Application of the Code. Unless otherwise indicated, the words and concepts used in this Agreement shall be given the same definitions and meanings ascribed to them by the Code and the Regulations, unless that meaning is clearly inconsistent with this Agreement. Any alteration, modification, addition, deletion, or other change in the applicable provisions of the Code or the Regulations will automatically be applicable to this Agreement. Unless otherwise indicated, all references herein to a particular Section of the Code or the Regulations will include any successor provision designated by a different or additional Section reference.
Application of the Code. The Parties agree that all rights and licenses granted hereunder, including those rights and licenses granted under Section 2 above, are rights and licenses in “intellectual property” within the scope of Section 101 (35A) (or its successors) of the United States Bankruptcy Code (the “Code”). Each Party will have the rights set forth in this Agreement, including any Additional License Addendum, with respect to the applicable licensed Intellectual Property, as a licensee of Intellectual Property Rights hereunder and under the Additional License Addendum, will have and may fully exercise all rights available to it under the Code and under any other applicable U.S. Federal, state or foreign law (collectively with the Code, a “Debtor Relief Law”), including under Section 365(n) of the Code or its successors. In the event of a case under the Code or under any other applicable Debtor Relief Law involving either Party, in addition to and not in lieu or limitation of any other remedies available to the other Party, such Party will have the right to obtain (and the other Party or any trustee for such Party or its assets will, at the other Party’s written request, deliver to such Party) embodiments of any and all of the applicable Intellectual Property necessary for such Party to use and exploit any and all of the applicable Intellectual Property to exercise its rights hereunder.
Application of the Code. (a) In submitting a Bid in response to the Bid Event, the Participant acknowledges and agrees that it may be subject to the Code, and must comply with each of the obligations described in the Code, for the duration of the process contemplated by this Bidder Agreement.
Application of the Code. (a) The Parties agree that all rights and licenses granted to CareDx under this Agreement are rights and licenses to "intellectual property" as defined in Section 101(35A) (or its successors) of Title 11 of the United States Bankruptcy Code or its successor (“Code”). CareDx will, during the Term of the Agreement, have the rights set forth in this Agreement with respect to the Licensed IP of Illumina, when and as such Licensed IP of Illumina is developed or created by or for Illumina. In addition and without limitation to the foregoing, Illumina acknowledges and agrees that CareDx, as a licensee of Illumina’s Intellectual Property under this Agreement, will have and may fully exercise all rights available to it under the Code, including under Section 365(n) of the Code. In the event Illumina files for protection under the Code and the trustee for Illumina rejects this Agreement and, pursuant to Section 365(n) of the Code, CareDx elects to retain its rights under this Agreement as described in Section 365(n)(1)(B) of the Code, not in lieu or limitation of any other rights or remedies available to CareDx, Illumina or the trustee for Illumina or its assets will, at CareDx's written request, deliver to CareDx any Licensed IP of Illumina licensed to CareDx under this Agreement that Illumina is obligated to deliver or transfer to CareDx pursuant to Section 8.1 but that has not yet been delivered or transferred to CareDx in accordance with Section 8.1.
Application of the Code. 7.1 Nothing in this agreement shall in any way limit the Parties' obligations under the Code, and any uncontested rulings of the Panel as to the application of the Code in conflict with the terms of this agreement shall take precedence over the terms of this agreement.
Application of the Code. The City hereby represents and WorldMark hereby acknowledges that the Code sets forth WorldMark’s obligation to pay TOT. The Project is a “Timeshare Project” and WorldMark is a “Time-share Operator” as defined in Code Sections 2.12.013.022 and 2.12.013.24, respectively, and therefore shall be subject to the City’s Transient Occupancy Tax Code. WorldMark hereby undertakes and accepts that the in-lieu of TOT payments to City shall be determined by multiplying the daily room rate, as defined herein, on which the TOT is to be applied attributable to each Unit Occupied, as defined in paragraph 7(b)(1), during any given reporting period by the TOT rate set forth in the Code. Except as otherwise specifically set forth in this Agreement, WorldMark, including all successors and assigns thereof agree to be bound by the provisions of the Code dealing with TOT, including without limitation, those Code sections pertaining to interest and penalties for delinquent payments and refunds and violations, including successor liability. All successors and assigns must be approved in writing by the City prior to transfer.
Application of the Code. Many of the restrictions on Personal Securities Transactions (as defined in Section III.E.) and the compliance procedures contained in the Code apply to all Access Persons. Investment Personnel are subject to additional restrictions as indicated in the Code. Such persons include, but are not limited to the following: • Portfolio managers who manage the accounts; • Research analysts or research assistants who are members of the management team for the accounts; • Traders who trade on behalf of clients; • Support staff and administrative assistants working directly with portfolio managers and analysts.
Application of the Code. 2.1. This Code applies to and is binding upon all AWMAC volunteers, including, without limitation, Board members and Committee members, along with all AWMAC employees and contractors, and shall apply throughout the course of their participation in, and activities with, AWMAC, regardless of whether they have signed below (the "Participant(s)"). To the extent any obligations herein are intended to or specifically noted to continue after a Participant ceases to hold their position with AWMAC, such as with respect to confidentiality, such obligations shall apply to such Participants thereafter.
Application of the Code. The Code does not apply to the Acquisition.
Application of the Code. The provisions of this Code are mandatory and apply to Kimber, its subsidiaries, all Kimber personnel and to joint-ventures managed by the Company. Subsidiary companies are expected to adopt the Code and to disseminate its provisions to their employees. It will be the responsibility of the Chief Executive Officer of any subsidiary company to ensure that the provisions of this Code are complied with by that subsidiary and its directors, officers and employees. Compliance is expected under all circumstances. All Kimber personnel who have executive or managerial responsibilities are expected to ensure that the provisions of this Code are communicated to all employees reporting to him or her and must report any contravention of this Code promptly to the Business Ethics Officer of Kimber. The Code affirms in specific terms the Company’s commitment to uphold high moral and ethical standards and sets out basic behavioral standards required of those conducting its business. Overzealousness, good intentions the seeking of legal advice on anything other than a timely basis will not excuse violations of this Code. While the Company’s activities are subject to a variety of laws, legal standards and customs in the jurisdictions in which it operates, the Board of Directors of Kimber believes that honesty, integrity and fairness are the essential standards to be observed. Actions, or failure to act, in contravention of the Code will be considered as unauthorized and outside the course of employment and will be subject to disciplinary actions, which may include dismissal for cause. The Company will not indemnify Kimber personnel for their costs which arise out of such conduct.
