AGREEMENT UNDERSTOOD Sample Clauses

AGREEMENT UNDERSTOOD. Employee is relying on Employee’s own judgment and on the advice of Employee’s attorneys, if Employee has chosen to engage counsel, and not upon any recommendations by the Company or its directors, officers, employees, agents, attorneys, or other representatives. Employee agrees that this agreement shall not be construed against either party on the grounds of authorship.
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AGREEMENT UNDERSTOOD. The parties acknowledge that they and -------------------- those authorized to sign this Agreement are over the age of 18 and legally competent and authorized to execute this Agreement which is intended to be a legally binding contract dealing with the release and/or conveyance of certain valuable and important rights. Before signing this document, each of said parties has read the same from beginning to end and fully understands the Agreement from its beginning. Each party has had the opportunity to consult with counsel regarding this document and has received a copy of the same for their own records.
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AGREEMENT UNDERSTOOD. The Parties certify they have read all of this Agreement, consulted with and received legal advice from their respective attorneys concerning this Agreement, and understand and agree to the terms of this Agreement.
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AGREEMENT UNDERSTOOD. By freely, knowingly and voluntarily executing this Agreement, both parties confirm that they have had the opportunity to have this Agreement explained to them by attorneys. The Company is relying on its own judgment and on the advice of its attorneys and not upon any recommendation of Employee or Employee's agents, attorneys, or other representatives. Employee is relying on Employee's own judgment and on the advice of Employee's attorneys, if Employee has chosen to engage counsel, and not upon any recommendations by the Company or its directors, officers, employees, agents, attorneys, or other representatives. By voluntarily executing this Agreement, both parties confirm their competence to understand and do hereby accept the terms of this Agreement as resolving fully all differences, disputes and claims that may exist within the scope of the Agreement.
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AGREEMENT UNDERSTOOD. The Parties each certify they have read all of this Agreement and fully understand the same, and that they have consulted with and received full legal advice regarding this Agreement. The parties acknowledge that there have been no representations or warranties made regarding the tax consequences of the settlement and each party agrees to be responsible for what tax consequences may arise to it, him, or her from this settlement and to consult with qualified tax professionals, if necessary.
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AGREEMENT UNDERSTOOD. Each Party or representative has read this Agreement and understands the contents hereof.
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AGREEMENT UNDERSTOOD. By freely, knowingly and voluntarily executing this Agreement and the Release, both parties confirm that they have had the opportunity to have this Confidential Agreement and General Release explained to them by their attorneys. The Company is relying on its own judgment and on the advice of its attorneys and not upon any recommendation of Employee or Employee's agents, attorneys, or other representatives. By executing this Agreement Employee is relying on Employee's own judgment and on the advice of Employee's attorneys, if Employee has chosen to engage counsel, and not upon any recommendations by the Company or its directors, officers, employees, agents, attorneys, or other representatives. By voluntarily executing this Agreement, each party confirms his or its competence to understand and does hereby accept the terms of this Agreement as resolving fully all differences, disputes and claims that may exist within the scope of the Agreement.
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Related to AGREEMENT UNDERSTOOD

  • Master Agreement Where one of the Parties to the Agreement is domiciled in the United States, the Parties intend that the Agreement shall be a master agreement, as referred to in 11 U.S.C. Section 101(53B)(C) and 12 U.S.C. Section 1821(e)(8)(D)(vii).

  • Additional Agreement For the avoidance of doubt, this Section 9 shall be in addition to and shall not supersede (or be superseded by) any other agreements related to the subject matter of this Section 9 contained in any confidentiality agreement, noncompetition agreement or any other agreement between the Grantee and the Company.

  • Framework Agreement 4.1.2.1 The Parties shall enter into a Framework Agreement within 28 days after the Contractor receives the Letter of Acceptance, unless the Particular Conditions establish otherwise. The Framework Agreement shall be based upon FORM No. 3 – FRAMEWORK AGREEMENT annexed to the Particular Conditions. The costs of stamp duties and similar charges (if any) imposed by law in connection with entry into the Framework Agreement shall be borne by the Procuring Entity.

  • FRAMEWORK AGREEMENT MANAGEMENT The Parties shall manage this Framework Agreement in accordance with Schedule 14 (Framework Management).

  • Arrangement Agreement This Plan of Arrangement is made pursuant to, and is subject to the provisions of, the Arrangement Agreement, except in respect of the sequence of the steps comprising the Arrangement, which shall occur in the order set forth herein.

  • Agreement Preamble Alliance Manager Section 3.3(a) Arbitral Decision Section 14.2(b) Claims Section 12.1 Clinical Agreement Section 5.4 Commercialization Plan Section 6.2 Common Stock Section 8.3 Company Preamble CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH THREE ASTERISKS (***), HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Definition Reference Company Board Section 11.6(c) Company Development Activities Section 5.4 Company Development Expenses Section 5.7(a) Company Indemnitees Section 12.1 Confidential Information Section 11.1 Co-Promotion Agreement Section 6.6 Co-Promotion Right Section 6.6 DoJ Section 16.19(a) Effective Date Section 14.1 Exchange Act Section 11.4(c) Execution Date Preamble Existing Inventory Section 7.3(a) Existing Regulatory Documentation Section 13.2(k) Existing Study Section 5.3(a) Facility Section 7.1(b) First Indications Section 5.3(a) FTC Section 16.19(a) Generic Market Data Section 8.7(c)(i(3) HSR Conditions Section 16.19(b) IMMU-132 Information Section 11.1 Indemnitee Section 12.3 Indemnitor Section 12.3 JCC Section 3.2 JDC Section 3.2 Joint Inventions Section 10.1 Joint Patents Section 10.3(c) JPC Section 3.2 JSC Section 3.1(a) Legal Proceeding Section 16.20 Letter Agreement Section 16.6 Licensee Preamble Licensee Indemnitees Section 12.2 Licensee Xxxx(s) Section 14.5(d) Losses Section 12.1 Manufacturing Agreements Section 7.3(d) Marks Section 10.8(a) Match Period Section 11.6(b) Milestone Event Section 8.4 New Affiliate Date Section 2.11 No-Shop Start Date Section 11.6(a) NSCLC Section 5.3(a) Other Licensed Molecule Section 2.10 Other Royalty Term Section 8.7(b)(ii) CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH THREE ASTERISKS (***), HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Definition Reference Parties Preamble Party Preamble Product Infringement Section 10.4(a) Publication Section 11.5 Purchased Shares Section 8.3 Qualifying Sublicensee Section 8.2(a) Reimbursable Costs Section 16.20 ROFN Election Notice Section 2.9 ROFN Notice Section 2.9 ROFN Product Section 2.9 Sale of the Company Proposal Section 11.6(c) SCLC Section 5.3(a) Sole Inventions Section 10.1

  • One Agreement This Agreement and any related security or other agreements required by this Agreement, collectively:

  • Standstill Agreement In consideration of the Confidential Information being furnished to the Receiving Party pursuant to this Agreement, the Receiving Party agrees that, for a period of one year from the date of this Agreement (or, such shorter period agreed to by the Company with a third party who is provided access to the Confidential Information for the purpose of evaluating a possible Transaction, the “Standstill Period”), unless expressly requested by the Company or its Board of Directors (or any committee thereof) in writing, the Receiving Party shall not (and shall cause its affiliates not to and shall cause its and their respective Representatives acting at its and their respective behalf not to): (a) in any manner acting alone or in concert with others, acquire, agree to acquire or make any proposal to acquire, directly or indirectly, by means of purchase, merger, business combination or in any other manner, beneficial ownership of any securities of the Company, direct or indirect rights to acquire any securities of the Company (including any derivative securities with economic equivalents of ownership of any of such securities), any right to vote or to direct the voting of any securities of the Company or any assets of the Company, (b) make, or in any way participate in, directly or indirectly, any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company, (c) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) with respect to any voting securities of the Company, other than any group comprised solely of the Receiving Party and its affiliates, (d) otherwise act, alone or in concert with others, to seek to control, advise, change or influence the management, board of directors, governing instruments, policies or affairs of the Company, (e) make any public disclosure, or take any action that could require the Company to make any public disclosure, with respect to any of the matters set forth in this Agreement, other than the required amendment to the Receiving Party’s Schedule 13D filing as a result of the execution and delivery of this Agreement, (f) disclose any intention, plan or arrangement inconsistent with the foregoing or (g) have any discussions or enter into any arrangements (whether written or oral) with, or advise, assist or encourage any other persons in connection with any of the foregoing. The Receiving Party also agrees during such period not to request the Company or any of the Company Representatives, directly or indirectly, to amend or waive any provision of this Section 6 (including this sentence). Notwithstanding any provision in this Agreement to the contrary, (i) the Standstill Period shall terminate immediately if, after the date of this Agreement, (A) the Company enters into a definitive agreement with a third party to effectuate a sale of 50% or more of the consolidated assets of the Company or 50% or more of the Company’s outstanding equity securities, (B) the Company publicly announces the conclusion of its previously announced strategic review process without a definitive agreement to sell the Company, (C) the Company makes an assignment for the benefit of creditors or commences any proceeding under any bankruptcy reorganization, insolvency, dissolution or liquidation law of any jurisdiction or (D) any bankruptcy petition is filed or any such proceeding is commenced against the Company and either (1) the Company indicates its approval thereof, consent thereto or acquiescence therein, or (2) such petition application or proceeding is not dismissed within 30 days and (ii) the Standstill Period solely with respect to clause (b) of this Section 6 shall terminate ten days prior to the expiration of the applicable time period for stockholders to nominate directors for election at the Company’s 2012 annual stockholders meeting to be scheduled in accordance with Section 8 hereof (and, for the avoidance of doubt, the restrictions in clauses (c), (d), (e), (f) and (g) of this Section 6 shall not apply to the activities that were previously expressly prohibited by clause (b) of this Section 6 in the event the restrictions in clause (b) are terminated pursuant to this clause (ii)).

  • Acknowledgement of Understanding I have read this waiver of liability, assumption of risk, and indemnify, fully understand its terms, and understand that I am giving up my rights, including my right to sue. I acknowledge that I am signing the agreement freely and voluntarily, and intend by my signature to a complete and unconditional release of liability, to the greatest extent allowed by law. Printed Name Signature

  • Cooperation Agreement At the Closing, PCC and Buyer shall, and PCC shall cause PCC Parent to, execute and deliver the Cooperation Agreement pursuant to which Buyer, PCC Parent and PCC shall provide each other certain information and other assistance in connection with the collection, administration and/or satisfaction of certain of the Retained Liabilities.

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