Assessment Rights Sample Clauses

Assessment Rights. Upon thirty (30) days’ prior notice to the other Party, each Party or its representatives may perform physical and electronic reviews of security, information technology operations and business continuity control environments to evaluate and monitor the other Party’s protection of the confidentiality, integrity and availability of Covered Information of such other Party. Each Party shall employ such reasonable procedures and methods as are necessary and appropriate in the circumstances, minimizing interference to the normal business operations of the Party being reviewed to the extent practicable and provided that no assessments shall take place during any Blackout Period. For the purposes of the foregoing sentence, Blackout Period with respect to the NMG Companies shall mean the period of [***] of each calendar year and any other dates and periods, not to exceed 20 business days in the aggregate, as the NMG Companies shall specify in advance of each calendar year in writing. Each Party shall make available a resource of sufficient seniority and expertise to work with the other Party in connection with assessments hereunder, and such personnel shall use commercially reasonable efforts to respond to the other Party’s questions regarding compliance with the terms of this Schedule and the Agreement. Each Party shall develop, implement, and maintain, at its own expense, commercially reasonable mitigation strategies to address issues identified as a result of these reviews. Prior to the commencement of any assessment pursuant to this Section 1(c), the Party performing such assessment shall inform the other Party in writing of the reasonable protocol for conducting such assessment and of the scope of such assessment, which protocol and scope shall be subject to the approval of the other Party (not to be unreasonably withheld, conditioned or delayed).
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Related to Assessment Rights

  • Settlement Rights The Controlling Party shall have the sole right to contest, litigate, compromise and settle any Tax Contest without obtaining the prior consent of the Non-Controlling Party, provided, however, that the Controlling Party shall not settle any Tax Contest with respect to which the Non-Controlling Party may reasonably be expected to become liable to make any indemnification payment to the Controlling Party under this Agreement without the Non-Controlling Party’s prior written consent (which consent may not be unreasonably withheld, conditioned, or delayed). Unless waived by the Parties in writing, in connection with any potential adjustment in a Tax Contest as a result of which adjustment the Non-Controlling Party may reasonably be expected to become liable to make any indemnification payment to the Controlling Party under this Agreement: (A) the Controlling Party shall keep the Non-Controlling Party informed in a timely manner of all actions taken or proposed to be taken by the Controlling Party with respect to such potential adjustment in such Tax Contest; (B) the Controlling Party shall timely provide the Non-Controlling Party copies of any written materials relating to such potential adjustment in such Tax Contest received from any Tax Authority; (C) the Controlling Party shall timely provide the Non-Controlling Party with copies of any correspondence or filings submitted to any Tax Authority or judicial authority in connection with such potential adjustment in such Tax Contest; (D) the Controlling Party shall consult with the Non-Controlling Party and offer the Non-Controlling Party a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such potential adjustment in such Tax Contest; and (E) the Controlling Party shall defend such Tax Contest diligently and in good faith. The failure of the Controlling Party to take any action specified in the preceding sentence with respect to the Non-Controlling Party shall not relieve the Non-Controlling Party of any liability and/or obligation which it may have to the Controlling Party under this Agreement except to the extent that the Non-Controlling Party was actually harmed by such failure, and in no event shall such failure relieve the Non-Controlling Party from any other liability or obligation which it may have to the Controlling Party. In the case of any Tax Contest described in this Section 9.2(b), “Controlling Party” means the Party entitled to control the Tax Contest under such section and “Non-Controlling Party” means the other Party.

  • Development Rights The Employee agrees and declares that all proprietary information including but not limited to trade secrets, know-how, patents and other rights in connection therewith developed by or with the contribution of Employee's efforts during his employment with the Company shall be the sole property of the Company. Upon the Company's request (whenever made), Employee shall execute and assign to the Company all the rights in the proprietary information.

  • Management Rights 3.01 The Union acknowledges that all management rights and prerogatives are vested exclusively with the Employer and without limiting the generality of the foregoing; it is the exclusive function of the Employer:

  • ADJUSTMENT RIGHTS The purchase price per share and the number of shares of Preferred Stock purchasable hereunder are subject to adjustment, as follows:

  • Consent Rights Whenever the Subordinate Loan Documents give Subordinate Lender approval or consent rights with respect to any matter, and a right of approval or consent for the same or substantially the same matter is also granted to Senior Lender or Funding Lender pursuant to the Senior Loan Documents or otherwise, Senior Lender’s or Funding Lender’s approval or consent or failure to approve or consent will be binding on Subordinate Lender. None of the other provisions of Section 7 are intended to be in any way in limitation of the provisions of this Section 7(f).

  • 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).

  • Enforcement Rights (a) At any time following the occurrence of a Termination Event:

  • Appurtenant Rights (a) The Tenant shall have, as appurtenant to the Premises, the nonexclusive right to use in common with others, subject to the Rules and Regulations (as defined in Section 6.3): (i) the entry, vestibules, main lobby and common locker room/shower room on the first level of the Building, the common stairways, elevators, sprinkler rooms, mechanical rooms, electric and telephone closets, and the pipes, sprinklers, ducts, conduits, wires and appurtenant fixtures and equipment serving the Premises in common with others, (ii) common walkways and driveways situated upon the Land that are necessary or reasonably convenient for access to the Building, (iii) access to, and use of in common with other tenants of, loading and receiving areas and freight elevators, and electrical and telephone closets, all subject to Rules and Regulations then in effect and (iv) if the Premises at any time includes less than the entire rentable floor area of any floor, the common corridors, vestibules, elevator lobby, lavatories, and freight elevator vestibule located on such floor (collectively, the “Common Areas”). Without limiting the foregoing, Tenant shall have as appurtenant to the Premises, (A) the right to use a portion of the first floor to house Tenant’s acid neutralization system (which shall be operated and maintained by Tenant), together with access thereto from the common hallway, (B) use of the central vacuum system and compressed air system in common with other tenants entitled thereto, together with access to such systems, and (C) the right to use Tenant’s Share of the Building’s solvent storage capacity of 480 gallons and access to the control areas therefor as more fully provided in Section 12.16 hereof. Tenant shall have 24-hour, seven (7) days per week access to the Premises, the space where Tenant’s acid neutralization system is located, the common central vacuum and compressed air systems, control areas for solvent storage, freight loading docks and freight elevators, and the dumpster and/or compactor provided by Landlord in the refuse disposal area, subject to the provisions of this Lease and interruption for External Causes, casualty and condemnation.

  • Employment Rights Nothing expressed or implied in this Agreement will create any right or duty on the part of the Company or the Executive to have the Executive remain in the employment of the Company or any Subsidiary prior to or following any Change in Control.

  • Government Rights This Agreement is subject to Title 35 Sections 200-204 of the United States Code. Among other things, these provisions provide the United States Government with nonexclusive rights in the Licensed Patent. They also impose the obligation that Licensed Product sold or produced in the United States be “manufactured substantially in the United States.” ***** will ensure all obligations of these provisions are met.

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