Exclusively Sample Clauses

Exclusively. Except with respect to equitable relief for violations of Section 6, the indemnification provisions of this Section shall be the exclusive remedy for claims under this Agreement, other than claims based on fraud and, notwithstanding any provision in this Agreement to the contrary, no party shall be able to avoid the limitations expressly set forth in this Section 5 by electing to pursue any other remedy.
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Exclusively competent court - The Court of Turin (Italy) has exclusive jurisdiction over any dispute arising from or in any way related to this Contract, to the exclusion of any other competent court or authority. Machiavelli Srl is not allowed without a formal
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Exclusively. There is no search firm in the country that has conducted as many and as varied a range of searches in the airport leadership sector as ADK.  Second is our attention to the process of the search. We focus on learning and understanding the unique strategic challenges and organizational cultures of our clients. Through our outreach to the airport community, we develop a pool of highly qualified and diverse candidates. In addition to reaching candidates through traditional advertising, we communicate with dedicated e-newsletters to our proprietary database of over 5,600 professionals in the airport industry. We conduct a personal outreach to “friends of ADK” for referrals. Our extensive process insures that we reach those candidates who would be a great candidate for the position being filled.  Third is the development of our proprietary airport industry assessment benchmarks (in collaboration with Profiles International®) utilizing ADK data gathered over the years from assessing a large number of the airport industry’s top leaders. Combining the results of our client’s surveys, the baseline is further enhanced to become the benchmark for the target Performance Model. This enables us to assess each potential candidate’s skill sets (core competencies), behavior traits, leadership skills, interests and desired strengths that best fit your expectations, culture, and the working environment. We also conduct the EQ-i 2.0, a psychological assessment on the top candidates prior to being invited for final interviews.  Fourth is the commitment and direct involvement of ADK senior management. No task in our screening and interview process is passed on to junior members of our firm. We do not use research assistants to gather information on potential candidates or to perform reference checking on those under consideration.  Fifth is our performance of face-to-face interviews on the candidates’ home turf for full-service searches. This step provides us insight into their social skills, presence, and demeanor, as well as their interpersonal relationship skills with staff and tenants at their airports. This is where we will see how much of that all important “Leadership Charisma” a candidate exhibits.  Sixth is our reputation in the industry. ADK is committed to treat all of our contacts with respect. We take particular care to acknowledge and follow up on referrals, to keep prospective candidates advised of their status, and to handle unsuccessful candidates with tho...
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Exclusively. Performance:
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Exclusively. The rights granted herein by the Blackfeet Tribe to MEXP are exclusive to MEXP and therefore for so long as this Agreement and any leases issued pursuant hereto, are in full force and effect the Blackfeet Tribe shall not commit the Subject Lands, or the oil and gas mineral rights lying thereunder, to the terms, covenants and conditions of any oil and gas lease(s) or any other agreement or arrangement which would be adverse to the rights granted to MEXP herein.
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Exclusively. In consideration hereof and of the time and resources that Lux will devote to the Transaction, RLI agrees that until 180 days from the date of this LOI (such date, the “End of the Exclusivity Period”), RLI and its respective affiliates, directors, officers, employees, representatives and agents will not, directly or indirectly, solicit, initiate, enter into or continue any discussions or transactions with, or encourage, or provide any information to any person or entity (other than RLI and RLI’s designees), concerning any sale of its stock other than in a private placement to raise capital or as otherwise contemplated in Paragraph 1 of this LOI, whether specifically or as part of a transaction involving other assets of RLI. RLI represents that neither RLI, nor any of its affiliates, is party to or bound by any agreement with respect to any such transaction other than as contemplated by this LOI.
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Exclusively. Executive shall devote Executive's entire productive time, ability and attention to the business of Bank during the term. Executive shall not directly or indirectly render any services of a business, commercial or professional nature to any other person, firm or corporation, whether for compensation or otherwise, without prior consent evidenced by a resolution duly adopted by the Board of Directors of the Bank, or the Executive Committee thereof. Notwithstanding the foregoing, Executive may make investments of a passive nature in any business or venture, provided however, that such business or venture is neither in competition or conflict, directly or indirectly, in any manner with Bank.
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Exclusively. The Manager shall for the duration hereof refrain from conducting activities on its own behalf or on behalf of others, which are similar to those of the Company unless the Manager shall reasonably consider that no conflicting interest would arise by reason of such conduct. ARTICLE III
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Related to Exclusively

  • Research Matters By entering into this Agreement, the Placement Agent does not provide any promise, either explicitly or implicitly, of favorable or continued research coverage of the Company and the Company hereby acknowledges and agrees that the Placement Agent’s selection as a placement agent for the Offering was in no way conditioned, explicitly or implicitly, on the Placement Agent providing favorable or any research coverage of the Company. In accordance with FINRA Rule 2711(e), the parties acknowledge and agree that the Placement Agent has not directly or indirectly offered favorable research, a specific rating or a specific price target, or threatened to change research, a rating or a price target, to the Company or inducement for the receipt of business or compensation.

  • Arbitration of All Disputes Any controversy or claim arising out of or relating to this Agreement or the breach thereof shall be settled by arbitration in Chicago, Illinois, in accordance with the laws of the State of Illinois, by three arbitrators appointed by the parties. If the parties cannot agree on the appointment of the arbitrators, one shall be appointed by the Company and one by the Executive and the third shall be appointed by the first two arbitrators. If the first two arbitrators cannot agree on the appointment of a third arbitrator, then the third arbitrator shall be appointed by the Chief Judge of the United States Court of Appeals for the Seventh Circuit. The arbitration shall be conducted in accordance with the rules of the American Arbitration Association, except with respect to the selection of arbitrators which shall be as provided in this paragraph 12. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. In the event that it shall be necessary or desirable for the Executive to retain legal counsel or incur other costs and expenses in connection with enforcement of his rights under this Agreement, the Company shall pay (or the Executive shall be entitled to recover from the Company, as the case may be) his reasonable attorneys' fees and costs and expenses in connection with enforcement of his rights (including the enforcement of any arbitration award in court). Payments shall be made to the Executive at the time such fees, costs and expenses are incurred. If, however, the arbitrators shall determine that, under the circumstances, payment by the Company of all or a part of any such fees and costs and expenses would be unjust, the Executive shall repay such amounts to the Company in accordance with the order of the arbitrators. Any award of the arbitrators shall include interest at a rate or rates considered just under the circumstances by the arbitrators.

  • Legal Disputes 3.1 Pursuant to New York City Health and Hospitals Corporation Act, Chapter 1016-69, Section 20, all actions against NYC Health + Hospitals shall be brought in the City , in the county in which the cause of action arose, or if it arose outside of the City , in the City , County of New York. The Parties consent to the dismissal or transfer to any claims asserted inconsistent with this section. If Vendor initiates any action in breach of this section, Vendor shall promptly reimburse NYC Health + Hospitals for any attorneys’ fees incurred to remove the action to the contractually agreed upon venue.

  • Patent Matters 4.1 Licensor shall have the right, but not the obligation, to prosecute and maintain all Patents to be issued pertaining to the Patent applications licensed in Exhibit A at its cost and expense. Licensor shall keep licensee reasonably apprised of all relevant actions regarding the status of such patents.

  • Nonassignable Inventions This Agreement does not apply to an Invention which qualifies fully as a nonassignable Invention under Section 2870 of the California Labor Code (hereinafter “Section 2870”). I have reviewed the notification on Exhibit A (Limited Exclusion Notification) and agree that my signature acknowledges receipt of the notification.

  • Directors, Trustees and Shareholders and Massachusetts Business Trust It is understood and is expressly stipulated that neither the holders of shares in the Fund nor any Directors or Trustees of the Fund shall be personally liable hereunder. With respect to any Fund which is a party to this Agreement and which is organized as a Massachusetts business trust (“Trust”), the term “Fund” means and refers to the trust established by its applicable trust agreement (Declaration of Trust) as the same may be amended from time to time. It is expressly agreed that the obligations of any such Trust hereunder shall not be binding upon any of the trustees, shareholders, nominees, officers, agents or employees of the Trust, personally, but bind only the trust property of the Trust, as provided in the Declaration of Trust of the Trust. The execution and delivery of this Agreement has been authorized by the trustees and signed by an authorized officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.

  • Intellectual Property/Work Product Ownership All data, technical information, materials first gathered, originated, developed, prepared, or obtained as a condition of this agreement and used in the performance of this agreement -- including, but not limited to all reports, surveys, plans, charts, literature, brochures, mailings, recordings (video or audio), pictures, drawings, analyses, graphic representations, software computer programs and accompanying documentation and printouts, notes and memoranda, written procedures and documents, which are prepared for or obtained specifically for this agreement, or are a result of the services required under this grant -- shall be considered "work for hire" and remain the property of the State of Vermont, regardless of the state of completion unless otherwise specified in this agreement. Such items shall be delivered to the State of Vermont upon 30- days notice by the State. With respect to software computer programs and / or source codes first developed for the State, all the work shall be considered "work for hire,” i.e., the State, not the Party (or subcontractor or sub-grantee), shall have full and complete ownership of all software computer programs, documentation and/or source codes developed. Party shall not sell or copyright a work product or item produced under this agreement without explicit permission from the State of Vermont. If Party is operating a system or application on behalf of the State of Vermont, Party shall not make information entered into the system or application available for uses by any other party than the State of Vermont, without prior authorization by the State. Nothing herein shall entitle the State to pre-existing Party’s materials. Party acknowledges and agrees that should this agreement be in support of the State's implementation of the Patient Protection and Affordable Care Act of 2010, Party is subject to the certain property rights provisions of the Code of Federal Regulations and a Grant from the Department of Health and Human Services, Centers for Medicare & Medicaid Services. Such agreement will be subject to, and incorporates here by reference, 45 CFR 74.36, 45 CFR 92.34 and 45 CFR 95.617 governing rights to intangible property.

  • Settlement of industrial disputes Nothing in this clause requires a party to settle an industrial dispute that constitutes a force majeure event in any manner other than the manner preferred by that party.

  • Proprietary Rights and Licenses 7.1 Subject to the limited rights expressly granted under this Agreement, we and our licensors reserve all of right, title and interest in and to the Sage Services and Content, including all related intellectual property rights. No rights are granted to you other than as expressly set out in this Agreement.

  • Litigation; Disputes No legal action may be brought against NCCI, its shareholders, officers, employees, and/or agents for actions taken reasonably and in good faith in fulfilling the specifically stated responsibilities of NCCI under this Agreement. NCCI reserves the right to obtain a determination from a court of competent jurisdiction as to the ownership of funds and/or documents in its possession in the event it receives conflicting instructions, instructions which are, in the opinion of NCCI, inconsistent with this Agreement, or if NCCI fails to receive instructions which NCCI concludes that it requires to fulfill its duties under this Agreement. NCCI shall be entitled to reimbursement for all costs, including reasonable attorney’s fees and court costs/expenses incurred by NCCI in connection with obtaining any such determination, and/or in defending any claim made or legal action taken in connection with this Agreement or the agreement(s) between BUYER/MAKER and SELLER/HOLDER which are the subject matter of this collection, except as otherwise specified herein. SELLER/HOLDER hereby gives to NCCI a continuing lien on the proceeds to which they are otherwise entitled under this Agreement to cover such fees, costs and/or expenses.

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