Survival of Protections Sample Clauses

Survival of Protections. A. Employee hereby recognizes and agrees that the terms and conditions of that the Employee Obligations Agreement (Exhibit B) relating to the protection of Confidential Information, Non-Competition, and Solicitation of Employees or the enforcement thereof (i.e., paragraphs 2, 3, 5, 6, 7, 8, 11 and 12) shall survive the termination of Employee’s employment with Employer and, except as otherwise expressly provided for herein, remain in full force and effect. Employee further recognizes and agrees that the terms and conditions of that certain Lock Up and Voting Agreement dated August 13, 2013 (attached as Exhibit C) shall survive the termination of Employee’s employment for the periods set forth therein. Employee hereby covenants that as of the Separation Date, Employee: (a) has returned to Employer all documents, Information and other property of Employer; (b) does not have any copies, notes, or abstracts of such documents, Information or other property in Employee’s possession or control; (c) has not disclosed to any third parties, including but not limited to any other employers or prospective employers, any trade secret, confidential or other proprietary information of Employer; and (d) shall continue to comply with the terms and conditions of the Employee Obligations Agreement (Exhibit B) relating to the protection of Confidential Information, Non-Competition, and Solicitation of Employees. B. With respect to the Lock-Up and Voting Agreement, dated August 13, 2013, attached as Exhibit C, Employer hereby agrees with Employee that: (i) stock options to acquire an aggregate of 599,545 shares of Employer common stock are “Covered Securities” held by Employee under such agreement, of which there are (1) 3,000 shares of common stock acquired by Employee upon the exercise of vested stock options in September 2014, (2) vested stock options to acquire an aggregate of 435,823 shares and (3) unvested stock options to acquire the remaining 160,722 shares; (ii) of the 599,545 Covered Securities, stock options to acquire 299,772 shares were freed from such lock-up restrictions as of September 3, 2014 (of which 3,000 were exercised by Employee in September 2014), additional stock options to acquire 149,887 stock options will be free from such lock-up restrictions on March 3, 2015, and stock options to acquire the remaining 149,886 shares will be free from such lock-up restrictions on September 3, 2015; and (iii) Employer will consider all of the shares and vested stock...
Sample 1

Related to Survival of Protections

  • Survival of Protection The provisions of this Section 4 shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains in the position or capacity pursuant to which such Protected Person became entitled to indemnification under this Section 4 and regardless of any subsequent amendment to this Agreement; provided, that no such amendment shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendment.

  • Survival of Provisions The obligations contained in this Section 11 shall survive the termination or expiration of the Executive’s employment with the Company and shall be fully enforceable thereafter.

  • Survival of Agreements Except as otherwise contemplated by this Agreement, all covenants and agreements of the parties contained in this Agreement shall survive the Distribution Date.

  • Survival of Agreement All covenants, agreements, representations and warranties made by any party in this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement.

  • Freedom of Information and Protection of Privacy Act Any information provided on this contract may be subject to release under the Freedom of Information and Protection of Privacy Act. The Contractor may be consulted prior to release of any information.

  • Survival of Covenants Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability for the breach of any obligations contained herein, shall survive the Separation and the Distribution and shall remain in full force and effect.

  • Survival of Obligations Without prejudice to Sections 2(a)(iii) and 6(c)(ii), the obligations of the parties under this Agreement will survive the termination of any Transaction.

  • Survival of Agreement; Severability (a) All covenants, agreements representations and warranties made by the Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or the other Loan Document shall be considered to have been relied upon by the Administrative Agent and the Lenders and shall survive the making by the Lenders of the Loans and the issuance of the Letters of Credit by the Issuing Bank regardless of any investigation made by any of them or on their behalf, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any other fee or amount payable under this Agreement or any other Loan Document is outstanding and unpaid or the LC Exposure does not equal zero and as long as the Commitments have not been terminated. (b) In the event one or more of the provisions contained in this Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

  • Reliance on and Survival of Various Provisions All covenants, agreements, statements, representations and warranties made by the Borrower herein or in any certificate delivered pursuant hereto shall (a) be deemed to have been relied upon by the Administrative Agent and each of the Lenders notwithstanding any investigation heretofore or hereafter made by them and (b) survive the execution and delivery of this Agreement and shall continue in full force and effect so long as any Loans are outstanding and unpaid. Any right to indemnification hereunder, including, without limitation, rights pursuant to Sections 2.9, 2.11, 10.3, 11.2 and 11.5 hereof, shall survive the termination of this Agreement and the payment and performance of all Obligations.

  • Survival of Indemnities All indemnities and other provisions relative to reimbursement to the Lenders of amounts sufficient to protect the yield of the Lenders with respect to the Loans and Letters of Credit, including, but not limited to, Sections 8.1, 8.4, 10.4 and 10.13 hereof, shall survive the termination of this Agreement and the other Loan Documents and the payment of the Obligations.

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