Continuing Obligations. Executive further agrees to comply with the continuing obligations regarding confidentiality set forth in the surviving provisions of the Company’s Proprietary Information and Inventions Agreement previously signed by Executive.
Continuing Obligations. Neither party shall have any further obligations hereunder except for: # obligations accruing prior to the date of termination, including, without limitation, payment by Provider to Manager of the Management Fee relating to services provided prior to the termination of this Agreement, and # obligations, promises, or covenants set forth in this Agreement that are expressly made to extend beyond the Term and survive the expiration or termination of this Agreement. In effectuating the provisions of this [Section 7.3.4], Provider specifically acknowledges and agrees that Manager shall continue to collect and receive all cash collections from accounts receivable in existence at the time this Agreement is terminated, it being understood that such cash collections will represent, in part, compensation to Manager for Management Services already rendered.
CONTINUING OBLIGATIONS. The Employees obligations, as referenced in [[sections 5.0, 6.0, 7.0 and 8.0]0]0]0]]0]0]0] hereunder, shall continue in effect beyond the Employees Term of employment, and these obligations shall be binding upon the Employees assigns, heirs, executors, administrators, and other legal representatives.
Continuing Obligations. Regardless of the reason for termination, the parties’ respective obligations under [[Sections 7, 8, 9, 10, 11 and 12]2]2]2]2]2]] hereof shall survive any termination of this Agreement and be binding on the parties.
Continuing Obligations. Termination or expiration of this Agreement through any means and for any reason shall not relieve the Parties of any obligation accruing prior thereto, including the payment of all sums due and payable, and shall be without prejudice to the rights and remedies of either Party with respect to any antecedent breach of any of the provisions of this Agreement.
Continuing Obligations. Employee further agrees to comply with the continuing obligations regarding confidentiality set forth in the surviving provisions of s At-Will Employment, Confidential Information, Inventions Assignment and Arbitration Agreement (Confidentiality Agreement), previously executed by Employee, including, but not limited to, promises not to disclose and to protect all confidential and proprietary information of the Company.
Continuing Obligations. The Executive shall retain in confidence any confidential information known to the Executive concerning the Corporation and its business so long as such information is not publicly disclosed.
Continuing Obligations. If Landlord reasonably believes that it is necessary to clarify the terms of this Lease as a result of such conversion in the form of ownership of the Building, Landlord shall prepare a proposed clarification agreement and Tenant shall promptly execute such agreement clarifying their respective obligations under this Lease; provided, however, that neither party shall be required to execute any such instrument which would diminish or detract from the rights of such party or expand or enhance the obligations of the other party, in either case under this Lease. Subject to the foregoing, such agreement shall reflect the change in the form of ownership and amend the Lease accordingly, redacting terminology relating to condominium ownership.
Benefit Continuation for Continuing Employees. Buyer shall waive or cause to be waived all limitations as to preexisting conditions or waiting periods with respect to participation and coverage requirements applicable to each Continuing Employee under any employee benefit plans, programs and policies of Buyer or any Affiliate thereof in which Continuing Employees participate (or are eligible to participate) that are welfare benefit plans (as defined in [Section 3(1)] of ERISA) to the same extent that such conditions and waiting periods were satisfied or waived under the comparable Seller Benefit Plan immediately prior to the Closing. In addition, Buyer shall provide or cause to be provided each Continuing Employee with credit for any copayments and deductibles paid during the plan year commencing immediately prior to the Closing Date in satisfying any applicable copayments, deductibles or other out-of-pocket requirements under any such welfare benefit plans for such plan year, subject to the provision by Seller or Sellers insurance carrier to Buyer of valid evidence of such amounts in the format requested by Buyer.
Service Credit for Continuing Employees. Buyer shall provide, or cause to be provided, to each Continuing Employee credit for all service prior to the Closing Date, to the same extent as such service was credited under the comparable Seller Benefit Plan, for all purposes under Buyers severance and paid time off plans. Notwithstanding the foregoing, such service shall not be recognized to the extent that it results in the duplication of benefits. For the avoidance of doubt, the Continuing Employees shall not receive credit for service prior to the Closing Date for purposes of any of Buyers pension or retiree welfare plans.
Continuing Enforceability; Conflict Between Documents. Except as otherwise modified by this Agreement, the Note and each of the other Transaction Documents shall remain in full force and effect, enforceable in accordance with all of its original terms and provisions. This Agreement shall not be effective or binding unless and until it is fully executed and delivered by Investor and Borrower. If there is any conflict between the terms of this Agreement, on the one hand, and the Note or any other Transaction Document, on the other hand, the terms of this Agreement shall prevail.
Scio Diamond provides an orientation program for new directors that includes written materials, oral presentations, and meetings with senior members of management. The orientation program is designed to familiarize new directors with Scio Diamond’s business and strategy. The Board believes that ongoing education is important for maintaining a current and effective Board. Accordingly, the Board encourages directors to participate in ongoing education, as well as participation in accredited director education programs. The Board will reimburse directors for expenses incurred in connection with these education programs.
Section # Continuing Guaranty. The guarantee in this [Article 11] is a continuing guarantee of payment, and shall apply to all Guaranteed Obligations whenever arising.
Obligations Absolute. ’s obligation to reimburse LC Disbursements as provided in paragraph # of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of # any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, # any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, # payment by an Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or # any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, ’s obligations hereunder. Neither the Administrative Agent, nor the Issuing Banks, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Banks; provided that the foregoing shall not be construed to excuse any Issuing Bank from liability to to the extent of any direct damages (as opposed to special, indirect, consequential or punitive damages, claims in respect of which are hereby waived by to the extent permitted by applicable law) suffered by that are caused by such Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of an Issuing Bank (as determined by a court of competent jurisdiction by final and nonappealable judgment), such Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the applicable Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.
Obligations Absolute. The obligations of the Company and each Bank under subsection (c) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under all circumstances whatsoever, including without limitation the following circumstances:
Accrued Obligations. Upon termination of employment for any reason during the Term, the Executive will be entitled to receive promptly, and in addition to any other benefits specifically provided by this Agreement, # any earned but unpaid Base Salary through the Termination Date; # any other amounts or benefits required to be paid or provided or which the Executive, his family members, beneficiaries, heirs, or legal representatives is entitled to receive under any existing Compensation Plan; and # reimbursement of any business expenses incurred by the Executive prior to the Termination Date, in accordance with the Company’s then-prevailing policies and procedures (collectively, the “Accrued Obligations”).
The Seller agrees, by acquisition of the Registrable Securities, that no Seller shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement or to receive a Prospectus relating thereto, unless the Seller has furnished with a completed Notice and Questionnaire as required pursuant to [Section (a)(v)] and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to all information required to be disclosed in order to make the information previously furnished to by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as may from time to time reasonably request. Any sale of any Registrable Securities by the Seller shall constitute a representation and warranty by the Seller that the information relating to the Seller and its plan of distribution is as set forth in the Prospectus delivered by the Seller in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by the Seller or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by the Seller or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading. The Seller further agrees not to sell any Registrable Securities pursuant to the Registration Statement without delivering, or, if permitted by applicable securities law, making available, to the purchaser thereof a Prospectus in accordance with the requirements of applicable securities laws. The Seller further agrees that the Seller will not make any offer relating to the Registrable Securities pursuant to the Registration Statement that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus, unless it has obtained the prior written consent of .
Royalty Obligations. Part (e) of the Disclosure Schedule contains a complete and accurate list and summary of all royalties, fees, milestone payments, commissions and other amounts payable by the Seller or any Seller Affiliate to any other Person (other than sales commissions paid to employees according to the Seller’s standard commissions plan) for the manufacture, sale, or distribution of any Product or the use of any Product IP as of the date of this Agreement.
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