SELLERS’ PROTECTIONS Sample Clauses

SELLERS’ PROTECTIONS. 12.1 The Shares and the Assets shall be freely transferable by the Buyer or the Company provided that: 12.1.1 the owner of the Shares and/or all or substantially all of the Assets and/or any right(s) or asset(s) which constitute all or substantially all of the Company’s economic value in the Products (“Substantial Interest”) has, concurrent with taking ownership of the Shares and/or all or substantially all of the Assets and/or a Substantial Interest, entered into a Deed of Accession with the Sellers pursuant to which it accedes to this Agreement, the Milestone Loan Stock Instruments and the Royalty Loan Stock Instruments as the Buyer and the Company and assumes all the obligations of the Buyer and the Company contained herein; and 12.1.2 the Buyer shall remain responsible to the Sellers for the performance of the obligations of the Buyer hereunder and under the Milestone Loan Stock Instruments and the Royalty Loan Stock Instruments as if such obligations had not been assumed by the new owner of the Shares or all or substantially all of the Assets and/or a Substantial Interest. 12.2 The Buyer covenants to the Sellers that, in the event it or any member of the Buyer’s Group grants a licence to a third party for the development, manufacture or commercialisation of any Products, such licence shall be on arm’s length terms and the Buyer shall remain bound by all of the obligations under this Agreement including but not limited to: 12.2.1 the obligations to redeem in cash the Milestone Loan Stock and/or the Royalty Loan Stock; and 12.2.2 the obligations set forth in Clause 11.2. 12.3 The Buyer undertakes that it shall not, and undertakes to procure that none of the Company or any member of the Buyer’s Group shall, enter into any transaction or series of transactions, without the prior written consent of the Sellers, which has, as one of its primary purposes, effects or results in the avoidance, reduction or alleviation of the Buyer’s obligations under this Agreement, including its obligations to redeem in cash the Milestone Loan Stock and/or the Royalty Loan Stock. Any transactions entered into in breach of this undertaking shall be void from the outset. 12.4 The Buyer and any members of the Buyer’s Group to whom the Buyer transfers any Shares shall exercise its rights as owner of the Shares to ensure the Company fully complies with its obligations under this Agreement. The Buyer may only allow a person to subscribe for shares in the capital of the Company if s...
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SELLERS’ PROTECTIONS. The following provisions shall apply to any claim brought by Buyer, Parent or any Parent Affiliate: (a) Sellers are not liable in respect of an individual Claim unless the amount that would otherwise be recoverable from the Sellers in respect of that Claim exceeds US$10,000 (Ten Thousand US Dollars). (b) Sellers are not liable in respect of a Claim unless and until the amount that would otherwise be recoverable from the Sellers in respect of that Claim, when aggregated with any other amount or amounts recoverable in respect of other Claims (excluding any amounts in respect of a Claim for which Sellers have no liability because of Section 9.2 (a) exceeds US$1,000,000 (One Million US Dollars) and in the event that the aggregated amounts exceed US$1,000,000 (One Million US Dollars) in which event the entire amount of such Claims shall be recoverable (subject to Section 9.1(b)). (c) Sellers are not liable in respect of a Claim unless Buyer, Parent or any Parent Affiliate has given Sellers written notice of the Claim (stating in reasonable detail the nature of the Claim and, if practicable, the amount claimed): (i) on or before the third anniversary of the Closing Date in respect of a Claim in connection with the Title Representations and Warranties or the Tax Representations and Warranties; and (ii) on or before the first anniversary of the Closing Date in respect of any other Claim. (d) Sellers are not liable in respect of a Claim to the extent that the matter giving rise to the Claim arises wholly or partially from an event on or before or after Closing Date at the request or direction of, a Parent Affiliate or an authorized agent or adviser of a Parent Affiliate. (e) No Parent Affiliate is entitled to recover more than once in respect of any one matter giving rise to a Claim. (f) Nothing in this Agreement restricts or limits each Parent Affiliate’s general obligation at law to mitigate any loss or damage which it may incur in consequence of a matter giving rise to a Claim.
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SELLERS’ PROTECTIONS. The liability of the Guarantor under this Guarantee and Indemnity shall not be affected, impaired or discharged by reason of any act, omission, matter or thing which but for this provision might operate to release or otherwise exonerate the Guarantor from its obligations hereunder including, without limitation: (a) any amendment, variation or modification to, or replacement of this Agreement; (b) the taking, variation, compromise, renewal, release, refusal or neglect to perfect or enforce any rights, remedies or securities against a Purchaser or any other person; (c) any time or indulgence or waiver given to, or composition made with, the Seller or any other person; or (d) a Purchaser becoming insolvent, going into receivership or liquidation or having an administrator appointed.
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SELLERS’ PROTECTIONS. 4.1 This guarantee and indemnity shall continue in full force and effect notwithstanding, and the liability of the Purchaser’s Guarantor under this guarantee and indemnity shall not be affected, impaired or discharged by reason of, any act, omission, matter or thing which but for this provision might operate to reduce, release or prejudice or otherwise exonerate the Purchaser’s Guarantor from its obligations (without limitation and whether or not known to it or the Sellers) hereunder including, without limitation: (a) any amendment (however fundamental), variation or modification to, or replacement of, any Transaction Document; (b) the taking, variation, compromise, exchange, renewal, release, refusal or neglect to perfect, take up or enforce any rights, remedies or securities against the Purchaser or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or, if appropriate, any failure to receive the full value of any security; (c) any incapacity, lack of power, authority or legal personality, dissolution, amalgamation, reconstruction, consolidation or change in the members or status or constitution, of the Purchaser, the Purchaser’s Guarantor, any Seller or any other person; (d) any time or indulgence or waiver or consent given to, or composition made with, the Purchaser, the Purchaser’s Guarantor or any other person; (e) any purported obligation of the Purchaser, the Purchaser’s Guarantor or any other person to the Sellers (or any security for such obligation) becoming wholly or partly void, invalid or unenforceable for any reason, whether or not known to the Sellers, the Purchaser or the Purchaser’s Guarantor; (f) the Purchaser becoming insolvent, going into receivership or liquidation or having an administrator appointed or becoming subject to any other procedure for the suspension of payments to or protection of creditors or any similar proceedings; or (g) any other act, omission, circumstance, matter or thing which, but for this provision, might operate to release, reduce or otherwise exonerate the Purchaser’s Guarantor from any obligations under this guarantee and indemnity.
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SELLERS’ PROTECTIONS. The liability of the Buyer’s Guarantor under this Guarantee and Indemnity shall not be affected, impaired or discharged by reason of any act, omission, matter or thing which but for this provision might operate to release or otherwise exonerate the Buyer’s Guarantor from its obligations hereunder including, without limitation: (a) any amendment, variation or modification to, or replacement of:
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SELLERS’ PROTECTIONS. The provisions of Schedule 8 shall have effect so as to limit the liability of the Sellers in respect of the Warranties (save for warranties A1 and A5, which shall be excluded from the application of Schedule 8).
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SELLERS’ PROTECTIONS. 6.1 Despite the foregoing provisions of clause 5:- 6.1.1 the Buyer shall not claim compensation from the Seller unless the total amount of all claims, after having exhausted all available relevant insurance coverage which the relevant Group Member has in place, if any, shall exceed SEK 1,000,000, in which event the Buyer shall be entitled to claim the excess over SEK 500,000 of such claim or claims; 6.1.2 the total compensation to be paid by the Seller under the Warranties shall in no event exceed SEK 10,052,000; 6.1.3 the Seller will be under no liability to make any payment in respect of any claim unless:- 3 6.1.3.1 written particulars of the claim (giving details of the specific matter in respect of which such claim is made) are given to the Seller within two months of the Buyer having discovered the claim; and
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Related to SELLERS’ PROTECTIONS

  • Whistleblower Protections The Party shall not discriminate or retaliate against one of its employees or agents for disclosing information concerning a violation of law, fraud, waste, abuse of authority or acts threatening health or safety, including but not limited to allegations concerning the False Claims Act. Further, the Party shall not require such employees or agents to forego monetary awards as a result of such disclosures, nor should they be required to report misconduct to the Party or its agents prior to reporting to any governmental entity and/or the public.

  • System Protection To prevent compromise of systems which contain DSHS Data or through which that Data passes: a. Systems containing DSHS Data must have all security patches or hotfixes applied within 3 months of being made available. b. The Contractor will have a method of ensuring that the requisite patches and hotfixes have been applied within the required timeframes. c. Systems containing DSHS Data shall have an Anti-Malware application, if available, installed. d. Anti-Malware software shall be kept up to date. The product, its anti-virus engine, and any malware database the system uses, will be no more than one update behind current.

  • Job Protection 15.9.1 Subject to 15.10 below, an employee returning from parental leave is entitled to resume work in the same position or a similar position to the one they occupied at the time of commencing parental leave. A similar position means a position: (a) At the equivalent salary, grading; (b) At the equivalent weekly hours of duty; (c) In the same location or other location within reasonable commuting distance; and (d) Involving responsibilities broadly comparable to those experienced in the previous position. 15.9.2 Where applicable, employees shall continue to be awarded increments when their incremental date falls during absence on parental leave.

  • Requirements for Protection In compliance with NPCC requirements and Good Utility Practice, Developer shall provide, install, own, and maintain relays, circuit breakers and all other devices necessary to remove any fault contribution of the Large Generating Facility to any short circuit occurring on the New York State Transmission System not otherwise isolated by Connecting Transmission Owner’s equipment, such that the removal of the fault contribution shall be coordinated with the protective requirements of the New York State Transmission System. Such protective equipment shall include, without limitation, a disconnecting device or switch with load- interrupting capability located between the Large Generating Facility and the New York State Transmission System at a site selected upon mutual agreement (not to be unreasonably withheld, conditioned or delayed) of the Developer and Connecting Transmission Owner. Developer shall be responsible for protection of the Large Generating Facility and Developer’s other equipment from such conditions as negative sequence currents, over- or under-frequency, sudden load rejection, over- or under-voltage, and generator loss-of-field. Developer shall be solely responsible to disconnect the Large Generating Facility and Developer’s other equipment if conditions on the New York State Transmission System could adversely affect the Large Generating Facility.

  • TEACHER PROTECTION A. The teachers shall have the right to review those things in his/her personnel file to which he/she is entitled by Law. At the option of the teacher, a representative of the Association may be present for such review. Each file shall contain a record indicating reviewer and date of review, excluding school personnel official access for record maintenance. B. The teacher may submit a written notation regarding any material and the same will be attached to the file copy of the material in question. If the teacher is asked to sign material placed in his/her file, such signature will be understood to indicate his/her awareness of the material but in no instance shall said signature be interpreted to mean agreement with the content of the material. X. Any serious complaint made against a teacher by any parent, student, and other person will be promptly called to the attention of the teacher. D. If a teacher is to be disciplined or reprimanded by the Board or its designee, he/she shall be entitled to have a representative of the Association present. That representative shall be the teacher's choice between the building representative or another Association officer. E. Each teacher has the responsibility for maintaining proper student control and discipline throughout the school day as well as at school-sponsored activities where he/she is serving as a sponsor or chaperone. The teacher, however, has the primary responsibility for maintaining control and discipline in his/her classroom. The Board will give reasonable support and assistance to teachers with respect to maintenance of control and discipline. Whenever is appears that a particular pupil requires special attention, reasonable steps shall be taken to provide such attention. The teachers recognize that all disciplinary actions and methods invoked by them shall be in accordance with established Board policy. F. Any case of assault upon a teacher which is related to a school-centered problem shall be promptly reported to the Board or its designated representative. If the assault was by a pupil or pupils, the Administration shall promptly investigate the matter and determine suitable discipline for the assaulting pupil. This decision shall be communicated to the teacher concerned. If the assault is by an adult, who is not a pupil, the Board its designee representative shall promptly report the incident to the proper law enforcement authorities. G. A teacher may suspend a pupil from one (1) period, when the grossness of the offense, the persistence of the misbehavior, or the disruptive effect of the violation makes the continued presence of the student in that classroom intolerable. In such cases, the teacher will promptly (by the end of the school day) furnish the administrator or counselor full particulars of the incident. The teacher and the administration will cooperatively endeavor to achieve correction of student behavior through whatever avenues are reasonably available. H. School administrators and teachers will endeavor to achieve correction of the students' misbehavior through counseling and interviews with the child and his/her parents when warranted.

  • Whistleblower Protection Notwithstanding anything to the contrary contained herein, no provision of this Agreement shall be interpreted so as to impede the Employee (or any other individual) from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or making other disclosures under the whistleblower provisions of federal law or regulation. The Employee does not need the prior authorization of the Company to make any such reports or disclosures and the Employee shall not be not required to notify the Company that such reports or disclosures have been made.

  • Eye Protection Where an employee is required by the College or by legislation, in order to perform his/her duties, to acquire and wear prescription eye protection, the employee shall provide the College with proof of purchase by March 1 each year and the College shall reimburse to such employee, on the first pay day of April in each year, up to a maximum of twenty dollars ($20.00); in situations other than the foregoing, the College, may in its discretion, (which discretion shall not be unreasonably exercised) reimburse such expense where it is recommended by the health and safety committee constituted under the Occupational Health and Safety Act.

  • Whistle Blowing Protection The Employer agrees to adhere to the whistle blowing protection pursuant to the

  • Whistleblower Protections and Trade Secrets Notwithstanding anything to the contrary contained herein, nothing in this Agreement prohibits Executive from reporting possible violations of federal law or regulation to any United States governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, or any other whistleblower protection provisions of state or federal law or regulation (including the right to receive an award for information provided to any such government agencies). Furthermore, in accordance with 18 U.S.C. § 1833, notwithstanding anything to the contrary in this Agreement: (i) Executive shall not be in breach of this Agreement, and shall not be held criminally or civilly liable under any federal or state trade secret law (x) for the disclosure of a trade secret that is made in confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (y) for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; and (ii) if Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the trade secret to Executive’s attorney, and may use the trade secret information in the court proceeding, if Executive files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order.

  • STUDENT DISCIPLINE AND TEACHER PROTECTION A. The Board recognizes its responsibility to give all reasonable support and assistance to teachers with respect to the maintenance of control and discipline in the classroom. Whenever it appears that a particular pupil requires the attention of special counselors, social workers, law enforcement personnel, physicians, or other professional persons, the principal shall be notified. The Board feels that the teacher and the specialists indicated above should work together to improve the case. B. It is recognized that discipline problems are less likely to occur in classes where a high level of student interest is maintained. It is likewise recognized that when discipline problems occur, they may most constructively be dealt with by encouragement, praise and emphasis upon a child’s desirable characteristics. A teacher may use such force as is necessary, according to the law, to protect himself/herself from attack or to prevent injury to another student. C. A teacher may ask the principal to exclude a pupil from class when the grossness of the offense, the persistence of the misbehavior, or the disruptive effect of the violation makes the continued presence of the student in the classroom intolerable. In such cases, the teacher will furnish the principal, as promptly as his/her teaching obligations will allow, full particulars of the incident in writing. D. Procedure for suspension of students from school shall be distributed to students and teachers each year. E. Any case of assault upon a teacher while on duty should be promptly reported to the Board or its designated representative. The Board will provide legal counsel to advise the teacher of his/her rights and obligations with respect to such assault and shall promptly render all reasonable assistance to the teacher in connection with handling of the incident by law enforcement and judicial authorities. F. If any teacher is complained against or sued as a result of any action taken by the teacher while in pursuit of his/her employment, the Board may provide legal counsel and render all necessary assistance to the teacher in his/her defense. G. Time lost by a teacher in connection with any incident mentioned in this Article shall not be charged against the teacher. X. The Board will reimburse teachers for any loss, damages or destruction of clothing or personal property of the teacher while on duty in the school or on school premises in those cases where the school could have reasonably prevented the loss. I. No action shall be taken upon any complaint by a parent of the student directed toward the teacher nor shall any notice thereof be included in said teacher’s personnel file unless such matter is promptly reported in writing to the teacher concerned. J. Teachers shall be expected to exercise reasonable care with respect to the safety of pupils and property, but shall not be individually liable, except in the case of gross neglect of duty, for any damage or loss to person or property.

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