Inadvertence Sample Clauses

Inadvertence. Notwithstanding anything in this Section 9 (or any other provision) of this Agreement to the contrary, any inadvertent violation by Executive of any of the provisions of Section 9(b)(i) or 9(b)(ii) which Executive believed in good faith was not a violation of such Sections and any violation by any business in which Executive may engage or participate of any of the provisions of Section 9(b)(i) or 9(b)(ii) which violation was done without the Executive’s knowledge and without the Executive’s direct or indirect participation or encouragement shall not result in the cessation of Executive’s severance payments hereunder (but Executive shall remain liable for the Company’s direct damages, if any, resulting from any such violation by Executive).
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Inadvertence. Notwithstanding anything in this Section 9 (or any other provision) of this Agreement to the contrary, any inadvertent violation by Executive of any of the provisions of Section 9(b)(iv) or 9(b)(v) which Executive believed in good faith was not a violation of such Sections and any violation by any Other Business in which Executive may engage or participate of any of the provisions of Section 9(b)(iv) or 9(b)(v) which violation was done without the Executive's knowledge and without the Executive's direct or indirect participation or encouragement shall not result in the cessation of Executive's severance payments hereunder. Executive shall remain liable for the Company's direct damages, if any, resulting from any such violation of Section 9(b)(iv) or 9(b)(v); provided, however, the Executive shall only be liable for any violation by any Other Business in which Executive may engage or participate of Section 9(b)(iv) or 9(b)(v) to the extent that Executive directly causes or directly encourages such business to take any action prohibited by such section.
Sample 1

Related to Inadvertence

  • Unauthorized Leave (a) Any unauthorized absence of an employee from duty shall be deemed to be an absence without pay.

  • Unauthorized Disclosure The Executive agrees and understands that in the Executive’s position with the Company, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Group, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and other forms of information considered by the Company Group to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with the Company, unless required by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Company.

  • Unauthorized Aliens Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act (8 U.S.C.A. & 1101, et seq.), as amended; and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this contract, and should the Federal Government impose sanctions against the City for such use of unauthorized aliens, Consultant hereby agrees to, and shall, reimburse City for the cost of all such sanctions imposed, together with any and all costs, including attorneys' fees, incurred by the City in connection therewith.

  • Unauthorised use We shall not be liable for any loss, liability or cost whatsoever arising from any unauthorised use of the Electronic Service. You shall on demand indemnify, protect and hold us harmless from and against all losses, liabilities, judgements, suits, actions, proceedings, claims, damages and costs resulting from or arising out of any act or omission by any person using an Electronic Service by using your designated passwords, whether or not you authorised such use.

  • Unauthorized Work The contractor is not authorized at any time to commence task order performance prior to issuance of a signed TO or other written approval provided by the CO to begin work.

  • Unauthorized Use Licensee, the Participating Institutions, or Authorized Users shall not knowingly permit anyone other than Authorized Users to access the Licensed Materials.

  • Malicious Software 12.1 The Supplier shall, as an enduring obligation throughout the Term, use the latest versions of anti-virus definitions available [from an industry accepted anti-virus software vendor] to check for and delete Malicious Software from the ICT Environment.

  • Unauthorized Transactions You are not responsible for unauthorized Transactions. A Transaction is considered an “unauthorized Transaction” if we complete an investigation and determine that: • The Account was used by someone other than you; • You did not receive any benefit from the Transaction; • You co-operated fully with us in our investigation; and • You followed your responsibilities under this Agreement, including in these sections:

  • Unauthorized Absence An unauthorized absence from the work site or failure to report for duty after a leave request has been disapproved, revoked, or canceled by the appointing authority, or at the expiration of a leave, shall be without pay. Such absence may also be grounds for disciplinary action.

  • Unauthorized Use or Disclosure The Contractor shall notify COMMERCE within five (5) working days of any unauthorized use or disclosure of any confidential information, and shall take necessary steps to mitigate the harmful effects of such use or disclosure.

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