Continuity Agreements Sample Clauses

Continuity Agreements. Effective as of the Offering Date, Tronox shall enter into Continuity Agreements with certain of its officers and key employees. These Continuity Agreements shall be similar in all Material Features to the Continuity Agreements that ▇▇▇▇-▇▇▇▇▇ has in effect with its officers and key employees, as appropriate, as of the Offering Date. Neither the offering nor the Distribution (or Exchange), as contemplated by the Principal Agreement, shall entitle any Transferred Individual to any payments under a Continuity Agreement with ▇▇▇▇-▇▇▇▇▇ or Tronox.
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Continuity Agreements. Additionally, the Parties acknowledge that Evolent, at its own discretion, may elect from time to time to request that UPMC enter into performance guarantees or similar agreements with Evolent Clients pursuant to which UPMC would agree, in the event Evolent breaches its obligations to the Evolent Client or upon the occurrence of other mutually agreed upon circumstances, to perform certain agreed upon services for the Evolent Client that would otherwise be performed by, or through, Evolent (each a “Continuity Agreement”). Evolent, on behalf of itself and its officers, directors, employees, agents, successors and assigns (the “Evolent Parties”), hereby agrees that UPMC and its Affiliates shall not be liable or responsible to the Evolent Parties for any claims, demands, actions, costs, expenses, liabilities, judgments, causes of action, proceedings, suits, losses and damages of any nature, in law, equity or otherwise (“Claims”), arising out of, or related to, claims or allegations that UPMC Improvements or other UPMC IP breach or infringe upon Evolent’s Intellectual Property Rights to the extent such claims or allegations arise out of, or are related to, UPMC’s access to Evolent Intellectual Property as a result of UPMC’s performance under a Continuity Agreement, including without limitation Claims arising out of, or related to, infringement, breach of license, contract, confidentiality, misappropriation or any other claim or theory, and hereby irrevocably and forever waives, release, acquit and discharge all such Claims against UPMC, its Affiliates, and their respective licensees, subscribers, other customers, contractors and consultants.
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Related to Continuity Agreements

  • 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.

  • Client Agreements Supplier will have a direct contract with, or provide its standard Product or Service terms directly to, Client, which will be enforceable solely between Client and Supplier, for all terms related to Client’s receipt and use of Products and Services (each a “Client Agreement”), other than the payment, risk of loss, and delivery terms that are contracted directly with Accenture.

  • INDIVIDUAL FLEXIBILITY AGREEMENTS 29.1 Where the Employer wants to enter into a variation agreement it must provide a written proposal to the Employee and the Union. Where the Employee’s understanding of written English is limited, the Employer must take measures, including translation into an appropriate language, to ensure the Employee understands the proposal. 29.2 The Employer must ensure that any variation agreement is genuinely agreed to by the Employer, the Union and the Employee and that the terms of the variation agreement: (a) are about permitted matters under section 172 of the FW Act; and (b) Relates only to: (i) Salary sacrifice agreements (ii) Increase in annual leave accrual each year (iii) Increase in rate of accrual of Rostered days off (iv) Increase in wages (v) Increase in training leave (Union or otherwise) (c) are not unlawful terms under section 194 of the FW Act; and (d) result in the Employee being better off overall than the Employee would be if no arrangement (variation agreement) was made. 29.3 The Employer must also ensure that any such variation agreement is: (a) Agreed to by the Union (b) in writing (including details of the terms that will be varied, how the variation agreement will vary the effect of the Enterprise Agreement terms, how the Employee will be better off overall in relation to the terms and conditions of his or her employment as a result of the arrangement, and the day on which the arrangement commences) (c) includes the name of the Employer and Employee (d) signed by the Employer and the Employee, and if the Employee is under 18, by a parent or guardian of the Employee (e) provided to the Employee within 14 days after it is agreed to: and

  • Letter Agreements The Company shall not take any action or omit to take any action which would cause a breach of any of the Letter Agreements executed between each Company Affiliate and the Representative and will not allow any amendments to, or waivers of, such Letter Agreements without the prior written consent of the Representative, which consent shall not be unreasonably withheld, delayed or denied.

  • Confidentiality Agreements The parties hereto agree that this Agreement supersedes any provision of the Confidentiality Agreements that could be interpreted to preclude the exercise of any rights or the fulfillment of any obligations under this Agreement, and that none of the provisions included in the Confidentiality Agreements will act to preclude Holder from exercising the Option or exercising any other rights under this Agreement or act to preclude Issuer from fulfilling any of its obligations under this Agreement.