Specified Acts. During the time of the organization or continuance of this Limited Partnership, neither the General nor the Limited Partners hereof shall do, and the Partners specifically promise not to do any of the following:
A. Use the name of the Partnership (or any substantially similar name) or any trademark or trade name adopted by the Partnership, except in the ordinary course of the Partnership business.
B. Disclose to any non-partner any of the Partnership business practices, trade secrets, or any other information not generally known to the business community.
C. Do any other act or deed with the intention of harming the business operations of the Partnership.
D. Do any act contrary to this Agreement, except with the prior express written approval of all Partners.
E. Do any act that would make it impossible to carry on the intended or ordinary business of the Partnership.
F. Confess a judgment against the Partnership.
G. Abandon or transfer or dispose of Partnership property, real or personal.
Specified Acts. In this Clause 22, unless otherwise specified in Item 14 of Schedule 1, Specified Acts means: failing to attribute or falsely attributing the authorship of any Agreement Material, or any content in the Agreement Material (including literary, dramatic, artistic works and cinematograph films within the meaning of the Copyright Act 1968 (Cth)); materially altering the style, format, colours, content or layout of the Agreement Material and dealing in any way with the altered Agreement Material; reproducing, communicating, adapting, publishing or exhibiting any Agreement Material; and adding any additional content or information to the Agreement Material. For the purposes of this Clause 22, Agreement Material includes any Pre-existing Recipient Material and Third Party Material to the extent that it is included in, forms part of or is attached to the Agreement Material. Confidentiality Subject to sub-clause 23.2 below, a Party must not, without the prior written consent of the other Party, disclose any Confidential Information of the other Party to a third party. In giving written consent to the disclosure of Confidential Information, a Party may impose such conditions as it thinks fit, and the other Party agrees to comply with these conditions. The obligations on the Parties under sub-clause 23.1 above will not be taken to have been breached to the extent that Recipient Confidential Information: is disclosed by a Party to its Personnel or advisers solely in order to comply with obligations, or to exercise rights, under this Agreement; is disclosed to a Party's internal management personnel, solely to enable effective management or auditing of activities related to this Agreement; is disclosed by DFAT, to the responsible Minister, a House or a Committee of the Parliament of the Commonwealth of Australia; is shared by DFAT within DFAT, or with another Commonwealth agency, State or Territory Government or Partner Government, where this serves the Commonwealth's legitimate interests, the State's or Territory's legitimate interests or the Partner Government's legitimate interests; is authorised or required by Law to be disclosed or required in connection with legal proceedings; or is in the public domain otherwise than due to a breach of this Agreement.
Specified Acts. (a) If, at any time during Executive’s employment with the Company or during the 730-day period following the termination or cessation of Executive’s employment with the Company for any reason, Executive commits any Specified Act (as defined below), then notwithstanding any agreement or plan provision to the contrary, the Company may in its discretion, at any time or from time to time during the Evaluation Period related to that Specified Act (as defined below), (i) cancel in whole or part the Initial Grants and/or any other award of stock options or restricted stock or any other award made at any time to Executive under any equity incentive plan of the Company (each an “Award”), whether or not vested, and/or (ii) rescind some or all of any vesting, exercise, payment or delivery that occurred or occurs or is scheduled to occur pursuant to the Initial Grants or any other Award within 730 days before the earlier of the Specified Act or the termination of Executive’s employment, or at any time after the Specified Act, and/or (iii) cease paying or providing any or all of the Severance Package or the Change in Control, and/or (iv) demand that Executive return to the Company any portion of the Severance Package or the Change in Control Benefits previously paid, provided that cessation of payment pursuant to item (iii) and/or demand for return pursuant to item (iv) shall only apply to portions of the Severance Package or Change in Control Benefits in excess of $150,000, which $150,000 shall be consideration for the release signed as required by the Employment Agreement as a condition to payment of the Severance Package or the Change in Control Benefits.
(b) The Company shall notify Executive in writing of any exercise of any of its rights under Section 1(a) within the Evaluation Period related to the Specified Act triggering the Company’s rights.
(c) If the Company rescinds some or all of any vesting, exercise or delivery pursuant to Section 1(a)(ii), then within ten days after receiving from the Company the notice described in Section 1(b), Executive shall be obligated to pay to the Company the gross amount of any gain realized or payment received as a result of the cancelled Award or rescinded vesting, exercise, payment or delivery. Such payment shall be made by returning to the Company all shares of capital stock that Executive purchased or otherwise received in connection with the cancelled Award or rescinded vesting, exercise, payment or delivery, or if such...
Specified Acts. In this clause 16, unless otherwise specified in item 17 of Schedule 1, Specified Acts means: failing to attribute or falsely attributing the authorship of any Agreement Material, or any content in the Agreement Material (including literary, dramatic, artistic works and cinematograph films within the meaning of the Copyright Act 1968 (Cth)); materially altering the style, format, colours, content or layout of the Agreement Material and dealing in any way with the altered Agreement Material; reproducing, communicating, adapting, publishing or exhibiting any Agreement Material; and adding any additional content or information to the Agreement Material. For the purposes of this clause 16, Agreement Material includes any Pre-existing Material and Third Party Material to the extent that it is included in, forms part of or is attached to the Agreement Material.
Specified Acts relating to moral rights
9.5.1 For this clause, the ‘Specified Acts’ means the following classes or types of acts or omissions by or on behalf of the Commonwealth:
a. those which would, but for this clause, infringe the author’s right of attribution of authorship or the author’s right of integrity of authorship;
b. but does not include those which would infringe the author’s right not to have authorship falsely attributed.
Specified Acts. During the time of the organization or continuance of this Limited Partnership, neither the General nor the Limited Partners hereof shall do, and the Partners specifically promise not to do any of the following: Use the name of the Partnership (or any substantially similar name) or any trademark or trade name adopted by the Partnership, except in the ordinary course of the Partnership business. Disclose to any non-partner any of the Partnership business practices, trade secrets, or any other information not generally known to the business community. Do any other act or deed with the intention of harming the business operations of the Partnership. Do any act contrary to this Agreement, except with the prior express written approval of all Partners. Do any act that would make it impossible to carry on the intended or ordinary business of the Partnership. Confess a judgment against the Partnership. Abandon or transfer or dispose of Partnership property, real or personal.
Specified Acts. 11.1 In this clause 11, Specified Acts means any acts or omissions by or on behalf of the Children’s Hospital Foundation:
(1) using, reproducing, adapting or exploiting all or any part of the Award Material and Award IP, with or without attribution of authorship;
(2) supplementing the Award Material and Award IP with any other material;
(3) using the Award Material and Award IP in a different context to that originally envisaged;
(4) but does not include false attribution of authorship.
Specified Acts.
(a) In this Clause 18.2 (Spe cified Acts), unless otherwise specified in Item 11 of Part A (Agreement Details), Spe cified Acts means:
(i) failing to attribute or falsely attributing the authorship of any Agreement Material, or any content in the Agreement Material (including literary,
(ii) materially altering the style, format, colours, content or layout of the Agreement Material and dealing in any way with the altered Agreement Material;
(iii) reproducing, communicating, adapting, publishing or exhibiting any Agreement Material; and
(iv) adding any additional content or information to the Agreement Material.
(b) For the purposes of this Clause 18.2 (Spe cified Acts), Agreement Material includes any Pre-existing Recipient Material and Third Party Material to the extent that it is included in, forms part of or is attached to the Agreement Material.
Specified Acts. During the time of the organization or continuance of The Partnership, neither the General nor Limited Partners may take any of the following actions; and the Partners 774 specifically promise not to do so. 776 (1) Use the name of The Partnership (or any substantially similar name) or any trademark or trade name adopted by The Partnership, except in the ordinary course of Partnership 778 business. 780 (2) Disclose to any non-partner any of The Partnership business practices, trade secrets, or any other information not generally known to the business community. 782
Specified Acts. (a) In this clause 16, unless otherwise specified in item 17 of Schedule 1, Specified Acts means:
(i) falsely attributing the authorship of any Agreement Material, or any content in the Agreement Material (including literary, dramatic, artistic works and cinematograph films within the meaning of the Copyright Act 1968 (Cth));
(ii) materially altering the style, format, colours, content or layout of the Agreement Material and dealing in any way with the altered Agreement Material;
(iii) reproducing, communicating, adapting, publishing or exhibiting any Agreement Material; and
(iv) adding any additional content or information to the Agreement Material. CRC-P Funding Agreement CRC-P53981 | Novogen Limited | March 2017 page 24
(b) For the purposes of clause 16.2(a), Agreement Material includes any Pre-existing Material and Third Party Material to the extent that it is included in, forms part of or is attached to the Agreement Material.
