Exclusion of Claim. The Participant acknowledges and agrees that the Participant will have no entitlement to compensation or damages insofar as such entitlement arises or may arise from the Participant ceasing to have rights under or to be entitled to the Restricted Stock Units under the Plan, whether or not as a result of termination of employment (whether such termination is in breach of contract or otherwise), or from the loss of diminution in value of the Shares underlying the Restricted Stock Units. Upon the grant of the Restricted Stock Units, the Participant shall be deemed to have waived irrevocably such entitlement.
Exclusion of Claim. Optionee acknowledges and agrees that Optionee will have no entitlement to compensation or damages insofar as such entitlement arises or may arise from Optionee ceasing to have rights under or to be entitled to the Option under the Plan, whether or not as a result of termination of employment (whether such termination is in breach of contract or otherwise), or from the loss of diminution in value of the Shares underlying the Option. Upon the grant of the Option, Optionee shall be deemed to have waived irrevocably such entitlement.
Exclusion. Neither any Credit Party any Subsidiary or any officer, Affiliate or employee having authority to act on behalf of any Credit Party or any Subsidiary, is or, to the Knowledge of Borrower, has been threatened in writing to be: # excluded from any Governmental Payor Program pursuant to 42 U.S.C. § 1320a-7b and related regulations; # “suspended” or “debarred” from selling any products to the U.S. government or its agencies pursuant to the Federal Acquisition Regulation relating to debarment and suspension applicable to federal government agencies generally (42 C.F.R. Subpart 9.4), or other U.S. Requirements of Law; # debarred, disqualified, suspended or excluded from participation in Medicare, Medicaid or any other Governmental Payor Program or is listed on the General Services Administration list of excluded parties; or # a party to any other action or proceeding by any Governmental Authority that would prohibit the applicable Credit Party or Subsidiary from distributing or selling the Product in the Territory or providing any services to any governmental or other purchaser pursuant to any Health Care Laws.
Exclusion. Notwithstanding anything to the contrary in this Agreement, Betta is not granted a license under the Licensed IP or any other intellectual property rights Controlled by [[Agenus:Organization]] to Exploit any .
Exclusion. Such obligation of confidentiality shall not apply to information (including any Patent Rights or Licensed Technology) which the Receiving Party can demonstrate through competent evidence: # was at the time of disclosure in the public domain; # has come into the public domain after disclosure through no breach of this Agreement or the Co-Development Agreement by the Receiving Party; # was known to the Receiving Party prior to disclosure thereof by the Disclosing Party; # was lawfully disclosed to the Receiving Party by a Third Party which was not under an obligation of confidence to the Disclosing Party with respect thereto; # was disclosed pursuant to Section 17.3; or # was approved for public release by prior written permission of the Disclosing Party.
Exclusion. Tenant represents and warrants to Management Company, to the best of Tenant’s knowledge, that neither Tenant nor any of its owners, officers, directors, managers, or employees are excluded from participation in any federal health care programs, as defined under 42 U.S.C. 1320a-7b(f), or any form of state Medicaid program (each, an “Exclusion”), and to Tenant’s knowledge, there are no pending or threatened governmental investigations that may lead to such Exclusion. Tenant agrees to notify Management Company of the commencement of any such Exclusion or investigation within seven (7) Business Days of Tenant’s first learning of it. Management Company shall have the right to terminate this Agreement upon learning of any investigation which may result, with reasonably probability, in Tenant’s Exclusion, after giving Tenant not less than sixty (60) days prior written notice of such election. Tenant agrees to notify Management Company of the status of any such investigation. In the event of Tenant’s Exclusion, Management Company shall have the right to terminate this Agreement effective as of the earlier to occur of the following: # sixty (60) days after notice from Management Company of such termination; or # the date on which Tenant shall enter into an agreement with a replacement Management Company. In the event Management Company shall give notice to Tenant following Tenant’s Exclusion under this Section 6.1(d), Tenant agrees to use its best efforts in good faith to enter into an agreement with a replacement Management Company as soon as possible following Management Company’s notice. Tenant agrees to indemnify Management Company and save it harmless from any penalty, loss, cost or damage Management Company may incur as a result of Tenant’s Exclusion.
The term “Royalty Exclusion Countries” for a Calendar Year shall mean the countries .
Exclusion and Debarment. Advisor represents and warrants that Advisor is not currently: # excluded, debarred, suspended or otherwise ineligible to participate in any governmental healthcare program, including any Federal health care programs as defined in 42 U.S.C. § 1320a-7b(f), or from federal procurement or nonprocurement activities as defined in Executive Order 12689 (collectively “Ineligible”); or # debarred pursuant to the Generic Drug Enforcement Act of 1992, 21 U.S.C. § 335(a), as amended, or subject to any similar sanction pursuant to any similar state or foreign law or regulation (collectively “Debarred”) or # convicted of a criminal offense that falls within the ambit of 42 U.S.C. § 1320a-7(a), but has not yet been excluded, debarred, suspended, or otherwise declared ineligible (“Convicted”). If Advisor becomes Ineligible, Debarred or Convicted, or subject to any investigation or proceeding with respect thereto, during the term of this Agreement, Advisor will notify Stoke promptly, and in any event no later than two (2) business days after receiving notification of the Ineligibility, Debarment, Conviction or related investigation or proceeding. Upon receipt of such notice, or if Stoke becomes aware of any existing or threatened Ineligibility, Debarment or Conviction, Stoke shall have the right to terminate this Agreement immediately, without liability or indemnity.
Supplier and all Related Persons # are not currently excluded, debarred, or otherwise ineligible to participate in the federal health care programs as defined in 42 U.S.C. § 1320a-7b(f) (“Federal Health Care Programs”) or generally from federal procurement and non-procurement programs; # have not been convicted of a criminal offense related to the provision of health care items or services but not yet been excluded, debarred, or otherwise declared ineligible to participate in the Federal Health Care Programs, or generally from federal procurement and non-procurement programs; # are not under investigation or otherwise aware of any circumstances that may result in such exclusion from participation in the Federal Health Care Programs, or generally from federal procurement and non-procurement programs; # shall at all times maintain accurate and complete accounting and other financial records in accordance with the applicable Laws of the country in which any Services are to be performed; # shall, in their performance under this Agreement and in connection with their activities in relation thereto, ensure that no payments of money or anything of value shall be offered, promised or paid, directly or indirectly, to any foreign official, or public or political officer, to induce such official or officer to use their influence with a foreign government or instrumentality to obtain an improper business advantage for [[OUTSET:Organization]]; # shall report immediately to [[OUTSET:Organization]] any information that may indicate there has been a payment of money or anything of value offered, promised or paid, directly or indirectly, to any foreign official, or public or political officer as described above (an “Improper Payment”); # shall, upon [[OUTSET:Organization]]’s request, certify that they have no knowledge of an Improper Payment; # agree that [[OUTSET:Organization]] may suspend or terminate this Agreement upon confirming information and validating the facts to conclude that Supplier has made or offered an Improper Payment; and # agree that payments shall be made to government officials or political parties only purposes permitted by applicable Law, which shall first be fully disclosed in writing to [[OUTSET:Organization]].
Exclusion from Indemnification. Notwithstanding anything in this Agreement to the contrary, in no event shall Supplier be liable for, or be required to indemnify S&W or its Protected Parties for, Losses arising from # the use of the Products in any manner not otherwise authorized under this Agreement or that does not materially conform with any usage instructions provided by Supplier, # S&W’s marketing, advertising, promotion or sale of any product containing the Products, except to the extent such marketing or promotion is consistent with materials provided by Supplier; # Supplier’s compliance with any Specifications or design supplied by S&W; or # any modifications or changes made to the Products by or on behalf of any person other than Supplier.
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