For clarity purposes Sample Clauses

For clarity purposes the Parties agree that any Loss resulting from acts or omissions of the management of TRIP or AZUL performed after the Date of Merger shall not be deemed an indemnifiable Loss, and, therefore, shall not be indemnified [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission. by any of the Parties under this Section VIII, even if such acts or omissions relate to agreements, arrangement or protocols (convênios) (including, without limitation, protocols (covenio) or agreements executed with States or Municipalities relating to tax benefits) existing prior to the Date of Merger.”
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For clarity purposes. BioCurex has the right to license the Licensed Materials and Technology to Inverness, and two more parties, one of which is currently Abbott Labs. One of these three parxxxx xay be BioCurex itself without permission from Inverness. Should BioCurex be one of the licensees, BioCurex or its Affiliates retain the right to conduct research, develop, make, have made, use, offer for sale, sell and import Products anywhere in the Territory for use in the Field. Should a licensing agreement between BioCurex and one of its licensees be terminated, BioCurex shall have the right to license the Licensed Materials and Technology to another licensee or to develop, test, manufacture, import, sell or offer for sale Products without permission from Inverness. Notwithstanding the foregoing, BioCurex shall not license or grant the use of the Licensed Materials and Technology in the Field to any Third Party after the Effective Date on terms with minimum annual royalties, as described in Section 4.3 below, less than those so described.
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For clarity purposes. (i) if after the conversion of the respective Loss to USD pursuant to Section 10.4.1, such Loss is lower than the Individual Threshold, such Loss shall be disregarded and not be indemnifiable to the Buyers Indemnitee; (ii) if a Loss surpasses the Individual Threshold, its amount in USD (as converted pursuant to Section 10.4.1) shall be added to the amount in USD of all other Losses that surpasses the Individual Threshold (in each case, as converted pursuant to Section 10.4.1) – with no inflation adjustment –, until such aggregate amount exceeds the Aggregate Threshold, when the amount of all such Losses that surpassed the Individual Threshold shall be indemnified to the Buyers Indemnitees pursuant to Section 10.8.4; and (iii) in the event the aggregate amount of all Losses (as converted to USD pursuant to Section 10.4.1) – with no inflation adjustment –, reaches the limit set forth in Section 10.4(c), no additional Loss shall be indemnifiable to the Buyers’ Indemnitees.
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Related to For clarity purposes

  • For clarity the time allowances provided in clause 2.10 shall operate to reduce the maximum timetabled classroom teaching time specified in clause 4.2 of this agreement.

  • Limitations on Reverse Engineering, Decompilation, and Disassembly You may not reverse engineer, decompile, or disassemble the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

  • Background Screening VENDOR shall comply with all requirements of Sections 1012.32 and 1012.465, Florida Statutes, and all of its personnel who (1) are to be permitted access to school grounds when students are present, (2) will have direct contact with students, or (3) have access or control of school funds, will successfully complete the background screening required by the referenced statutes and meet the standards established by the statutes. This background screening will be conducted by SBBC in advance of VENDOR or its personnel providing any services under the conditions described in the previous sentence. VENDOR shall bear the cost of acquiring the background screening required by Section 1012.32, Florida Statutes, and any fee imposed by the Florida Department of Law Enforcement to maintain the fingerprints provided with respect to VENDOR and its personnel. The parties agree that the failure of VENDOR to perform any of the duties described in this section shall constitute a material breach of this Agreement entitling SBBC to terminate immediately with no further responsibilities or duties to perform under this Agreement. VENDOR agrees to indemnify and hold harmless SBBC, its officers and employees from any liability in the form of physical or mental injury, death or property damage resulting from VENDOR’s failure to comply with the requirements of this section or with Sections 1012.32 and 1012.465, Florida Statutes.

  • Drawings Submitted During the Contract Term Where required to develop maintain and deliver diagrams or other technical schematics regarding the scope of work, Contractor shall do so on an ongoing basis at no additional charge, and must, as a condition of payment, update drawings and plans during the Contract term to reflect additions, alterations, and deletions. Such drawings and diagrams shall be delivered to the Authorized User’s representative.

  • DEVELOPMENT OR ASSISTANCE IN DEVELOPMENT OF SPECIFICATIONS REQUIREMENTS/ STATEMENTS OF WORK Firms and/or individuals that assisted in the development or drafting of the specifications, requirements, statements of work, or solicitation documents contained herein are excluded from competing for this solicitation. This shall not be applicable to firms and/or individuals providing responses to a publicly posted Request for Information (RFI) associated with a solicitation.

  • Background and Purpose Executive was employed by the Company. Executive's employment is ending effective ____________ under the conditions described in Section 3.1 of the Executive Severance Agreement ("Agreement") by and between Executive and the Company dated ____________, 2012. The purpose of this Release is to settle, and the parties hereby settle, fully and finally, any and all claims the Releasing Parties may have against the Released Parties, whether asserted or not, known or unknown, including, but not limited to, claims arising out of or related to Executive's employment, any claim for reemployment, or any other claims whether asserted or not, known or unknown, past or future, that relate to Executive's employment, reemployment, or application for reemployment.

  • Termination for Changes in Budget or Law The JBE’s payment obligations under this Agreement are subject to annual appropriation and the availability of funds. Expected or actual funding may be withdrawn, reduced, or limited prior to the expiration or other termination of this Agreement. Funding beyond the current appropriation year is conditioned upon appropriation of sufficient funds to support the activities described in this Agreement. The JBE may terminate this Agreement or limit Contractor’s Services (and reduce proportionately Contractor’s fees) upon Notice to Contractor without prejudice to any right or remedy of the JBE if: (i) expected or actual funding to compensate Contractor is withdrawn, reduced or limited; or (ii) the JBE determines that Contractor’s performance under this Agreement has become infeasible due to changes in applicable laws.

  • Inspection of Agreement A copy of this Agreement shall be available at all reasonable times at the principal corporate trust office of the Warrant Agent for inspection by the holder of any Warrant Certificate. The Warrant Agent may require such holder to submit his Warrant Certificate for inspection by it.

  • Selection of Subcontractors, Procurement of Materials and Leasing of Equipment The contractor shall not discriminate on the grounds of race, color, religion, sex, national origin, age or disability in the selection and retention of subcontractors, including procurement of materials and leases of equipment. The contractor shall take all necessary and reasonable steps to ensure nondiscrimination in the administration of this contract.

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