Certain Specified Items Clause Samples

Certain Specified Items. Without limiting any obligation or liability of any Party under the Distribution Agreement or any Ancillary Agreement, and subject to the provisions set forth in Article III below, each of the Parties hereto acknowledges, recognizes and agrees that, after the Distribution, all right, title and interest in all Intellectual Property relating to and associated with the items identified in Schedule A shall be owned by or vested in the Party indicated therein. This provision is intended to supplement the preceding Sections 2.01-2.03 with regard to these specified items, and should not be construed in any manner that would tend to derogate from the validity or applicability of the general principles of allocation and recognition set forth therein. Nevertheless, in the event of conflict between this provision and Sections 2.01-2.03, this Section 2.04 shall prevail.
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Certain Specified Items. Without limiting any obligation or liability of any Party under the Distribution Agreement or any Ancillary Agreement, each of the Parties hereto acknowledges, recognizes and agrees that, after the Distribution, all right, title and interest in all Intellectual Property relating to and associated with the items identified in Schedule A, if any, shall be owned by or vested in the Party indicated therein. This provision is intended to supplement the preceding Sections 2.01 and 2.02 with regard to these specified items, and should not be construed in any manner that would tend to derogate from the validity or applicability of the general principles of allocation and recognition set forth therein. Nevertheless, if a conflict exists between this Section 2.03 and Sections 2.01 and 2.02, then this Section 2.03 shall prevail.
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Related to Certain Specified Items

  • Accuracy of Specified Information All applicable information that is furnished in writing by or on behalf of it to the other party and is identified for the purpose of this Section 3(d) in the Schedule is, as of the date of the information, true, accurate and complete in every material respect.

  • Furnish Specified Information It will deliver to the other party or, in certain cases under subparagraph (iii) below, to such government or taxing authority as the other party reasonably directs:— (i) any forms, documents or certificates relating to taxation specified in the Schedule or any Confirmation; (ii) any other documents specified in the Schedule or any Confirmation; and (iii) upon reasonable demand by such other party, any form or document that may be required or reasonably requested in writing in order to allow such other party or its Credit Support Provider to make a payment under this Agreement or any applicable Credit Support Document without any deduction or withholding for or on account of any Tax or with such deduction or withholding at a reduced rate (so long as the completion, execution or submission of such form or document would not materially prejudice the legal or commercial position of the party in receipt of such demand), with any such form or document to be accurate and completed in a manner reasonably satisfactory to such other party and to be executed and to be delivered with any reasonably required certification, in each case by the date specified in the Schedule or such Confirmation or, if none is specified, as soon as reasonably practicable.

  • – OTHER SPECIAL CONDITIONS ARTICLE I.9.1 INAPPLICABILITY OF THE NO-PROFIT PRINCIPLE

  • Voice Information Service Traffic ‌ 5.1 For purposes of this Section 5, (a) Voice Information Service means a service that provides [i] recorded voice announcement information or [ii] a vocal discussion program open to the public, and (b) Voice Information Service Traffic means intraLATA switched voice traffic, delivered to a Voice Information Service. Voice Information Service Traffic does not include any form of Internet Traffic. Voice Information Service Traffic also does not include 555 traffic or similar traffic with AIN service interfaces, which traffic shall be subject to separate arrangements between the Parties. Voice Information Service Traffic is not subject to Reciprocal Compensation charges under Section 7 of the Interconnection Attachment. 5.2 If a Talk America Customer is served by resold Verizon dial tone line Telecommunications Service, to the extent reasonably feasible, Verizon will route Voice Information Service Traffic originating from such Service to the appropriate Voice Information Service connected to Verizon’s network unless a feature blocking such Voice Information Service Traffic has been installed. For such Voice Information Service Traffic, Talk America shall pay to Verizon without discount any Voice Information Service provider charges billed by Verizon to Talk America. Talk America shall pay Verizon such charges in full regardless of whether or not Talk America collects such charges from its Customer. 5.3 Talk America shall have the option to route Voice Information Service Traffic that originates on its own network to the appropriate Voice Information Service connected to Verizon’s network. In the event Talk America exercises such option, Talk America will establish, at its own expense, a dedicated trunk group to the Verizon Voice Information Service serving switch. This trunk group will be utilized to allow Talk America to route Voice Information Service Traffic originated on its network to Verizon. For such Voice Information Service Traffic, unless Talk America has entered into a written agreement with Verizon under which Talk America will collect from Talk America’s Customer and remit to Verizon the Voice Information Service provider’s charges, Talk America shall pay to Verizon without discount any Voice Information Service provider charges billed by Verizon to Talk America. Talk America shall pay Verizon such charges in full regardless of whether or not Talk America collects such charges from its own Customer.

  • Buyer Information True and complete copies of all documents listed in the Buyer Disclosure Schedule have been made available or provided to Seller. The books of account, stock record books and other financial and corporate records of Buyer and the Buyer Subsidiaries, all of which have been made available to Seller, are complete and correct in all material respects.