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. 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. Performance:
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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. 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. 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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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. 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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Related to Exclusively

  • Arbitration of All Disputes Any controversy or claim arising out of or relating to this Agreement (or the breach thereof) shall be settled by final, binding and non-appealable arbitration in Overland Park, Kansas by three arbitrators. Except as otherwise expressly provided in this paragraph 17, the arbitration shall be conducted in accordance with the rules of the American Arbitration Association (the “Association”) then in effect. One of the arbitrators shall be appointed by the Company, one shall be appointed by the Executive, and the third shall be appointed by the first two arbitrators. If the first two arbitrators cannot agree on the third arbitrator within 30 days of the appointment of the second arbitrator, then the third arbitrator shall be appointed by the Association.

  • 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 As of the Effective Date, Gilead has no knowledge of the existence of any patent owned or controlled by a Third Party which covers the lead compound identified by Gilead to Roche (GS 4104) and would prevent Roche from making, using or selling such compound. To the best of Gilead's knowledge and belief, as of the Effective Date, the patent applications listed in Exhibit A at the Effective Date are owned by Gilead and Gilead is not in possession of information that would, in its opinion, render invalid and/or unenforceable claims directed specifically to GS 4104 that are presently in one or more of such applications. Notwithstanding the foregoing, if at any time prior to December 31, 1997, a patent or patent application held by a Third Party is identified which covers the specific Product being developed by the parties pursuant to this Agreement, the parties will meet and discuss possible resolutions of the patent situation. If the resolution involves a license from the Third Party to its patent rights and/or a license to the Third Party under Gilead or Roche patent rights, the parties acknowledge that the economic assumptions underlying this Agreement may no longer be valid, and in such case the parties will renegotiate the terms of this Agreement in good faith in order to reflect such resolution.

  • 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.

  • 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 (a) Except as disclosed in Section 3.11(a) of the Company Disclosure Schedule, there are no actions, suits, claims, arbitrations, proceedings or investigations pending or, to the knowledge of the Company or any Subsidiary, threatened against, affecting or involving the Company or any Subsidiary or their respective businesses or Assets, or the transactions contemplated by this Merger Agreement, at law or in equity, or before or by any court, arbitrator or Governmental Entity, domestic or foreign. Neither the Company nor any Subsidiary is (i) operating under or subject to any order (except for orders that Persons similarly situated, engaged in similar businesses and owning similar Assets are operating under or subject to), award, writ, injunction, decree or judgment of any court, arbitrator or Governmental Entity, or (ii) in default with respect to any order, award, writ, injunction, decree or judgment of any court, arbitrator or Governmental Entity.

  • Inventions Retained and Licensed I have attached hereto, as Exhibit A, a list describing with particularity all inventions, original works of authorship, developments, improvements, and trade secrets which were made by me prior to the commencement of the Relationship (collectively referred to as “Prior Inventions”), which belong solely to me or belong to me jointly with another, which relate in any way to any of the Company’s proposed businesses, products or research and development, and which are not assigned to the Company hereunder; or, if no such list is attached, I represent that there are no such Prior Inventions. If, in the course of my Relationship with the Company, I incorporate into a Company product, process or machine a Prior Invention owned by me or in which I have an interest, the Company is hereby granted and shall have a non-exclusive, royalty-free, irrevocable, perpetual, worldwide license (with the right to sublicense) to make, have made, copy, modify, make derivative works of, use, sell and otherwise distribute such Prior Invention as part of or in connection with such product, process or machine.

  • Professional Rights A Pharmacist in his professional judgment may delay or refuse to fill or refill any prescription if there is reason to believe that such action would protect the health of the patient or where reasonable doubt exists as to the legality of said prescription or the legal use thereof, after first having established the fact by having consulted the prescriber if said prescriber is available.