Applied Internal Databases Clause Samples

The 'Applied Internal Databases' clause defines how a party may use its own internal databases in relation to the agreement. Typically, this clause clarifies that information, data, or materials provided under the contract can be incorporated into the recipient's internal systems for purposes such as analysis, record-keeping, or operational use, provided such use does not breach confidentiality or intellectual property restrictions. Its core function is to ensure that parties can efficiently utilize received data within their own organizations while maintaining compliance with the agreement's terms.
Applied Internal Databases. Supplier may be given electronic access to Internal Applied Data, and such access may, at Applied's sole discretion, be subject to certain further limitations and requirements on Supplier, including Supplier-provided employee control lists, audit rights and the requirement that Supplier's employees execute a joinder in the IPA as to confidentiality with Applied. This access, if granted, and all Internal Applied Data accessed shall be used solely by Supplier and only to directly facilitate Supplier's production and delivery of Items to support Applied's requirements. Supplier's access to, and utilization of, all Internal Applied Data is subject to the confidentiality provisions and obligations of the IPA with respect to Confidential Information and the terms of this Agreement and any applicable NDA between the parties. Applied may terminate Supplier's access to Internal Applied Data at any time at the discretion of Applied. If Applied terminates Supplier's access to Internal Applied Data under this Section, whether with or without cause, then Applied and Supplier shall promptly consult to develop alternative ways of providing Supplier with access to Internal Applied Data for the purpose of Supplier's performance under this Agreement. * Material has been omitted and filed separately with the Commission.
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  • Books and Record Internal Accounting Controls The books and records of the Company and its subsidiaries accurately reflect in all material respects the information relating to the business of the Company and the subsidiaries, the location and collection of their assets, and the nature of all transactions giving rise to the obligations or accounts receivable of the Company or any subsidiary. The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient, in the judgment of the Company, to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate actions is taken with respect to any differences.

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provided, however, that such 120-day period shall be extended for a period of time equal to the period the Stockholders are required to refrain, at the request of an underwriter of Common Stock (or other securities) of the Company, from selling any securities included in such registration; (c) furnish to the holders of Registrable Securities being registered such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus), and such other documents as each such holder may reasonably request to facilitate the disposition of the Registrable Securities owned by such holder; (d) use best efforts to register or qualify, if necessary, the Registrable Securities being registered under such other securities or blue sky laws of such jurisdictions as any holder of such Registrable Securities reasonably requests and do any and all other acts and things that may be reasonably necessary or advisable to enable such holder to consummate the disposition in such jurisdictions of the Registrable Securities owned by such holder (provided that the Company shall not be required to: (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify; (ii) subject itself to taxation in any such jurisdiction; or (iii) consent to general service of process in any such jurisdiction); (e) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any securities included in such registration statement for sale in any jurisdiction, use best efforts promptly to obtain the withdrawal of such order; (f) notify each holder of the Registrable Securities included in an offering hereunder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such holder, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; (g) cause all such Registrable Securities included in an offering hereunder to be listed on any national stock exchange on which any Common Stock is listed, or, if the Common Stock is not listed on any national stock exchange, the Company shall use best efforts to qualify the Registrable Securities for inclusion on The Nasdaq Stock Market and, if listed on The Nasdaq Stock Market use its best efforts to secure designation of all such Registrable Securities covered by such registration statement as a Nasdaq “national market system security” within the meaning of Rule 11Aa2-1 of the Securities and Exchange Commission or, failing that, to secure The Nasdaq Stock Market’s authorization for such Registrable Securities and, without limiting the generality of the foregoing, to arrange for at least two (2) market makers to register as such with respect to such Registrable Securities with the National Association of Securities Dealers; (h) provide a transfer agent and registrar for all Registrable Securities included in an offering hereunder not later than the effective date of such registration statement; 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