized Use, the Licensor declines or fails to defend or protect the Products or Brands, the Licensee may provide the Licensor with an opinion as to the substantial likelihood of success from an independent competent counsel in the field of intellectual property (the “Opinion”). 14.4 If, after three (3) months from the time the Licensor receives the Opinion, the Licensor declines or fails to defend or protect the Products or Brands, the Licensee shall have the right, at its own cost, to prosecute, defend or assume conduct of the prosecution or defence of the Products or Brands provided that the Licensee: a) retains the legal counsel approved by the Licensor; and b) regularly consults the Licensor’s designated Attorney in privilege communication in order to: i. keep the Licensor fully informed of the progress of the proceedings; ii. consult the Licensor on all legal matters pertaining to the proceedings; and iii. provide the Licensor with copies of all pleadings and correspondence pertaining to the proceedings. The Licensee and Licensor agree that the proceeds and any damages awarded in these proceedings shall be considered, the Licensee’s after legal and attorney costs have for such action have been deducted from such proceeds or damages awarded. 14.5 In all such proceedings, each of the Parties shall cooperate and assist the other to the fullest extent possible on any such negotiations and proceedings. 14.6 If the Licensor is a party to proceedings, referred to in clause 14 of this Agreement, the Licensor may in its sole discretion settle any dispute with any third party at any time without notice or compensation to the Licensee.
Sample 1
Protection and Preservation. Green Cloud and Reseller will receive and hold all Confidential Information of the other in trust and confidence and will treat all Confidential Information of the other with no less than a reasonable level of care. Green Cloud and Reseller shall: (a) Not sell, license, transfer, publish, disclose, display or otherwise make available the Confidential Information of the other: (b) Not reverse assemble or reverse compile any applicable Confidential Information; (c) Take commercially reasonable steps to preserve the other’s ownership rights in Confidential Information; (d) Similarly bind in writing their Representatives to the confidentiality obligations of the Agreements. Reseller and Green Cloud have the right to disclose, solely on a “need to know” basis, the other’s Confidential Information to its own officers, directors, employees, auditors and attorneys (“Representatives”), provided that they agree to be bound by the provisions of this section. Further, Green Cloud and Reseller may disclose the other’s Confidential Information to the extent necessary to comply with an order of an administrative agency or court of competent jurisdiction, or to enforce a party’s rights under the Agreements. The party being required to disclose the information shall promptly provide written notice thereof to the other party so the other party may, if it so chooses, attempt to prevent such disclosure or otherwise contest such disclosure. Green Cloud and Reseller will ensure that their respective Representatives will not make use of, disseminate, or in any way disclose any Confidential Information of the other party to any person, firm, or business, except as necessary to perform obligations set forth in the Agreements and then only under a written confidentiality agreement no less restrictive than this section.
Sample 1
Protection and Preservation. KVT shall at all times keep the Collateral free from any adverse lien, security interest, or encumbrance except in favor of the Secured Party and the Senior Lenders. KVT shall at all times keep the Collateral in good order and repair and will not waste or destroy the Collateral or any part thereof; and KVT will not use the Collateral in violation of any statute or ordinance; and Secured Party may examine and inspect the Collateral at any time, wherever located, during normal business hours with reasonable advance notice. KVT shall be permitted, but not required, to defend any trademark actions relating to the use of the xxxx "Verbatim" and if electing not to so defend, Secured Party shall be permitted, but not required, to undertake such defense, at its own cost and expense.
Sample 1
Protection and Preservation. Elluminati and the Appswarm mutually covenant that they will at all times use their best efforts to preserve the value and validity of Elluminati’s Products and Brands.
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Related to Protection and Preservation

  • Historic Preservation Subrecipient agrees to comply with the Historic Preservation requirements set forth in the National Historic Preservation Act of 1966, as amended (16 U.S.C. 470) and the procedures set forth in 36 CFR 800, Protection of Historic Properties, insofar as they apply to the performance of this Contract. In general, this requires concurrence from the State Historic Preservation Officer for all rehabilitation and demolition of historic properties that are fifty years old or older or that are included on a Federal, State, or local historic property list.

  • Protection The Asset Representations Reviewer will take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of Confidential Information, including those measures that it takes to protect its own confidential information and not less than a reasonable standard of care. The Asset Representations Reviewer acknowledges that Personally Identifiable Information is also subject to the additional requirements in Section 4.09.

  • Preservation, Maintenance, and Protection of the Property Inspections. Borrower will not destroy, damage, or impair the Property, allow the Property to deteriorate, or commit waste on the Property. Whether or not Borrower is residing in the Property, Borrower must maintain the Property in order to prevent the Property from deteriorating or decreasing in value due to its condition. Unless Lender determines pursuant to Section 5 that repair or restoration is not economically feasible, Borrower will promptly repair the Property if damaged to avoid further deterioration or damage. If insurance or condemnation proceeds are paid to Lender in connection with damage to, or the taking of, the Property, Borrower will be responsible for repairing or restoring the Property only if Xxxxxx has released proceeds for such purposes. Lender may disburse proceeds for the repairs and restoration in a single payment or in a series of progress payments as the work is completed, depending on the size of the repair or restoration, the terms of the repair agreement, and whether Borrower is in Default on the Loan. Lender may make such disbursements directly to Borrower, to the person repairing or restoring the Property, or payable jointly to both. If the insurance or condemnation proceeds are not sufficient to repair or restore the Property, Borrower remains obligated to complete such repair or restoration. Lender may make reasonable entries upon and inspections of the Property. If Lender has reasonable cause, Xxxxxx may inspect the interior of the improvements on the Property. Lender will give Borrower notice at the time of or prior to such an interior inspection specifying such reasonable cause.

  • Preservation of Privilege Nothing contained in this Agreement or any Consent Judgment, and no act required to be performed pursuant to this Agreement or any Consent Judgment, is intended to constitute, cause, or effect any waiver (in whole or in part) of any attorney-client privilege, work product protection, or common interest/joint defense privilege, and each Party and Participating Subdivision agrees that it shall not make or cause to be made in any forum any assertion to the contrary.

  • Protection of PFPC PFPC shall be indemnified by the Fund and without liability for any action PFPC takes or does not take in reliance upon directions or advice or Oral Instructions or Written Instructions PFPC receives from or on behalf of the Fund or from counsel and which PFPC believes, in good faith, to be consistent with those directions or advice and Oral Instructions or Written Instructions. Nothing in this section shall be construed so as to impose an obligation upon PFPC (i) to seek such directions or advice or Oral Instructions or Written Instructions, or (ii) to act in accordance with such directions or advice or Oral Instructions or Written Instructions.

  • Preservation of Business The Seller will keep its business and properties substantially intact, including its present operations, physical facilities, working conditions, and relationships with lessors, licensors, suppliers, customers, and employees.

  • Preservation of Property Bank shall not be bound to take any steps necessary to preserve any rights in any property pledged as collateral to Bank to secure Borrower and/or Guarantor's Liabilities and Obligations as against prior parties who may be liable in connection therewith, and Borrower and Guarantor hereby agree to take any such steps. Bank, nevertheless, at any time, may (a) take any action it deems appropriate for the care or preservation of such property or of any rights of Borrower and/or Guarantor or Bank therein; (b) demand, sue for, collect or receive any money or property at any time due, payable or receivable on account of or in exchange for any property pledged as collateral to Bank to secure Borrower and/or Guarantor's Liabilities to Bank; (c) compromise and settle with any person liable on such property; or (d) extend the time of payment or otherwise change the terms of the Loan Documents as to any party liable on the Loan Documents, all without notice to, without incurring responsibility to, and without affecting any of the Obligations or Liabilities of Guarantor.

  • Confirmation and Preservation of Indenture The Indenture as supplemented by this Supplemental Indenture is in all respects confirmed and preserved.

  • Preservation Fail to use reasonable efforts to preserve intact in any material respect their business organizations and assets and maintain their rights, franchises and existing relations with customers, suppliers, employees and business associates.

  • Protection of Property Seller assumes, and shall ensure that all subcontractors thereof and their respective employees assume, the risk of loss or destruction of or damage to any property of such parties whether owned, hired, rented, borrowed or otherwise, brought to a facility owned or controlled by Buyer or Buyer’s customer. Seller waives, and shall ensure that any subcontractor thereof and their respective employees waive, all rights of recovery against Buyer, its subsidiaries and their respective directors, officers, employees and agents for any such loss, destruction or damage. At all times Seller shall, and ensure that any subcontractor thereof shall, use suitable precautions to prevent damage to Buyer's property. If any such property is damaged by the fault or negligence of Seller or any subcontractor thereof, Seller shall, at no cost to Buyer, promptly and equitably reimburse Buyer for such damage or repair or otherwise make good such property to Buyer’s satisfaction. If Seller fails to do so, Buyer may do so and recover from Seller the cost thereof.

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