NSC Sample Clauses

NSC. NSC represents and warrants to CSX, CRR and CRR Parent as of the date hereof and as of the Closing Date as follows:
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NSC. (a) The Borrower shall maintain the NSC, to oversee the work of TASAF MU. Unless the Association shall otherwise agree, the NSC shall
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NSC on behalf of itself and each of its divisions, subsidiaries, affiliates and other related entities (whether or not such entities are wholly owned) and its past, present and future directors, officers, employees and agents, and the predecessors, successors and assigns of each of them, agrees to and does hereby release, acquit and forever discharge Xxx-Xxxxxx and anyone claiming through him including, but not limited to, his past, present and future agents, family members, representatives, heirs, executors and administrators, or the predecessors, successors and assigns of each of them (hereinafter collectively referred to as the "Released Parties"), of and from any and all claims, demands and causes of action of every kind or character, in every proceeding whatsoever, known or unknown, now existing or which may hereafter arise, by reason of any act or omission on the part of the Released Parties occurring at any time up to and including the date of execution of this General Release and Covenant Not to Xxx. Without restricting the generality of the foregoing, NSC agrees to and does hereby release, acquit and forever discharge the Released Parties of and from any and all claims, demands and causes of action, known or unknown, arising out of or in any way connected with or relating to Xxx-Xxxxxx'x employment and termination of employment with NSC from the beginning of said employment up to and including the date of execution of this General Release and Covenant Not to Xxx, including but not limited to claims, demands and causes of action based in whole or in part on breach of contract, including breach of the Employment Agreement, dated November 9, 1995, by and between Xxx-Xxxxxx and NSC. Notwithstanding anything to the contrary set forth in this General Release and Covenant Not to Xxx, this release shall not apply to, or release the Released Parties from, any obligation contained in the Agreement dated April 22, 1997, between Xxx-Xxxxxx and NSC.
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NSC the Borrower shall assign the responsibility for supervising and coordinating the implementation of the Project to NSC, and shall, for this purpose, maintain NSC until the completion of the Project under operating procedures satisfactory to the Borrower and the Bank.
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NSC. NSC will not and no other member of the Group will take any formal steps to wind-up NSC until the Parent has delivered to the Facility Agent legal opinions (in form and substance satisfactory to the Majority Lenders) addressed to the Facility Agent and the Lenders confirming that the obligations and liabilities of NSC as a Borrower under the Senior Finance Documents have been novated or otherwise transferred to Canco and that Canco is primarily liable for all such obligations and liabilities and, if required by the Security Agent, each of the Guarantors has acknowledged to the Security Agent that its guarantee of such Borrowings remains in full force and effect notwithstanding any such novation or transfer. 109
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NSC 
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Related to NSC

  • Motorola s sole obligation to Licensee and Licensee’s exclusive remedy under this warranty is to use reasonable efforts to remedy any material Software defect covered by this warranty. These efforts will involve either replacing the media or attempting to correct significant, demonstrable program or documentation errors or Security Vulnerabilities. If Motorola cannot correct the defect within a reasonable time, then at Motorola’s option, Motorola will replace the defective Software with functionally-equivalent Software, license to Licensee substitute Software which will accomplish the same objective, or terminate the license and refund the Licensee’s paid license fee.

  • Distributor The Trust hereby appoints the Distributor as general distributor of shares of beneficial interest (“Series shares”) of the Trust’s WCM Funds series (the “Series”) during the term of this Agreement. The Trust reserves the right, however, to refuse at any time or times to sell any Series shares hereunder for any reason deemed adequate by the Board of Trustees of the Trust.

  • Licensee Licensee represents and warrants that:

  • Licensor any Person from whom a Grantor obtains the right to use any Intellectual Property. Lien: any Person’s interest in Property securing an obligation owed to, or a claim by, such Person, whether such interest is based on common law, statute or contract, including liens, security interests, pledges, hypothecations, statutory trusts, reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases, and other title exceptions and encumbrances affecting Property. Lien Waiver: an agreement, in form and substance satisfactory to Collateral Agent, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Collateral Agent to enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on the Collateral, agrees to hold any Documents in its possession relating to the Collateral as agent for Collateral Agent, and agrees to deliver the Collateral to Collateral Agent upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Collateral Agent’s Lien, waives or subordinates any Lien it may have on the Collateral, and agrees to deliver the Collateral to Collateral Agent upon request; and (d) for any Collateral subject to a Licensor’s Intellectual Property rights, the Licensor grants to Collateral Agent the right, vis-à-vis such Licensor, to enforce Collateral Agent’s Liens with respect to the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License.

  • Sublicensees Licensee shall have the full right (but not the obligation) to sublicense those rights granted to it under Section 2.1 to a Third Party (a “Sublicensee”); provided, however, that, prior to the payment of the first milestone pursuant to Section 7.2, Licensee may not grant any such sublicense to any contract research organization conducting Clinical Trials of Products or any Third Parties conducting contract Manufacturing activities without Licensee’s prior written notice (at least twenty (20) Business Days in advance) to Lilly, which shall include a description of the rights to be granted and the purpose therefor, the identity of the Third Party and the countries involved, and Lilly’s prior written consent, but such consent shall only be required (i) until such time as Licensee is the holder of record for the Regulatory Materials related to Taladegib and (ii) to the extent such organization is not performing services for Licensee as of the Effective Date; and provided further, that Licensee shall remain responsible for the performance by any of its Sublicensees. With respect to any Sublicensee granted a sublicense to any Commercialization rights hereunder, Licensee shall ensure that each of its Sublicensees accepts in writing all applicable terms and conditions of this Agreement, including the non-compete, reporting, audit, inspection and confidentiality provisions hereunder. Each Sublicensee shall also be prohibited from further sublicensing. For the avoidance of doubt, (a) Licensee will remain directly responsible for all amounts owed to Lilly under this Agreement, and (b) each Sublicensee is subject to the negative and restrictive covenants set forth in Sections 2.3.1 and 2.5, respectively. Licensee hereby expressly waives any requirement that Lilly exhaust any right, power or remedy, or proceed against a subcontractor, for any obligation or performance hereunder prior to proceeding directly against Licensee.

  • Marketing Services The Manager shall provide advice and assistance in the marketing of the Vessels, including the identification of potential customers, identification of Vessels available for charter opportunities and preparation of bids.

  • Transnet (i) For legal notices: …………………………………………………… …………………………………………………… …………………………………………………… Fax No. ………… Attention: Group Legal Department

  • Technology Discoveries, innovations, Know-How and inventions, whether patentable or not, including computer software, recognized under U.S. law as intellectual creations to which rights of ownership accrue, including, but not limited to, patents, trade secrets, maskworks and copyrights developed under this Agreement.

  • Competing Products The provisions of Section 21 are set forth on attached Exhibit H and are incorporated in this Section 21 by this reference.

  • New Products You agree to comply with NASD Notice to Members 5-26 recommending best practices for reviewing new products.

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