You and the. Tide Platform Users must not disclose or make available your Tide Platform credentials to a third party.
You and the. Additional Contributor will not agree to any change to the Payment Plan, the relevant AC Contribution Plan or Repair Plan, which alters any provision of the Addendum by which the Additional Contributor became a party to this Agreement, this Agreement, the Payment Plan, the relevant AC Contribution Plan or the Repair Plan, unless the Ministry also agrees to those changes.
3.15 Amend clause 14.1 of the Agreement to read as follows:
14.1 The Ministry may disclose to the Council, each bank or financial institution you use from time to time in relation to satisfying the requirements of clause 8.1, your Lender, an Additional Contributor and/or any other person to whom you consent (such consent not to be unreasonably withheld or delayed) any information that relates to you, including your application to receive financial assistance under the Act, this Agreement, any agreement or arrangement you may have (or propose to have) with that bank, financial institution and/or Lender, any loan and any securities securing any loan made to you by that bank, financial institution and/or Lender (including any mortgage over the Property and any enforcement action thereof).
3.16 Add a new clause 14.3A immediately after clause 14.3 of the Agreement to read as follows:
You and the. COMPANY EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND ANY OTHER AGREEMENT, DOCUMENT OR INSTRUMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS OR ACTIONS OF ANY PARTY HERETO.
You and the. Company acknowledge and agree that each of you has reviewed and negotiated the terms and provisions of this Agreement and has had the opportunity to contribute to its revision. Accordingly, the rule of construction to the effect that ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement. Rather, the terms of this Agreement shall be construed fairly as to both parties and not in favor or against either party.
You and the. Company acknowledge and agree that the consulting relationship contemplated by this Agreement is separate and distinct from your service as a member of the Company's Board of Directors, which service shall be governed by (a) the terms and conditions of Company's Certificate of Incorporation and By-Laws, in each case as amended; (b) applicable actions taken by the Board of Directors; (c) the Delaware General Corporation Law; and (d) other applicable federal and state laws. If the foregoing correctly sets forth our mutual understanding, please so indicate by signing this letter in the space provided below and return it to the Company at the above address, whereupon this Agreement shall constitute a binding contract between us and our legal representatives, successors, and assigns. Very truly yours, LEXICON GENETICS INCORPORATED
You and the. Company acknowledge and agree that this Agreement has been reviewed and negotiated by each party and its or his counsel, and the normal rule of construction, to the effect that ambiguities are construed against the drafter, shall not be employed in the interpretation of it. You acknowledge that Xxxxxx Godward LLP has not represented you, and that you have been provided with an opportunity to consult with your own legal counsel, in connection with the subject matter of this Agreement.
(a) If any payment or benefit you would receive pursuant to this Agreement or otherwise in connection with the Merger (hereinafter, a "Payment") would (i) constitute a "parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), then such Payment shall be reduced to the Reduced Amount. The "Reduced Amount" shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in your receipt, on an after-tax basis, of the greater amount of the Payment. If a reduction in payments or benefits constituting "parachute payments" is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the order you elect. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the order you elect.
(b) You shall not be required to mitigate the amount of the severance payment or any other benefit provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Agreement be reduced by any compensation earned by you as the result of other employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by you to Vertex or otherwise.
(c) This Agreement shall be governed by California law as applied to contracts entered into and performed entirely in California by California residents. You and the Company hereby irrevocably waive any right to a trial by jury in any action related to...
You and the. Company understand and agree that this Agreement is confidential. It is therefore agreed that you will not reveal, discuss, publish or in any way communicate any of the terms, amount or fact of this Agreement to any person or entity except for your spouse, accountant, financial advisor, or attorney. Such individuals must also agree to this confidentiality clause. The Company will also maintain the same confidentiality and will only disclose the Agreement to those officers, Scient Board members, and plan administration staff that have a demonstrable "need to know" and who agree to this confidentiality clause. The exception to this provision is when statute, subpoena, public disclosure laws and rules, or court order requires disclosure of some or all of this Agreement. Any press releases, announcements, or public disclosures regarding your service, employment, or your separation will only be by mutual consent. Approval will not be unduly withheld.
You and the. Liminex Parties acknowledge that, as between the Liminex Parties and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (a) product liability claims; (b) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation.
