Recitations The above recitations are true and correct and are incorporated herein by this reference.
PRELIMINARY RECITALS A. Executive’s employment with the Company has terminated.
Topic Description Licensee Responsibilities Licensee must: Take appropriate steps to ensure the security, integrity, and confidentiality of Confidential Information and must comply with all relevant applicable laws and regulations, including laws protecting borrower privacy. Not disclose Confidential Information to third parties, without Xxxxxx Mae’s prior written approval, except on a need‐to‐know basis to Licensee’s partners, Topic Description affiliates, officers, employees, directors, contractors, counsels, agents or representatives, provided they are subject to confidentiality obligations at least as stringent as those set forth in this Section A3. Not use Confidential Information in any way that could be viewed as a conflict of interest, a breach of confidentiality or privacy, or the gaining of an unfair advantage from the relationship with Xxxxxx Xxx. Implement commercially reasonable measures meeting or exceeding industry standards to ensure the security, integrity, and confidentiality of Confidential Information, including using industry‐standard encryption for data in transit and virus checking programs designed to prevent the transmission and receipt of viruses and other malicious code, implementing appropriate disaster recovery and back‐up procedures, implementing appropriate procedures to prevent disclosure of data and other materials to a party other than the intended recipient, and employing methods for securely disposing or destroying such information. These measures must meet, at least, the same level of protection that the Receiving Party seeks for its own information of a similar nature. Licensee must collaborate with Xxxxxx Mae in assessing the sufficiency of these measures and Licensee’s information security program, upon reasonable request. Instruct its Related Parties who may receive Confidential Information about the requirements of this Section A3, and the processes and procedures necessary to comply with them. Comply with all reasonable security policies and procedures required by Xxxxxx Xxx related to the access and use of Xxxxxx Mae’s systems or any Licensed Materials. Not transmit to Xxxxxx Mae’s systems any materials that contain bugs, viruses, worms or other functions, routines, devices or instructions which may create any unauthorized access or damage to, or interruption in the functioning of, the Licensed Application or Xxxxxx Mae’s systems. Restrictive Legends Licensee must abide by and reproduce and include any restrictive legend or proprietary rights notice that appears in or on any Confidential Information of Xxxxxx Xxx or any Third‐Party Licensor (or other third‐party owner) that it is authorized to reproduce. Licensee also agrees that it will not remove, alter, cover or distort any trademark, trade name, copyright or other proprietary rights notices, legends, symbols or labels appearing on or in any Confidential Information of Xxxxxx Mae or any Third‐Party Licensor (or other third‐party owner). Required Actions in Case of Data Breach Licensee must address any Data Breach with prompt and effective corrective action, including cooperation with Xxxxxx Xxx in the investigation and remediation of such Data Breach, as well as prompt disclosure and notification where legally required; and Licensee must promptly notify Xxxxxx Mae of any Data Breach in writing ‐‐ at xxxxxxx_xxxxxxxxxxxx@xxxxxxxxx.xxx ‐‐ and must take all steps reasonably requested by Xxxxxx Xxx to mitigate the consequences of such Data Breach.
Examples (i) The taxpayer has received a statutory notice of deficiency, under I.R.C. Sec. 6212, which entitles the taxpayer to seek Tax Court review of a proposed tax deficiency. This is not a delinquent tax because it is not a final tax liability. Should the taxpayer seek Tax Court review, this will not be a final tax liability until the taxpayer has exercised all judicial appeal rights.
Recitals and Exhibits The foregoing recitals and any attached exhibits are material to this Agreement and are incorporated into and made a part of this Agreement.
Schedules and Exhibits Incorporated The Schedules and Exhibits annexed hereto are hereby incorporated herein as a part of this Agreement with the same effect as if set forth in the body hereof.
Accuracy of Descriptions and Exhibits The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors” and “Material Tax Considerations,” and the information in the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2019, as amended, under the captions “Item 4. Information on the Company—B. Business Overview—Intellectual Property,” “Item 4. Information on the Company—B. Business Overview—Government Regulations and Funding,” “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources,” “Item 6. Directors, Senior Management and Employees—B. Compensation,” “Item 6. Directors, Senior Management and Employees—C. Board Practices,” “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions,” “Item 8. Financial Information —A. Financial Statements and Other Financial Information—Legal Proceedings,” “Item 10. Additional Information—B. Memorandum and Articles of Association—Description of Securities—Ordinary Shares,” and “Item 10. Additional Information—E. Taxation,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Documents or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required.
Brief Description Identification of the device: mirror, camera/monitor, other device 2/ Device for indirect vision of Class I, II, III, IV, V, VI, S 2/ Δ Symbol 2m as defined in paragraph 6.1.3.1.1. of this Regulation: yes/no 2/ Annex 3
Legal Description The real property is a: (check one) ☐ - Single-Family Home ☐ - Condominium ☐ - Planned Unit Development (PUD) ☐ - Duplex ☐ - Triplex ☐ - Fourplex ☐ - Other: . Street Address: . Tax Parcel Information: . Other Description: .
RECITAL Lender has agreed to make and Borrower has agreed to accept a loan in the original principal amount of $350,000,000.00 (the “Loan”). Lender is willing to make the Loan to Borrower upon the terms and subject to the conditions set forth in this Loan Agreement.