Without limiting the generality of the foregoing. Custodian shall be under no obligation to inquire into, and shall not be liable for (except to the extent that either (a) or (b) involves Custodian’s negligence, bad faith or willful misconduct):
Without limiting the generality of the foregoing if the Script or any arrangement, revision, translation, novelization, dramatization or new version thereof is published in the United States or in any other country in which registration is required for copyright or similar protection in accordance with the laws and regulations of such country, and Script Owner further agrees to affix or cause to be affixed to each copy of the Script or any arrangement, revision, translation, novelization, dramatization or new version thereof which is published or offered for sale such notice or notices as may be required for copyright or similar protection in any country in which such publication or sale occurs.
Without limiting the generality of the foregoing the Custodian shall be under no obligation to inquire into, and shall not be liable for:
Without limiting the generality of the foregoing. (A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Credit Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from United States federal backup withholding tax;
Without limiting the generality of the foregoing. (i) Each party agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable following the date of this Agreement and to supply promptly any additional information and documentary material (a "SECOND REQUEST") that may be requested pursuant to the HSR Act. In the event a Second Request is made, the Expiration Date shall automatically be extended until December 31, 2006.
Without limiting the generality of the foregoing at a minimum, GPC Biotech shall maintain during any period in which GPC Biotech has indemnification obligations to Licensee, (a) commercial general liability insurance with a combined single limit for bodily injury and property damage of not less than Five Million Euros (€5,000,000) in the aggregate and Two Million U.S. Dollars ($2,000,000) in the aggregate and One Million U.S. Dollars ($1,000,000) per occurrence in the United States, (b) products liability/completed operations coverage with a minimum indemnity limit of Ten Million U.S. Dollars ($10,000,000) per occurrence, (c) a global cargo insurance policy with a minimum indemnity limit of Seven Hundred Fifty Thousand U.S. Dollars ($750,000) per occurrence, and (d) an all-risks insurance policy covering its United States facilities with a minimum indemnity limit of Eight Million U.S. Dollars ($8,000,000) per occurrence and in the aggregate. Such policies shall (x) be provided by insurance carrier(s) reasonably acceptable to Licensee, and (y) show Licensee as additional insured and loss payee, as its interests may appear. Such policies shall remain in effect throughout the term of this Agreement and shall not be cancelled or subject to a reduction of coverage without the prior written authorization of Licensee. Should GPC Biotech at any time or for any reason fail to obtain the insurance required herein, or should such insurance be cancelled or reduced below the above limits reduced, Licensee shall have the right to procure the same at GPC Biotech’s expense. Licensee shall have the right to offset any such expense that is owed by GPC Biotech but not paid against any payments owed by Licensee under this Agreement.
Without limiting the generality of the foregoing the Software and the Documentation constitute Striim’s Confidential Information and Customer Data constitutes Customer’s Confidential Information.
Without limiting the generality of the foregoing the Union recognizes and agrees that the University has the exclusive right and responsibility to manage its business, to maintain order and efficiency, including the right to plan, direct and control the workforce, to expand or reduce the size of the workforce, and to cease any operation, function or service.
Without limiting the generality of the foregoing. (a) Provider’s Security Policies shall provide for (i) regular network perimeter assessment and re-assessment of the risks and vulnerabilities to the Security of Provider systems that store or process Personal Information and take into account the (A) identification of internal and external threats that could result in a Security Breach, (B) assessment of the likelihood and potential damage of such threats, taking into account the sensitivity of such Personal Information, and (C) assessment of the sufficiency of such Security Policies to control risk to Personal Information; and (ii) the establishment and monitoring of key risk indicators to Personal Information. Provider shall (1) provide such policies to Client, upon thirty (30) days’ advance written request and no greater than twice per twelve (12) month period, and additionally as necessary in connection with a regulatory inquiry, and (2) conduct and provide a summary report on the results of such assessments to Client as long as such summary report does not contain Confidential Information of Provider or other information that could be used to cause a Security Breach.
Without limiting the generality of the foregoing. Contractor shall designate a full-time qualified maintenance contract manager who shall be ACTA’s point of contact for the management, operational administration, financial administration and supervision of this Agreement, which manager shall be subject to ACTA’s prior approval. If ACTA is dissatisfied with the performance of such manager, and following consultation between Contractor’s appropriate corporate officer and ACTA the dissatisfaction is not resolved, Contactor shall remove such manager immediately and name an interim manager, acceptable to ACTA, within a reasonable period. Contractor shall not otherwise transfer or reassign such manager until a replacement approved in writing by ACTA has accepted the position and is available to begin work in that position. Such manager shall attend service meetings with ACTA staff and otherwise, as requested. Further, Contractor shall develop and include in the Approved Maintenance Plan an organizational structure for its workforce. This structure will define the reporting relationships, assignments and job classifications, and shall include a telephone and radio contact list for each person listed. Included will be provisions for after hours and emergency response to problems (which shall include contacts for Contractor’s personnel that can be reached 24-hours per day for emergency purposes). ACTA shall have the right to require Contractor to remove and replace any of the workforce personnel assigned by Contractor or any Subcontractor following prior consultation with Contractor’s manager and/or other appropriate corporate officers.
