Disclosure and Use Restrictions Executive agrees and covenants: (i) to treat all Confidential Information as strictly confidential; (ii) not to directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or part, to any entity or person whatsoever (including other employees of the Company) not having a need to know and authority to know and use the Confidential Information in connection with the business of the Company and, in any event, not to anyone outside of the direct employ of the Company except as required in the performance of Executive’s authorized employment duties to the Company or with the prior consent of the Board acting on behalf of the Company in each instance (and then, such disclosure shall be made only within the limits and to the extent of such duties or consent); and (iii) not to access or use any Confidential Information, and not to copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from the premises or control of the Company, except as required in the performance of Executive’s authorized employment duties to the Company or with the prior consent of the Board acting on behalf of the Company in each instance (and then, such disclosure shall be made only within the limits and to the extent of such duties or consent). Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order. Executive shall promptly provide written notice of any such order to the Board.
Notice and Evidentiary Requirements The employee will give his or her employer notice as soon as reasonably practicable of their request to take leave under this clause.
OWNERSHIP AND USE OF DELIVERABLES The City shall own all rights, titles, and interests throughout the world in and to the deliverables.
OTHER APPLICABLE TERMS & CONDITIONS 5.1. All registered E-bidders at PAH website shall undertake to fully comply with the Terms and Conditions herein. In addition all successful E-Bidders shall also be bound by the terms and conditions as stipulated in the Proclamation of Sale. 5.2. The Auctioneer may from time to time vary, modify or delete any terms and conditions herein without having to give prior notice to the registered E-bidders. 5.3. E-bidders are responsible to ensure that their internet access is in good condition during the whole process of public auction until conclusion thereof. Unsatisfactory internet access may disrupt the bidding made by the E-Bidders. 5.4. The Auctioneer or the PAH Website shall not be held liable for any disruptions delays, failures, errors, omissions or loss of information due to the unsatisfactory internet access or any online interruption that may howsoever occur during the process of the online public auction at PAH Website. 5.5. PAH Website is owned and operated by PROPERTY AUCTION HOUSE SDN BHD (PAH). The E-bidders agree and accept that PAH or the Assignee Bank in which PAH acts for or their solicitors or any of their respective servants or agents shall not be in any way liable for any claims or loss arising out of the use of the PAH Website.
Confidentiality; Use of Name Portfolio Manager and the Trust acknowledge and agree that during the term of this Agreement the parties may have access to certain information that is proprietary to the Trust or Portfolio Manager, respectively (or to their affiliates and/or service providers). The parties agree that their respective officers and employees shall treat all such proprietary information as confidential and will not use or disclose information contained in, or derived from such material for any purpose other than in connection with the carrying out of their responsibilities under this Agreement and the management of the Trust’s assets, provided, however, that this shall not apply in the case of: (i) information that is publicly available; and (ii) disclosures required by law or requested by any regulatory authority that may have jurisdiction over Portfolio Manager or the Trust, as the case may be, in which case such party shall request such confidential treatment of such information as may be reasonably available. In addition, each party shall use its reasonable efforts to ensure that its agents or affiliates who may gain access to such proprietary information shall be made aware of the proprietary nature and shall likewise treat such materials as confidential. It is acknowledged and agreed that the names “Xxxxxx Xxxxxxxxx,” “Xxxxxx Xxxxxxxxx Chief Investment Officers” (which is a registered trademark of Xxxxxx Xxxxxxxxx & Co., Inc. (“HCCI”)), “HC Capital” and derivatives of each, as well as any logo that is now or shall later become associated with either name (“Marks”) are valuable property of HCCI and that the use of the Marks, or any one of them, by the Trust or its agents is subject to the license granted to the Trust by HCCI. Portfolio Manager agrees that it will not use any Xxxx without the prior written consent of the Trust. Portfolio Manager consents to use of its name, performance data, biographical data and other pertinent data, and the Parametric Marks (as defined below), by the Trust for use in marketing and sales literature, provided that any such marketing and sales literature shall not be used by the Trust without the prior written consent of Portfolio Manager, which consent shall not be unreasonably withheld. The Trust shall have full responsibility for the compliance by any such marketing and sales literature with all applicable laws, rules, and regulations, and Portfolio Manager will have no responsibility or liability therefor. The provisions of this Section 8 shall survive termination of this Agreement. It is acknowledged and agreed that the names “Parametric Portfolio Associates” and “Parametric Xxxxxxx” and any portions or derivatives thereof, as well as any logo that is now or shall later become associated with such name (“Parametric Marks”), are valuable property of Portfolio Manager and that the use of the Parametric Marks by the Trust or its agents is permitted only so long as this Agreement is in place. The provisions of this Section 8 shall survive termination of this Agreement.
Use of FIIOC’s and FSC's Name The Trust shall not use the name of FIIOC and FSC in any Prospectus, sales literature or other material relating to the Trust or any Fund of the Trust in a manner not consented to by FIIOC and FSC prior to use; provided, however, that FIIOC and FSC shall approve all uses of its name which merely refer in accurate terms to its appointments, duties or fees hereunder or which are required by the Securities and Exchange Commission ("SEC" or “Commission”) or a state securities commission; and further, provided that in no event shall such approval be unreasonably withheld.
Restrictions on Lobbying The subrecipient shall not use funds made available to it under this Agreement to pay for, influence, or seek to influence any officer or employee of a State or Federal government.
Requirements Pertaining Only to Federal Grants and Subrecipient Agreements If this Agreement is a grant that is funded in whole or in part by Federal funds:
Public Posting of Approved Users’ Research Use Statement The PI agrees that information about themselves and the approved research use will be posted publicly on the dbGaP website. The information includes the PI’s name and Requester, project name, Research Use Statement, and a Non-Technical Summary of the Research Use Statement. In addition, and if applicable, this information may include the Cloud Computing Use Statement and name of the CSP or PCS. Citations of publications resulting from the use of controlled-access datasets obtained through this DAR may also be posted on the dbGaP website.
Right of First Opportunity (i) During the term of this Agreement, if Healthcare develops a REIT Opportunity, or if any REIT Opportunity otherwise becomes available to Healthcare, Healthcare shall first offer such REIT Opportunity to LTC. The offer shall be made by written notice (the "Notice") from Healthcare to LTC, which Notice shall contain a detailed description of the material terms and conditions of the REIT Opportunity. LTC shall have ten days (the "Ten-Day Period") from the date of receipt of the Notice to notify Healthcare in writing that it has accepted or rejected the REIT Opportunity. If LTC does not respond by the end of the Ten-Day Period, LTC shall be deemed to have rejected the REIT Opportunity. If LTC accepts a REIT Opportunity, but subsequently decides not to pursue such opportunity or for any other reason fails to consummate such opportunity, LTC shall immediately provide written notice that it is no longer pursuing such REIT Opportunity to Healthcare. (ii) If LTC rejects a REIT Opportunity, or accepts such REIT Opportunity but thereafter provides, or is required by the provisions hereof to provide, written notice to Healthcare that it is no longer pursuing such REIT Opportunity, Healthcare shall, for a period of one year after the Withdrawal Date (as hereinafter defined), be entitled to acquire the REIT Opportunity (A) at a price, and on terms and conditions, that are not more favorable to Healthcare in any material respect than the price and terms and conditions set forth in the Notice relating to such REIT Opportunity or (B) if LTC, at any time after the Notice, negotiated a different price, terms or conditions with the party providing such REIT Opportunity, then at a price, and on terms and conditions, that are not more favorable to Healthcare in any material respect than the price and terms and conditions negotiated by LTC with such party. If Healthcare does not enter into a binding agreement to acquire the REIT Opportunity within such one-year period, or if the price and terms and conditions are more favorable to Healthcare in any material respect than the price and terms and conditions set forth in the Notice (or, if applicable, than the
