Parties and Background Sample Clauses

Parties and Background. This is a SERVICE AGREEMENT with attached signature pages (the "Agreement") between the COMPANY, a WSMC member, and MARINE SPILL RESPONSE CORPORATION, a nonprofit corporation organized under the laws of Tennessee ("MSRC"). For convenience and simplicity, as between the COMPANY and Covered Entity (if any), references to the party for performance are made to a “Covered Entity,” but the COMPANY can exercise the rights and will guarantee the performance of a Covered Entity as set forth more fully in this Agreement. In consideration of the promises and the mutual covenants of this Agreement, MSRC and the COMPANY agree as follows: Articles
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Parties and Background. A An Amended and Restated Purchase Agreement (as the same may be amended, modified or supplemented, the "Purchase Agreement") will be entered into by and among Columbia Energy Group, a Delaware corporation (the "Seller"), CPC, CPLP, AmeriGas Propane, L.P. (the "Buyer"), AmeriGas Partners, L.P., the parent of the Buyer (the "Buyer Parent"), and AmeriGas Propane, Inc., the general partner of each of the Buyer Parent and the Buyer (the "General Partner," and together with the Buyer and the Buyer Parent, the "Buyer Parties," and each individually, a "Buyer Party"). The Seller is the owner of 100% of the outstanding shares of the common stock of CPC (the "CPC Shares"), and CPC is the owner of (i) 99.26% of the outstanding limited partnership interests (the "CPLP Limited Partner Interest") of CPLP, (ii) all of the issued and outstanding capital stock (the "CPH Shares") of CP Holdings, Inc., the general partner of CPLP ("CPH"), (iii) 50% of the issued and outstanding capital stock (the "Atlantic Interest") of Atlantic Energy, Inc. ("Atlantic," and together with CPLP, CPH and CPC, the "CPC Parties"), which is a joint venture between CPC and Conoco, Inc. ("Conoco"), and (iv) substantial assets directly used in the propane distribution business.
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Parties and Background. This agreement (this "Agreement") is entered into as of January 1, 2001 by Inverness Medical Technology, Inc. (formerly named Selfcare, Inc., and referred to in this agreement as "Selfcare") and LifeScan, Inc. ("LifeScan") for the purpose of amending the Amended and Restated Sales Distribution Agreement (the "Distribution Agreement") between them made as of June 7, 1999. Capitalized terms used in this Agreement and not otherwise defined are used with the meanings in the Distribution Agreement. The Distribution Agreement is amended only with respect to the terms set forth below. Selfcare and LifeScan desire to increase the volume of LS Instruments distributed to users of glucose measuring systems. LifeScan is prepared to commit to purchase a minimum quantity of LS Instruments in 2001 and to distribute them on the terms and conditions specified in this Agreement. Selfcare is prepared to offer special pricing on such LS Instruments in order to obtain such commitment from LifeScan. Each of Selfcare and LifeScan, in consideration of the agreements of the other contained in this Agreement, agree as provided herein.
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Parties and Background. This Separation and Release Agreement (“Agreement”) among you, Michael Abbott (“You”, “you” or “your”), Xxxxx, Xxx. (“Parent”) and Owlet Baby Care, Inc. (“Owlet”) is entered into effective as of the eighth (8th) day following the date you sign this Agreement (the “Effective Date”). Your employment with Owlet will end on the Separation Date (as defined below), and you and Owlet want to end the employment relationship amicably and establish the obligations of the parties, including all amounts due and owing to you.
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Parties and Background. 1 Parties (i) BCP Neptune VI Holdings L.P.1 ("Babylon"); (ii) First Abu Dhabi Bank P.J.S.C. ("Fireball"); (iii) MREI the Wave Holding RSC Ltd ("Manchester"); and (iv) Alpha Oryx Limited ("Alpha"), each, a "Party" and together, the "Parties".
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Parties and Background. 1.1. This Agreement is made and entered into between: (i) Anthill, Inc., a company incorporated in the state of Delaware whose principal place of business is at 00 Xxxx Xxxx, Suite 204, Wellesley, MassachusePs 02481, United States (“Anthill”); and (ii) the entrant to the Compe22on (“you” and “your”).
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Parties and Background. 1.1. This Motion Library End User License Agreement (hereinafter referred to as ”XXXX”) is a non-exclusive, legally binding end user license agreement between any organisation (“END-USER”) that acquires a digital motion capture asset (the ”Motion Asset”) from Rokoko Electronics ApS, company no. 35 68 06 67, Sankt Gertruds Xxxxxxx 0 X, 0000 Xxxxxxxxxx X, Xxxxxxx (“Licensor” or "Rokoko") in the Unity Asset Store.
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Parties and Background. Pentland has entered into an Irrevocable Undertaking for the benefit of JD Sports and Finish Line. Pentland is the beneficial owner and registered holder of 559,274,440 ordinary shares of JD Sports, which JD Sports has represented constitutes a simple majority of the voting power. Undertaking Pursuant to the Irrevocable Undertaking, Pentland has irrevocably and unconditionally agreed to exercise or procure the exercise of all voting rights related to its ordinary shares of JD Sports to vote (1) in favor of the resolutions approving the Merger Agreement at the general meeting of JD Sports’ shareholders or any adjournment thereof, and (2) against (i) any resolution, proposal or motion that the approval of the Merger Agreement be withdrawn from consideration or (ii) any resolution, proposal, motion or request for written consent that would reasonably be expected to impede, interfere with or prevent or delay the consummation of the merger. Pentland also agreed to execute or procure the execution of the form of proxy to be provided to shareholders of JD Sports in connection with the Merger Agreement and to appoint the chairman of JD Sports’ general shareholder meeting to attend and vote on Pentland’s behalf in favor of the Merger Agreement. Pentland agreed not to revoke such proxy, and until after the JD Sports shareholder approval has passed, not to transfer any of its ordinary shares of JD Sports.
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Parties and Background 
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Related to Parties and Background

  • BACKGROUND 1.1. The “Work” is the research article, review article, letter, clinical trial study, report, article, or other copyright work, as identified in the Copyright Letter and further detailed in Schedule 1: Details of the Work (including such form of the copyright work submitted to Xxxxxxx Science for publication pursuant to clause 4, below), but excluding (except where context otherwise requires) any diagrams, figures or illustration specifically identified to Xxxxxxx Science pursuant to clause 3.2, below.

  • Documents and Materials CONTRACTOR shall maintain and make available to COUNTY for its inspection and use during the term of this Agreement, all Documents and Materials, as defined in Paragraph 9 of this Agreement. CONTRACTOR’s obligations under the preceding sentence shall continue for four

  • Background Technology List here prior contracts to assign Inventions that are now in existence between any other person or entity and you. [ ] List here previous Inventions which you desire to have specifically excluded from the operation of this Agreement. Continue on reverse side if necessary.

  • Tests and Preclinical and Clinical Trials The studies, tests and preclinical and clinical trials conducted by or, to the Company’s knowledge, on behalf of the Company were and, if still ongoing, are being conducted in all material respects in accordance with experimental protocols, procedures and controls pursuant to accepted professional scientific standards and all Authorizations and Applicable Laws, including, without limitation, the Federal Food, Drug and Cosmetic Act and the rules and regulations promulgated thereunder (collectively, “FFDCA”); the descriptions of the results of such studies, tests and trials contained in the Registration Statement, the General Disclosure Package and the Prospectus are, to the Company’s knowledge, accurate in all material respects and fairly present the data derived from such studies, tests and trials; except to the extent disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company is not aware of any studies, tests or trials, the results of which the Company believes reasonably call into question the study, test, or trial results described or referred to in the Registration Statement, the General Disclosure Package and the Prospectus when viewed in the context in which such results are described and the clinical state of development; and, except to the extent disclosed in the Registration Statement, the General Disclosure Package or the Prospectus, neither the Company nor any Subsidiary has received any notices or correspondence from the FDA or any Governmental Entity requiring the termination or suspension of any studies, tests or preclinical or clinical trials conducted by or on behalf of the Company, other than ordinary course communications with respect to modifications in connection with the design and implementation of such trials, copies of which communications have been made available to you.

  • Background Intellectual Property ‌ Notwithstanding and superseding anything to the contrary in this ARTICLE 14, each Party retains title to all Intellectual Property Rights owned or possessed by it or any of its affiliates prior to or independent of performance of this Agreement and used by it in fulfilling its obligations under this Agreement, as well as any modifications or improvements made thereto in the course of performing this Agreement (“Background IP”). To the extent that one Party acquires any right, title, or interest in and to any aspect of the modifications or improvements to the Background IP of the other Party, such first Party shall assign such right, title, and interest to the second Party, immediately following such acquisition. If any of the Supplier’s Background IP is included in or required to use the Documentation provided by the Supplier to the City, the Supplier hereby grants to the City an irrevocable, perpetual, fully paid-up, royalty-free, worldwide, transferable and non-exclusive licence (including the right to sub-licence only to members of the City’s Group) to, itself and through contractors and agents, use, copy, amend, reproduce, modify, create derivative works of, use, commercialize, and otherwise exploit the Supplier’s Background IP but only to the extent required to use such Documentation for the purpose (or any reasonably inferred purpose) for which it has been provided or for the provision of the Supply under this Agreement (excluding any software source code).

  • Confidentiality Intellectual Property The Executive agrees that during the Executive’s employment with the Company, whether or not under this Agreement, and at all times thereafter:

  • Access to Properties and Records; Confidentiality (a) Raritan and the Bank shall permit United and its agents and representatives, including, without limitation, officers, directors, employees, attorneys, accountants and financial advisors (collectively, "Representatives"), and United and UNB shall permit Raritan and its Representatives, reasonable access to their respective properties, and shall disclose and make available to United and its Representatives or Raritan and its Representatives as the case may be, all books, papers and records relating to their respective assets, stock ownership, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors' and stockholders' meetings, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, independent auditors' work papers (subject to the receipt by such auditors of a standard access representation letter), litigation files, plans affecting employees, and any other business activities or prospects in which United and its Representatives or Raritan and its Representatives may have a reasonable interest. Neither party shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of any customer or would contravene any law, rule, regulation, order or judgment or, in the case of a document which is subject to an attorney client privilege, would compromise the right of the disclosing party to claim that privilege. The parties will use all reasonable efforts to obtain waivers of any such restriction (other than the attorney client privilege) and in any event make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Raritan acknowledges that United may be involved in discussions concerning other potential acquisitions and United shall not be obligated to disclose such information to Raritan except as such information is publicly disclosed by United.

  • Financial and Business Sophistication It has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the prospective investment in the Subordinated Notes. It has relied solely upon its own knowledge of, and/or the advice of its own legal, financial or other advisors with regard to, the legal, financial, tax and other considerations involved in deciding to invest in the Subordinated Notes.

  • Background IP Each Party will own all right, title and interest in its Background IP.

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