Subsequent Discoveries Sample Clauses

Subsequent Discoveries. The parties acknowledge that there is a risk that subsequent to the execution of this Agreement, they will discover facts, which are unknown or unanticipated at the time this Agreement is executed, which if known by them on a date that this Agreement is executed, may have materially affected their decisions to execute this Agreement. The parties expressly assume the risk of discovery of such unknown and unanticipated facts and that this Agreement shall be fully valid notwithstanding the discovery of any such facts.
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Subsequent Discoveries. Executive represents and warrants that he has not knowingly participated in any violation of law or regulation in the course of performing services for the Group. In the event that the Group discovers that, in the course of Executive’s performance of services for the Group, he committed or participated in any violation of law or regulation, Executive agrees that the Company may, at its sole discretion, rescind any payments or benefits made under this Agreement. Executive further waives and forfeits any claim for any compensation or benefits still due and payable under this Agreement. In the event that the U.S. Securities and Exchange Commission (the “SEC”), the U.S. Department of Justice or any other United States or foreign criminal or regulatory authority files criminal, civil, administrative or other regulatory proceedings against Executive for any reason related to Executive’s performance of services for the Group, Executive acknowledges and agrees that such action will suspend and toll any further obligations that the Company may have under this Agreement. Such suspension or tolling shall remain in effect pending final resolution, including final exhaustion of any appellate remedies in such proceedings. In the event that Executive is convicted of or pleads nolo contendere to a crime or subject to a finding by a regulatory authority or a court that he violated U.S. laws or regulations or the laws or regulations of a foreign country in the course of Executive’s performance of services for the Group, then: (1) the Company shall be relieved of all of its obligations under Section 3 of this Agreement; (2) Executive agrees and undertakes to forfeit any grant of equity awards made by the Company under this Agreement; and (3) Executive further waives and forfeits any claim for any compensation or benefits still due and payable and any benefits to be provided under this Agreement. This Section 5 shall survive termination of this Agreement.
Sample 1
Subsequent Discoveries. As part of this Agreement, you represent and warrant that you have not knowingly participated in any violation of law or regulation in the course of performing services for the Company. In the event that the Company discovers that, in the course of your performance of services for the Company, you knowingly committed or knowingly participated in any violation of law or regulation, you agree and undertake to repay to the Company all monies paid to you pursuant to paragraph 3 of this Agreement, and you further waive and forfeit any claim for any monies still due and payable to you pursuant to paragraph 3. In the event that the SEC or any other United States or foreign criminal or regulatory authority files criminal, civil, administrative or other regulatory proceedings against you for any reason related to your performance of services for the Company, you acknowledge and agree that such action will suspend and toll any further obligations that the Company may have under this Agreement. Such suspension or tolling shall remain in effect pending final resolution, including final exhaustion of any appellate remedies in such proceedings. In the event that you are convicted of or plead nolo contendere to a crime or subject to a finding by a regulatory authority (including, but not limited to, the SEC) that you violated U.S. laws or regulations or the laws or regulations of a foreign country in the course of your performance of services for the Company, then: (1) the Company shall be relieved of all of its obligations under this Agreement; (2) you agree and undertake to repay to the Company all monies paid pursuant to Paragraph 3 herein, excluding any monies previously repaid; and (3) you further waive and forfeit any claim for any monies still due and payable and any benefits to be provided under this Agreement.
Sample 1

Related to Subsequent Discoveries

  • Reasonable Time for Winding Up A reasonable time shall be allowed for the orderly winding-up of the business and affairs of the Partnership and the liquidation of its assets pursuant to Section 13.2, in order to minimize any losses otherwise attendant upon such winding-up, and the provisions of this Agreement shall remain in effect between the Partners during the period of liquidation.

  • Final Adjustment After Closing If final bills are not available or cannot be issued prior to Closing for any item being prorated under Section 8.1, then Purchaser and Seller agree to allocate such items on a fair and equitable basis as soon as such bills are available, final adjustment to be made as soon as reasonably possible after the Closing. Payments in connection with the final adjustment shall be due within thirty (30) days of written notice. All such rights and obligations shall survive the Closing.

  • Former Employer Information The Executive agrees that he has not and will not, during the term of his employment, (i) improperly use or disclose any proprietary information or trade secrets of any former employer or other person or entity with which the Executive has an agreement or duty to keep in confidence information acquired by Executive, if any, or (ii) bring into the premises of the Company any document or confidential or proprietary information belonging to such former employer, person or entity unless consented to in writing by such former employer, person or entity. The Executive will indemnify the Company and hold it harmless from and against all claims, liabilities, damages and expenses, including reasonable attorneys’ fees and costs of suit, arising out of or in connection with any violation of the foregoing.

  • Closing Prorations and Adjustments The prorations set forth in this Section 6.5 shall be on a Property-by-Property basis and not among, or between, Properties, and shall not be allocated on an Applicable Share basis.

  • Reasonable Time for Winding Up A reasonable time shall be allowed for the orderly winding-up of the business and affairs of the Partnership and the liquidation of its assets pursuant to Section 13.2 hereof, in order to minimize any losses otherwise attendant upon such winding-up, and the provisions of this Agreement shall remain in effect between the Partners during the period of liquidation.

  • Full Information Concerning Ownership Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder of Rights upon the occurrence of any purported exercise as set forth in this Section 7 unless the certificate contained in the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise shall have been duly completed and signed by the registered holder thereof and the Company shall have been provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

  • Opportunities for Additional Information Each Purchaser acknowledges that such Purchaser has had the opportunity to ask questions of and receive answers from, or obtain additional information from, the executive officers of the Company concerning the financial and other affairs of the Company, and to the extent deemed necessary in light of such Purchaser’s personal knowledge of the Company’s affairs, such Purchaser has asked such questions and received answers to the full satisfaction of such Purchaser, and such Purchaser desires to invest in the Company.

  • Forward-Looking Information No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and no forward-looking information within the meaning of Section 1(1) of the Securities Act (British Columbia)) contained or incorporated by reference in the Registration Statement, the Prospectuses or the Time of Sale Prospectuses has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.

  • Pricing Information Each Fund or its designee will furnish Plan Provider on each business day that the New York Stock Exchange is open for business ("Business Day"), with (i) net asset value information as of the close of trading (currently 4:00 p.m. Eastern Time) on the New York Stock Exchange or as at such later times at which a Fund's net asset value is calculated as specified in such Fund's prospectus ("Close of Trading"), (ii) dividend and capital gains information as it becomes available, and (iii) in the case of income Funds, the daily accrual or interest rate factor (mil rate). The Funds shall use their best efforts to provide such information to Plan Provider by 6:00 p.m. Central Time on the same Business Day. Distributor or its affiliate will provide Plan Provider (a) daily confirmations of Account activity within five Business Days after each day on which a purchase or redemption of Shares is effected for the particular Account, (b) if requested by Plan Provider, quarterly statements detailing activity in each Account within fifteen Business Days after the end of each quarter, and (c) such other reports as may be reasonably requested by Plan Provider.

  • ERISA Information The Borrower will furnish to the Administrative Agent:

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