Foundation Rights Sample Clauses

Foundation Rights. Notwithstanding any other provision of this Agreement to the contrary, the Parties acknowledge and agree that any and all Foundation Rights that have accrued or become effective prior to any expiration of this Agreement pursuant to clause (a) of Section 9.1 (Term) or the effective date of any termination of this Agreement prior to its expiration pursuant to clause (b) of Section 9.1 (Term) shall survive such expiration or termination of this Agreement and remain in full force and effect in accordance with the terms of the Grant Documents. Adimab further acknowledges and agrees that, to the extent that (i) the RSV Antibody Patents are assigned back to Adimab, (ii) the Evaluation Term Patents (if any) are assigned to Adimab, (iii) Evaluation Term Data and Sequence information for Arsanis Derived Antibodies created during the Evaluation Term are disclosed to Adimab, and/or (iv) any Blocking Arsanis Patents, Other Arsanis Patents or Arsanis Know-How are licensed to Adimab, the foregoing shall remain subject to the Foundation Rights to the same extent as they were immediately prior to such expiration or termination, and Adimab shall be bound by the Global Access Commitment with respect thereto.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Foundation Rights. Although this Agreement contains specific provisions about the relationship between CWA and the Foundation, the Foundation still retains the right to run its business and to make the decisions regarding the management, operation, and programming of the Foundation and its affiliated radio and television stations. While this is not an exhaustive list, the Foundation continues to have the right to, except as otherwise specifically limited by this Agreement: manage and control its business and to direct the work force; to determine the methods, processes and schedules of work; to hire, assign, transfer or lay off Employees; to discipline, suspend and discharge; to establish reasonable rules and regulations for the conduct of Employees and to provide for their enforcement; to introduce new equipment and technologies; to control and regulate the use of equipment and other property; to determine when work is required and the number of Employees to perform the work; to have bargaining unit work performed by supervisors, managers and other employees outside the bargaining unit; to increase or decrease operations in whole or in part; to relocate or discontinue its operations, in whole or in part; and to sell or otherwise dispose of its business, in whole or in part. This Agreement only applies to the Foundation’s businesses that existed as of March 15, 2011 and shall not apply to any newly acquired or newly created operation or business. Any claim that a newly acquired or newly created operation or business is covered by Article I of this Agreement shall not be subject to arbitration, but will be subject to determination pursuant to the National Labor Relations Act. Except as limited by the specific terms of this Agreement, the exercise by the Foundation of any Foundation Rights can’t be challenged through the dispute resolution process. If there is a question as to whether an action taken by the Foundation was covered by this provision, that question would be subject to the dispute resolution process. In addition, except as otherwise specifically limited by this Agreement, the Foundation can contract out any work to another employer (including a co-producer or independent producer) or independent contractor or acquire programs or segments, whether or not financed or commissioned, or other work from any source. When the Foundation introduces new equipment and technologies, it shall provide training to bargaining unit Employees who will be expected to utilize the new...
Sample 1

Related to Foundation Rights

  • Retention Rights This Agreement and the grant evidenced by this Agreement do not give you the right to be retained by the Company or any Affiliate in any capacity. Unless otherwise specified in an employment or other written agreement between the Company or any Affiliate and you, the Company or any Affiliate reserves the right to terminate your Service at any time and for any reason. Stockholder Rights You, or your estate or heirs, have no rights as a stockholder of the Company until the shares of Stock have been issued upon exercise of your Option and either a certificate evidencing your shares of Stock have been issued or an appropriate entry has been made on the Company’s books. No adjustments are made for dividends, distributions or other rights if the applicable record date occurs before your certificate is issued (or an appropriate book entry is made), except as described in the Plan. Your Option will be subject to the terms of any applicable agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity. Clawback This Option is subject to mandatory repayment by you to the Company to the extent you are or in the future become subject to any Company “clawback” or recoupment policy that requires the repayment by you to the Company of compensation paid by the Company to you in the event that you fail to comply with, or violate, the terms or requirements of such policy. If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws and you knowingly engaged in the misconduct, were grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct or were grossly negligent in failing to prevent the misconduct, you will reimburse the Company the amount of any payment in settlement of this Option earned or accrued during the 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurred) of the financial document that contained such material noncompliance. Applicable Law This Agreement will be interpreted and enforced under the laws of the State of Delaware, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The Plan The text of the Plan is incorporated into the Agreement by reference. Certain capitalized terms used in the Agreement are defined in the Plan, and have the meaning set forth in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this Option. Any prior agreements, commitments or negotiations concerning this grant are superseded; except that any written employment, consulting, confidentiality, non-solicitation and/or severance agreement between you and the Company or any Affiliate will supersede this Agreement with respect to its subject matter. Data Privacy To administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to, information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as your contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting this grant, you give explicit consent to the Company to process any such personal data. Tax Consequences The Option is intended to be exempt from, or to comply with, Code Section 409A to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement will be interpreted and administered to be in compliance with Code Section 409A. Notwithstanding anything to the contrary in the Plan or this Agreement, neither the Company, its Affiliates, the Board nor the Committee will have any obligation to take any action to prevent the assessment of any excise tax or penalty on you under Code Section 409A and neither the Company, its Affiliates, the Board nor the Committee will have any liability to you for such tax or penalty. By signing the Agreement, you agree to all of the terms and conditions described above and in the Plan.

  • Option Rights Except as provided below, the Option shall be valid for a term commencing on the Grant Date and ending 10 years after the Grant Date (the "EXPIRATION DATE").

  • Termination Rights This Agreement may be terminated at any time prior to the Closing:

  • Visitation Rights At any reasonable time and from time to time, permit the Agent or any of the Lenders or any agents or representatives thereof, to examine and make copies of and abstracts from the records and books of account of, and visit the properties of, the Borrower and any of its Significant Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and any of its Significant Subsidiaries with any of their officers or directors and with their independent certified public accountants.

  • Contribution Rights In order to provide for just and equitable contribution under the Act in any case in which: (i) any person entitled to indemnification under this Section 5 makes a claim for indemnification pursuant hereto but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 5 provides for indemnification in such case; or (ii) contribution under the Act, the Exchange Act or otherwise may be required on the part of any such person in circumstances for which indemnification is provided under this Section 5, then, and in each such case, the Company and the Underwriters shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by said indemnity agreement incurred by the Company and the Underwriters, as incurred, in such proportions that the Underwriters are responsible for that portion represented by the percentage that the underwriting discount appearing on the cover page of the Prospectus bears to the initial offering price appearing thereon and the Company is responsible for the balance; provided, that, no person guilty of a fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Notwithstanding the provisions of this Section 5.3.1, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Public Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay in respect of such losses, liabilities, claims, damages and expenses. For purposes of this Section, each director, officer and employee of an Underwriter or the Company, as applicable, and each person, if any, who controls an Underwriter or the Company, as applicable, within the meaning of Section 15 of the Act shall have the same rights to contribution as the Underwriters or the Company, as applicable.

  • Inspection Rights Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.10 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year and only one (1) such time shall be at the Borrower’s expense; provided, further, that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or (iii) is subject to attorney-client or similar privilege or constitutes attorney work-product.

  • Option Right Landlord hereby grants to the originally named Tenant herein (“Original Tenant”), and its “Permitted Assignees”, as that term is defined in Section 14.8, below, one (1) option to extend the Lease Term for a period of five (5) years (the “Option Term”), which option shall be irrevocably exercised only by written notice delivered by Tenant to Landlord not more than eighteen (18) months nor less than nine (9) months prior to the expiration of the initial Lease Term, provided that the following conditions (the “Option Conditions”) are satisfied: (i) as of the date of delivery of such notice, Tenant is not in default under this Lease, after the expiration of any applicable notice and cure period; (ii) as of the end of the Lease Term, Tenant is not in default under this Lease, after the expiration of any applicable notice and cure period; (iii) Tenant has not previously been in default under this Lease, after the expiration of any applicable notice and cure period, more than twice; and (iv) the Lease then remains in full force and effect and Original Tenant or a Permitted Assignee occupies the majority of the Premises at the time the option to extend is exercised and as of the commencement of the Option Term. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Term, as it applies to the Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, and may be exercised by Original Tenant or such Permitted Assignees (and not by any assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease, of Tenant’s interest in this Lease).

  • Expansion Rights RIDER No. 3 attached to and made a part of the Lease dated March 21, 2003, between FIRST INDUSTRIAL, L.P., as Landlord, and THE WORNICK COMPANY, as Tenant, for Premises located at 4732, 4744 and 0000 Xxxxx Xxxx, Xxxxxxxxxx, Ohio. During such time as this Lease is in effect and provided that Tenant is not in default under this Lease (and no event has occurred with the passage of time or the giving of notice, or both, would constitute a default under this Lease), Tenant shall have the right to lease the immediately adjacent approximately 12,696-25,392 square feet of the Building, as labeled “Expansion Premises” on attached Exhibit A-2 (referred to in this Rider as the “Adjacent Space”), on the terms set forth in this Rider. If an event has occurred that with the passage of time or the giving of notice, or both, would constitute an uncured default under this Lease and Tenant has exercised its expansion option under the terms of this Rider No. 3, Landlord, in its sole discretion, shall have the right to declare such exercise voidable if such event ripens into an uncured default. Tenant’s rights under this Rider are subordinate to any leases of the Adjacent Space (including any rights of first offer and other expansion rights) and options to renew or extend the lease term or any purchase options or agreements concerning the Building or Property that Landlord has entered into as of the Date of Lease. This limited right to expand space shall operate as follows: (i) if and when Landlord receives a bona fide third-party written offer to lease all or any part of the Adjacent Space on terms and conditions that Landlord has determined it is prepared to accept, Landlord shall, prior to accepting such offer, notify Tenant in writing of such offer, together with a statement of the terms and conditions of such offer; (ii) Tenant shall have five (5) days from receipt of Landlord’s notice in which to deliver to Landlord Tenant’s written, unconditional election and agreement to lease the entire Adjacent Space (x) at a base rental rate equal to the base rental rate set forth in the third-party offer; (y) for a term equal to the longer of the then remaining term under this Lease or the term set forth in the third party offer, and (z) otherwise on all the same terms and conditions of this Lease; (iii) if Tenant duly delivers its written, unconditional election and agreement to lease the Adjacent Space, then effective on the first day of the first calendar month immediately following delivery by Tenant of its agreement to lease: (a) the Adjacent Space will be deemed to be added to and become a part of the Premises for all purposes under this Lease (and the term “Premises” shall be redefined to include the Adjacent Space); (b) Tenant’s Proportionate Share shall increase to reflect the addition of the entire Adjacent Space to the Premises; (c) Base Rent for the Adjacent Space (which shall be in addition to the Base Rent due under this Lease for the then existing Premises) shall be due from Tenant at the rate established by clause (ii)(x) above; and (d) Tenant will not be entitled to any allowance or other incentive or abatement with regard to the Adjacent Space and will accept the Adjacent Space in its as-is condition, without representation or warranty, and without any improvements, installations or other work items to be performed by Landlord except those that would have been available to the third-party who made the bona fide third-party written offer, which the Tenant is matching. Tenant shall promptly upon request of Landlord execute and deliver to Landlord an amendment to this Lease consistent with the foregoing and otherwise containing such provisions as are, in Landlord’s reasonable judgment, necessary to evidence this expansion of Tenant’s occupancy of the Building, with the execution and delivery by Tenant of such Lease amendment constituting a condition precedent to Tenant’s right to occupy the Adjacent Space as contemplated by this Rider (but not as a condition precedent to commencement of the lease term (and Tenant’s resulting Rent payment and other obligations) for the Adjacent Space). RIDER NO. 4 Renewal Option RIDER No. 4 attached to and made a part of the Lease dated March 21, 2003, between FIRST INDUSTRIAL, L.P., as Landlord, and THE WORNICK COMPANY, as Tenant, for Premises located at 4732, 4744 and 0000 Xxxxx Xxxx, Xxxxxxxxxx, Xxxx. Provided that this Lease is in full force and effect and Tenant is not in default of its obligations hereunder (beyond any applicable notice or cure period) at the time the Renewal Option (defined below) is exercised and at the commencement of the Renewal Term (defined below), Landlord hereby grants to Tenant the option to extend the initial Term of this Lease (“Renewal Option”) for one (1) additional period of two (2) years (the “Renewal Term”), upon the same terms and conditions as are contained in this Lease, except as provided below. Landlord shall have no obligation to make any improvements, decorations, repairs, alterations or additions to the Premises as a condition to Tenant’s obligation to pay Rent for the Renewal Term. The Renewal Option granted herein shall be exercised, if at all, by written notice (the “Renewal Notice”) to Landlord given not later than 270 days prior to the Expiration Date. In the event that Tenant fails to deliver the Renewal Notice on a timely basis, Tenant shall have no further right to extend the Term. Base Rent payable for the Premises during the Renewal Term shall be in an amount equal to one hundred five percent (105%) of the amount of the Base Rent payable for the Premises during the period immediately prior to the commencement of the Renewal Term. EXHIBIT A-1 CREEK ROAD BUSINESS CENTER Situate in Section 00, Xxxx 0, Xxxxxx Xxxxx 0, Xxxxxxxx Xxxxxxxx, Xxxx of Blue Ash, Xxxxxxxx County, Ohio and being more particularly described as follows: Beginning at the intersection of the centerlines of Creek Road and Kenwood Road, the centerline of Kenwood Road also being the east line of Section 17; Thence along said centerline of Creek Road, North 81°15’40” West, 1072.48 feet to a point; Thence North 08°44’20” East, 30.00 feet to a point in the northerly right-of-way line of Creek Road and the real point of beginning for this description; Thence from said REAL POINT OF BEGINNING, North 08°44’20” East, 667.28 feet to a point; Thence South 81°15’40” East, 970.64 feet to a point in the westerly right-of-way line of Kenwood Road; Thence along said westerly line of Kenwood Road, South 03°4l’00” West, 653.50 feet to a point; Thence along an arc deflecting to the right, having a radius of 15.00 feet, a distance of 24.89 feet, the chord of said arc bears South 51°12’40” West 22.13 feet to a point in the aforesaid northerly right-of-way of Creek Road; Thence along said northerly line of Creek Road, North 81°15’40” West, 1013.28 feet to the real point of beginning.

  • Information Rights So long as the Holder holds this Warrant and/or any of the Shares, the Company shall deliver to the Holder (a) promptly after mailing, copies of all notices or other written communications to the shareholders of the Company, (b) within ninety (90) days after the end of each fiscal year of the Company, the annual audited financial statements of the Company certified by independent public accountants of recognized standing and (c) within forty-five (45) days after the end of each of the first three quarters of each fiscal year, the Company's quarterly, unaudited financial statements.

  • No Retention Rights Nothing in this Agreement shall confer upon the Executive any right to continue in service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company or any subsidiary of the Company or of the Executive, which rights are hereby expressly reserved by each, to terminate his or her service at any time and for any reason, with or without Cause.

Time is Money Join Law Insider Premium to draft better contracts faster.