Written Assurance. This promise by the Association is both a covenant and a condition precedent to the continuing performance by the County of any obligation whatsoever owed by the County to the Association or the employees it represents during the terms of this Memorandum. If the County is at any time uncertain of the Association's continued performance, it may demand, and Association will provide, written assurance of its continued good faith performance of this Memorandum.
Written Assurance. Upon request by COUNTY, CONTRACTOR shall give any written assurances of compliance with the Civil Rights Acts of 1964 and 1991, the Rehabilitation Act of 1973, as amended, and the Americans with Disabilities Act of 1990, as may be required by the Federal government in connection with this Agreement, pursuant to 45 C.F.R. sec. 80.4 or C.F.R. § 84.5 or other applicable Federal or State regulations.
Written Assurance. If County is at any time uncertain of the Council's continued performance, it may demand, and Council will provide, written assurance of its continued good faith performance of this Agreement.
Written Assurance. Notwithstanding anything to the contrary contained herein, the Company shall not effect any Change in Control of the Company, unless the surviving entity agrees in writing to assume all of the Company's obligations under this Agreement.
Written Assurance. DISTRIBUTOR hereby assures UT that DISTRIBUTOR shall not export UT Product from the Territory under any circumstances, including to any destination to which re-export requires a license under the United States Export Administration Regulations. DISTRIBUTOR shall use Commercially Reasonable Efforts to ensure that its Customers and sub-Distributor will not export UT Product from the Territory.
Written Assurance. Without limitation of the foregoing, and in support of maintaining a general license for the export of technical data under this Agreement, a Party receiving an export agrees to not knowingly export or re-export any technical data or materials furnished to such Party under this Agreement, any part thereof or any direct product thereof, directly or indirectly, without first obtaining permission to do so (if required) from the United States Department of Commerce, the United States Food and Drug Administration and/or other appropriate United States Governmental agencies, into any country to which restrictions apply.
Written Assurance. Each Party shall limit the disclosure of Confidential Information that it receives from the other Party to those employees and consultants who have a reasonable need to know such Confidential Information in connection with the activities contemplated under this Agreement. Each party also agrees to inform its employees and consultants who perform substantial work on the Research Program of the obligations of confidentiality specified in Paragraph 8.1 and all such persons shall be bound by the terms of confidentiality set forth therein. The Parties shall ensure that all employees and consultants who are inventors on any patents arising under work carried out under the Research Program will assign to such Party or Parties all inventions made by such persons during the course of performing the Research Program. Each Party may disclose the other's Confidential Information to the extent such disclosure is reasonably necessary in filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable governmental regulations, making a permitted sublicense of its rights hereunder or otherwise in performing its obligations or exercising its rights hereunder, provided that if a Party is required to make any such disclosure of another Party's secret or Confidential Information, it will give at least thirty (30) day written, advance notice to the latter Party of such disclosure requirement. However, to the extent such disclosure is not required by law, a Party shall provide the Party whose Information is being disclosed, an opportunity to identify Confidential Information that shall not be disclosed.
Written Assurance. SPECIALTY PHARMACY hereby assures UT that SPECIALTY PHARMACY shall not export Product from the Territory under any circumstances, including to any destination to which re-export requires a license under the United States Export Administration Regulations.
Written Assurance. Without limitation of the foregoing, and in support of maintaining a general license for the export of technical data under this Agreement, CDS agrees that the Gen-Probe Patent Rights are for use in Japan only and will not be knowingly exported from Japan, directly or indirectly, without CDS first obtaining written permission from GEN-PROBE for such export. GEN-PROBE agrees that such permission shall include obtaining permission for export (if required) from the United States Department of Commerce, the FDA and/or other appropriate United States governmental agencies. CDS shall be responsible for obtaining permission from any countries to which the export will be made.
Written Assurance. Consultant hereby expressly acknowledges that any products and/or technical data received from Company, or any products directly derived from any such technical data, may be subject to U.S. export and re-export controls, and Consultant hereby gives its assurance to Company that it will not knowingly, unless prior written authorization is obtained from Company and the U.S. Commerce Department, export, re- export or otherwise disclose, directly or indirectly, any such product or technical data to any of the countries proscribed by the U.S. Department of Commerce and or U.S. Treasury Department (as such list of countries may be amended from time to time by the U.S. Department of Commerce and/or U.S. Treasury Department).
