Deposit Account Control Agreement. The Agent shall have received from the Borrowers the final Deposit Account Control Agreement, duly executed by each Borrower and Deposit Bank.
Change in Control Agreement. If, on the date of termination of Employee’s employment with the Company or an affiliate of the Company, Employee is entitled to rights or benefits under a written Change of Control Agreement with the Company containing provisions relating to stock options which are more favorable to Employee than those contained in this Option, the provisions of such Change of Control Agreement shall prevail.
Control. In the case of any Infringement Claim against Licensee (including its Affiliates or sublicensees) alone or against both Licensee and Axsome (including its Affiliates), Axsome will have the right, but not the obligation, to control the defense of such Infringement Claim, including control over any related litigation, settlement, appeal or other disposition arising in connection therewith. Licensee will cooperate with Axsome and will have the right to consult with Axsome concerning any Infringement Claim and to participate in and be represented by independent counsel in any associated litigation in which Licensee is a party at Licensee’s own expense. In the case of any Infringement Claim against Axsome alone, Licensee will have the right to consult with Axsome concerning such Infringement Claim, and Licensee, upon request of Axsome, will reasonably cooperate with Axsome at Axsome’s expense.
Control. The Indemnifying Party shall have the right, exercisable by notice to the Indemnified Party within ten (10) Business Days after receipt of notice from the Indemnified Party of the commencement of or assertion of any Third Party Claim, to assume direction and control of the defense, litigation, settlement, appeal or other disposition of the Third Party Claim (including the right to settle the claim solely for monetary consideration) with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; provided that # the Indemnifying Party has sufficient financial resources, in the reasonable judgment of the Indemnified Party, to satisfy the amount of any adverse monetary judgment that is sought, # the Third Party Claim seeks solely monetary damages and # the Indemnifying Party expressly agrees in writing that as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the Third Party Claim in full (the conditions set forth in [clauses (a), (b) and (c) above] are collectively referred to as the “Litigation Conditions”). Within ten (10) Business Days after the Indemnifying Party has given notice to the Indemnified Party of its exercise of its right to defend a Third Party Claim, the Indemnified Party shall give notice to the Indemnifying Party of any objection thereto based upon the Litigation Conditions. If the Indemnified Party reasonably so objects, the Indemnified Party shall continue to defend the Third Party Claim, at the expense of the Indemnifying Party, until such time as such objection is withdrawn. If no such notice is given, or if any such objection is withdrawn, the Indemnifying Party shall be entitled, at its sole cost and expense, to assume direction and control of such defense, with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party. During such time as the Indemnifying Party is controlling the defense of such Third Party Claim, the Indemnified Party shall cooperate, and shall cause its Affiliates and agents to cooperate upon request of the Indemnifying Party, in the defense or prosecution of the Third Party Claim, including by furnishing such records, information and testimony and attending such conferences, discovery proceedings, hearings, trials or appeals as may reasonably be requested by the Indemnifying Party. In the event that the Indemnifying Party does not satisfy the Litigation Conditions or does not notify the Indemnified Party of the Indemnifying Party’s intent to defend any Third Party Claim within ten (10) Business
Control. The performance of Services by Service Provider for Recipient pursuant to this Agreement shall in no way impair the absolute control of the business and operations of Service Provider or Recipient by their respective Boards of Directors. Service Provider shall act hereunder so as to assure the separate operating identity of-Recipient. The performance of Service Provider under this Agreement with respect to the business and operations of Recipient shall at all times be subject to the direction and control of the Board of Directors of Recipient.
Grantor Trust Agreement/Change of Control. The powers, rights and duties of the Trustee under any rabbi trust created for the purpose of assisting the Company in meeting its obligations under the Plan shall, following a “Change of Control” as defined in the trust agreement for such Trust, govern and prevail to the extent inconsistent with any of the provisions of the Plan, including without limitation Plan provisions making the Committee’s determinations final and binding. The Company shall make such contributions to such Trust as shall be required under the terms of such trust agreement. Although the principal of the Trust and any earnings thereon shall be held separate and apart from other funds of Company and shall be used exclusively for the uses and purposes of Participants and Beneficiaries as set forth therein, neither the Participants nor their Beneficiaries shall have any preferred claim on, or any beneficial ownership in, any assets of the Trust prior to the time such assets are paid to the Participants or Beneficiaries as benefits, and all rights created under this Plan shall be unsecured contractual rights of Plan Participants and Beneficiaries against the Company. Any assets held in the Trust will be subject to the claims of Company’s general creditors under federal and state law in the event of insolvency as more fully provided in the trust agreement for the Trust.
Terms of Asset Purchase Agreement Control. Nothing contained in this Agreement shall in any way supersede, modify, replace, amend, change, rescind, waive, exceed, expand, enlarge, or in any way affect the provisions of the Asset Purchase Agreement, including the warranties, covenants, agreements, conditions and representations contained in the Asset Purchase Agreement and, in general, any of the rights and remedies, and any of the obligations and indemnifications, of Assignor or Assignee set forth in the Asset Purchase Agreement.
Restatement of Change in Control Agreement. This Agreement amends and restates, in its entirety, the Change in Control Agreement, dated April 4, 2011, between the Company and the Employee and neither the Company nor the Employee shall have any rights or obligations under such Change in Control Agreement from and after the date hereof.
Export Control. This Agreement is made subject to any restrictions concerning the export of products or technical information from the United States of America or other countries which may be imposed upon or related to Axsome or Licensee from time to time. Each Party agrees that it will not export, directly or indirectly, any technical information acquired from the other Party under this Agreement or any products using such technical information to a location or in a manner that at the time of export requires an export license or other governmental approval, without first obtaining the written consent to do so from the appropriate agency or other governmental entity.
Control Areas. Tenant shall be allowed to utilize up to its pro rata share of the Hazardous Materials inventory within any control area or zone (located within the Premises), as designated by the applicable building code, for chemical use or storage. As used in the preceding sentence, Tenants pro rata share of any control areas or zones located within the Premises shall be determined based on the rentable square footage that Tenant leases within the applicable control area or zone. For purposes of example only, if a control area or zone contains 10,000 rentable square feet and 2,000 rentable square feet of a tenants premises are located within such control area or zone (while such premises as a whole contains 5,000 rentable square feet), the applicable tenants pro rata share of such control area would be 20%.
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