Acknowledgements and Covenants. (a) Each Party hereby acknowledges and agrees that it shall not (and it shall not cause or permit its applicable Affiliates and Subsidiaries to) at any time claim ownership of the Patents licensed to it by the other Party hereunder anywhere in the world.
Acknowledgements and Covenants. Nak’azdli, on its own behalf and on behalf of the Members, acknowledges and covenants that:
Acknowledgements and Covenants. 4 (1) The Ktunaxa Parties acknowledge that forest revenues received by the Province fluctuate and that the Project Payments under this Project Appendix will vary over time.
Acknowledgements and Covenants. (a) Each Party hereby acknowledges and agrees that it shall not at any time claim ownership or challenge the validity of the Intellectual Property licensed to it hereunder anywhere in the world.
Acknowledgements and Covenants of the Subscriber The Subscriber hereby acknowledges and agrees that: (a) this subscription is irrevocable, unconditional and non-transferable; (b) no prospectus has been filed by the Corporation with any of the securities regulatory authorities of the of Canada or the United States in connection with the issuance of the Subscriber's Units, no securities commission or similar regulatory authority has reviewed or passed on the merits of the Units, and there is no government or other insurance covering the Units; (c) the Corporation is distributing the Subscriber's Units in reliance on exemptions from the prospectus and registration requirements of the British Columbia Securities Act and the rules promulgated thereunder, together with the prospectus and registration requirements of any other applicable securities legislation and, as a result of the Subscriber acquiring the Units pursuant to such exemptions: (i) certain protections rights and remedies provided by the British Columbia Securities Act, including statutory rights of rescission or damages, will not be available to the Subscriber; (ii) the Subscriber may not receive information that might otherwise be required to be provided to the Subscriber under applicable securities laws; and (iii) the Subscriber is relieved from certain obligations that would otherwise apply under applicable securities laws; (d) the Subscriber will notify the Corporation immediately of any change in any representation, warranty or other information relating to the Subscriber set forth herein which takes place prior to the Closing; (e) there will be restrictions on the Subscriber's ability to resell the Units and the Subscriber has been advised to consult its own legal advisers with respect to applicable resale restrictions and that it is solely responsible for complying with such restrictions (and the Corporation is not, in any manner, responsible for ensuring compliance by the Subscriber with such restrictions); (f) Bull, Housser & Xxxxxx has acted as legal counsel to the Corporation in connection with this Subscription Agreement and has not acted for the Subscriber, and the Subscriber is, in no way, relying on any advice sought from or given by Bull, Housser & Xxxxxx in connection with this Subscription Agreement; and (g) the Subscriber is responsible for obtaining such legal advice as the Subscriber considers appropriate in connection with the execution, delivery and performance by the Subscriber of this Subscription Agreem...
Acknowledgements and Covenants. Novartis hereby acknowledges XxxXxxx’s ownership of all right, title and interest in and to the BeiGene Trademarks and hereby agrees that it will do nothing inconsistent with such ownership and that all use of the BeiGene Trademarks by Novartis shall inure to the benefit of and be on behalf of BeiGene. Novartis further agrees that (i) nothing in this Agreement shall give Novartis any right, title or interest in the BeiGene Trademarks other than the right to use the BeiGene Trademarks in accordance with this Agreement; (ii) it will not attack or challenge, nor will it assist others in attacking or challenging, BeiGene’s rights in the BeiGene Trademarks; and (iii) if, by virtue of Novartis’s use of the BeiGene Trademarks, Novartis acquires any equity, title or other rights in or to the BeiGene Trademarks, Novartis shall and hereby does assign and agrees to assign and transfer same to XxxXxxx.
Acknowledgements and Covenants. You hereby agree not to use the Software for any purpose contrary to any statute, ordinance, or federal, state or local law applicable to you.
Acknowledgements and Covenants. In connection with the contribution by each respective Investor to Parent of the Rollover Common Value, the receipt by such Investor of Exchange Equity in accordance with the terms and conditions of this Agreement, and the other transactions related to the Rollover contemplated hereby, each Investor severally acknowledges, covenants and agrees as to itself only as follows:
Acknowledgements and Covenants. The Investor acknowledges that, as of the date hereof:
Acknowledgements and Covenants. You acknowledge and agree that, except as expressly provided in this Agreement, you will not receive any additional compensation, severance or benefits after the Separation Date, with the sole exception of any benefit the right to which has vested under the express terms of a Company benefit plan document. You further acknowledge and agree that, except as expressly provided in this Agreement, you are not entitled to any additional compensation, severance or benefits after the Separation Date under any plan, agreement or other arrangement, including any potential rights or severance benefits set forth in the XenoPort 2010 Severance Plan or that certain Offer Letter with the Company, dated May 30, 2008. You agree that within ten days of the Separation Date, you will submit your final documented expense reimbursement statement reflecting all business expenses you incurred through the Separation Date, if any, for which you seek reimbursement. The Company will reimburse you for these expenses pursuant to its regular business practice. You agree that, for one year after the Separation Date, you will not solicit or induce, either directly or indirectly, any employee or contractor of the Company to leave the Company in order to join any other business or academic entity. You agree that, on or before the Separation Date, you shall return or have returned to the Company all Company documents (and all copies thereof) and other Company property in your possession or control, including, but not limited to: Company files, notes, memoranda, correspondence, standard operating procedures (SOPs), agreements, draft documents, notebooks, logs, drawings, records, plans, proposals, reports, forecasts, financial information, sales and marketing information, research and development information, personnel information, specifications, computer-recorded information, tangible property and equipment, credit cards, entry cards, identification badges and keys; and any materials of any kind that contain or embody any proprietary or confidential information of the Company (and all reproductions thereof in whole or in part). You acknowledge and agree that you will have continuing obligations after the Separation Date not to use or disclose the confidential and proprietary business information of the Company. Your obligations under the Proprietary Information and Inventions Agreement that you signed, a copy of which is attached hereto as Exhibit B, continue after you leave the Company. The...
