DEFINITION OF COMPETITION -- For purposes of this Agreement Sample Clauses

DEFINITION OF COMPETITION -- For purposes of this Agreement competition" shall mean the manufacture or sale of safety systems or devices to prevent strikes, damage, injury or entrapment from the movement of a closure device. Closure devices include, but not by way of limitation, powered gates, powered doors, parking gates, swinging gates, sliding gates, automatic doors, residential and commercial garage doors and elevator doors. Notwithstanding the foregoing, competition does not include any device, sensor or system that is not primarily intended to prevent a strike, damage, injury or entrapment from a moving closure device. Specifically, but not by way of limitation, the term "competition" does not include proximity sensing, anti-theft sensing, barrier sensing, perimeter sensing, security sensing, contact avoidance, presence recognition or other sensing applications whose primary intended purpose is other than to prevent a strike, damage, injury or entrapment from a moving closure device, notwithstanding that an incidental or secondary benefit may be to prevent a strike, damage, injury or entrapment. The term "competition" does not include any employment or other relationships or activities of Second Party which are permitted by the Employment Agreement between the Company and Second Party.
Sample 1
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DEFINITION OF COMPETITION -- For purposes of this Agreement a. Except as set forth in c. and d. below, Competition shall mean the creation, development, manufacture or sale of products or systems using presence sensing technology, based upon capacitance and/or near field (two meters or less) radio frequency, developed or acquired by the Company on an exclusive basis. b. Competition shall also mean the creation, development, manufacture or sale of products or systems that are based upon any other technology developed or acquired by the Company on an exclusive basis (New Technology). c. Unless the based upon items below are part of New Technology, Competition shall NOT mean the creation, development, manufacture or sale of products or systems used for sensing that are based upon lenses, beams, or emitters (current examples being passive infrared, heat detection, microwave, radio frequency (which is not in combination with capacitance and which is limited to far field [greater than two meters]), laser, ultrasonic, cameras, or systems based on beams of light). d. Competition shall NOT mean the creation, development, manufacture, sale or resale of products or systems which would otherwise be within the definition of Competition, but which have been expressly authorized or sanctioned by the Company through the sale of products, license, distribution, or other written agreements. 3.
Sample 1

Related to DEFINITION OF COMPETITION -- For purposes of this Agreement

  • Accounting Terms; Utilization of GAAP for Purposes of Calculations Under Agreement Except as otherwise expressly provided in this Agreement, all accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP. Financial statements and other information required to be delivered by Company to Lenders pursuant to clauses (ii), (iii) and (xii) of subsection 6.1 shall be prepared in accordance with GAAP as in effect at the time of such preparation (and delivered together with the reconciliation statements provided for in subsection 6.1(v)). Calculations in connection with the definitions, covenants and other provisions of this Agreement shall utilize GAAP as in effect on the date of determination, applied in a manner consistent with that used in preparing the financial statements referred to in subsection 5.3. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and Company, Administrative Agent or Requisite Lenders shall so request, Administrative Agent, Lenders and Company shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of Requisite Lenders), provided that, until so amended, such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and Company shall provide to Administrative Agent and Lenders reconciliation statements provided for in subsection 6.1(v).

  • Effective Period, Termination and Amendment; Interpretive and Additional Provisions This Custodian Agreement shall become effective as of the date hereof, shall continue in full force and effect until terminated as hereinafter provided, and may be amended at any time by mutual agreement of the parties hereto. This Custodian Agreement may be terminated by either party by written notice to the other party, such termination to take effect no sooner than sixty (60) days after the date of such notice. Notwithstanding the foregoing, if Ally Financial resigns as Servicer under the Basic Documents or if all of the rights and obligations of the Servicer have been terminated under the Servicing Agreement, this Custodian Agreement may be terminated by the Issuing Entity or by any Persons to whom the Issuing Entity has assigned its rights hereunder. As soon as practicable after the termination of this Custodian Agreement, the Custodian shall deliver the Receivable Files described herein to the Issuing Entity or the Issuing Entity’s agent at such place or places as the Issuing Entity may reasonably designate.

  • Survival of Terms Following Termination Upon termination of this Agreement, the following provisions of this Agreement shall survive:

  • EFFECTIVE PERIOD; TERMINATION AND AMENDMENT OF THIS AGREEMENT (a) This Agreement shall become effective as of the date first written above, and shall remain in full force and effect continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as set forth below. This Agreement shall automatically terminate in the event of its assignment or in the event of termination of the Investment Management Agreement.

  • Term; Termination of Agreement This Agreement shall continue in force for a period of one year from the date hereof, subject to an unlimited number of successive one-year renewals upon mutual consent of the parties. It is the duty of the Independent Directors to evaluate the performance of the Advisor annually before renewing the Agreement, and each such renewal shall be for a term of no more than one year.

  • Definition of Change in Control For purposes of this Agreement, a “Change in Control” shall mean the occurrence of any of the following events:

  • Duration, Termination and Amendments of this Agreement This Agreement shall become effective as of the day and year first above written, shall govern the relations between the parties hereto thereafter and shall remain in force for a period of two years from its effectiveness, on which date it will terminate unless its continuance with respect to a Fund after that date is "specifically approved at least annually" (a) by the vote of a majority of the Trustees of the Trust who are not "interested persons" of the Trust or of Citi Management at a meeting specifically called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Trust or by "vote of a majority of the outstanding voting securities" of the Fund. This Agreement may be terminated at any time with respect to a Fund without the payment of any penalty by the Trustees or by the "vote of a majority of the outstanding voting securities" of the Fund, or by the Manager, in each case on not more than 60 days' nor less than 30 days' written notice to the other party. This Agreement shall automatically terminate in the event of its "assignment." This Agreement may be amended with respect to a Fund only if such amendment is approved by the "vote of a majority of the outstanding voting securities" of the Fund (except for any such amendment as may be effected in the absence of such approval without violating the 1940 Act).

  • Termination of Consulting Agreement As of the Effective Date, the Consulting Agreement is hereby terminated and is of no further force or effect.

  • DURATION, TERMINATION AND AMENDMENT OF THIS AGREEMENT This Agreement shall become effective on the date first above written and shall govern the relations between the parties hereto thereafter, and shall remain in force until December 29, 2002 on which date it will terminate unless its continuance after December 29, 2002 is "specifically approved at least annually" (i) by the vote of a majority of the Trustees of the Trust who are not "interested persons" of the Trust or of the Adviser at a meeting specifically called for the purpose of voting on such approval, and (ii) by the Board of Trustees of the Trust, or by "vote of a majority of the outstanding voting securities" of the Fund. This Agreement may be terminated at any time without the payment of any penalty by the Trustees or by "vote of a majority of the outstanding voting securities" of the Fund, or by the Adviser, in each case on not more than sixty days' nor less than thirty days' written notice to the other party. This Agreement shall automatically terminate in the event of its "assignment". This Agreement may be amended only if such amendment is approved by "vote of a majority of the outstanding voting securities" of the Fund.

  • EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT This Agreement shall become effective upon its execution, and shall remain in full force and effect as to the Fund continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as follows:

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