Without limiting the foregoing Sample Clauses

Without limiting the foregoing. Buyer shall at a minimum: (a) have qualified and experienced personnel with appropriate expertise in cybersecurity maintain Buyer’s Security Program, and have such personnel regularly monitor cyber intelligence feeds and security advisories applicable to Buyer’s Systems or Buyer’s industry; (b) promptly update or patch its Systems or implement other appropriate measures based on any reported Cyber Threats and in compliance with any security notifications or bulletins, whether publicly disclosed on Seller’s security notification webpage at xxxxx://xxx.xx.xxx/ww/en/work/support/cybersecurity/security-notifications.jsp or otherwise provided to Buyer; (c) regularly monitor its Systems for possible Cyber Threats; (d) regularly conduct vulnerability scanning, penetration testing, intrusion scanning, and other cybersecurity testing on its Systems; and (e) meet the recommendations of Seller’s Recommended Cybersecurity Best Practices, available at xxxxx://xxx.xx.xxx/us/en/download/document/7EN52-0390/, as may be updated by Seller from time to time, and then-current industry standards.

Without limiting the foregoing. Fund Services may rely upon the advice of the Fund or counsel to the Fund or Fund Services, and upon statements of accountants, brokers and other persons believed by Fund Services in good faith to be expert in the matters upon which they are

Without limiting the foregoing. (i) Each Lender and each Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall, to the extent it is legally entitled to do so and if not previously delivered, deliver to the Borrower and the Administrative Agent, on or prior to the date which is ten (10) Business Days after the Closing Date (or upon accepting an assignment of an interest herein), two duly signed, properly completed copies of either IRS Form W-8BEN, IRS Form W-8ECI or W-8IMY (and any applicable attachments thereto), or any successors thereto, relating to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrower or any other Loan Party pursuant to this Agreement or any other Loan Document or in the case of a Foreign Lender claiming such an exemption under Section 881(c) of the Code, IRS Form W-8BEN and a certificate that establishes in writing to the Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” as defined in Section 881(c)(3)(A) of the Code, (ii) a 10-percent stockholder within the meaning of Section 871(h)(3)(B) of the Code, or (iii) a controlled foreign corporation related to the Borrower within the meaning of Section 864(d) of the Code. Thereafter, each such Foreign Lender to the extent it is legally entitled to do so shall promptly submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of one or more of such forms or certificates (or such successor forms or certificates as shall be adopted from time to time by the relevant United States taxing authorities), in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a change in the most recent form, certificate or evidence previously delivered by it to the Borrower and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent or, in each case, promptly notify the Borrower and the Administrative Agent of its inability to do so. (ii) Each Lender and each Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “U.S. Lender”) shall, if not previously delivered, deliver to the Administrative Agent and the Borrower two duly signed, properly completed copies of IRS Form W-9 on or prior to the C...

Without limiting the foregoing. (a) No Inconsistent Plan or Intent (i) Each of Industrial Company and Shipbuilding Company represents and warrants that neither it nor any of its Affiliates has any plan or intent to take any action which is inconsistent with any factual statements or representations in the Ruling Request or in the Tax Opinion. Regardless of any change in circumstances, each of Industrial Company and Shipbuilding Company covenants and agrees that it will not take, and it will cause its Affiliates to refrain from taking, any such inconsistent action on or before the last day of the calendar year ending after the second anniversary of the Distribution Date other than as permitted in this Section 11. For purposes of applying this Section 11(a) to any such inconsistent action prior to the Effective Time, the members of the Tenneco Group shall be treated as Affiliates of Industrial Company.

Without limiting the foregoing. You acknowledge and agree that any unauthorized use of Our Confidential Information or C3 AI Materials will cause immediate and irreparable injury to Us and therefore money damages would be incalculable and insufficient, and We will be entitled, in addition to any other available remedies at law or in equity, to seek equitable relief, including immediate injunctive relief or specific performance or both, without bond and without necessity of showing actual monetary damages, with any competent court or enforcement agencies, including those in the United States and/or in the country in which You are domiciled. The prevailing party in any legal action related to this Agreement is entitled to recover its reasonable attorneys’ fees and costs from the non-prevailing party.

Without limiting the foregoing. (A) the Company Financial Statements include adequate provisions for all taxes, assessments, fees, penalties and governmental charges which have been or in the future may be assessed against the Company with respect to the period then ended and all periods prior thereto; and (B) on the date hereof, to its knowledge, the Company is not liable for any taxes, assessments, fees or governmental charges.

Without limiting the foregoing. 9.3.1 Company agrees that the Databases and all information contained therein and/or provided by AEC hereunder, including database layouts, schema, algorithms and linking and other program features, are and shall be treated as Confidential Information. Company agrees not to copy, disclose or otherwise make available the Databases, in any form, to any person for any purpose other than as necessary to permit Company's use of the Databases as authorized herein. Company shall include in copies or reproductions of the AMG Database the "AMG" logo and any other patent, copyright, trademark or proprietary notices contained in the original or as reasonably required by AEC. Company shall take all reasonable steps to safeguard the Databases against unauthorized disclosure. Company also agrees not to use the Databases except as authorized under this Agreement and, in particular, without limiting the foregoing, not to use such information to develop a product that would be competitive with the Databases. 9.3.2 AEC agrees that the UBL Properties and all information contained therein and/or provided by Company hereunder, including database layouts, schema, algorithms and linking and other program features, are and shall be treated as Confidential Information. AEC agrees not to copy, disclose or otherwise make available any UBL Properties, in any form, to any person for any purpose. AEC shall take all reasonable steps to safeguard the UBL Properties against unauthorized disclosure. AEC also agrees not to use the UBL Properties except for purposes of performing its services hereunder in connection with the Store and, in particular, without limiting the foregoing, not to use such information to develop a product that would be competitive with UBL.XXX.

Without limiting the foregoing. The (i) PeptiDream Background Technology, (ii) Licensed Technology, and (iii) PeptiDream Research Materials (unless and until associated with a Selected Conjugate) will be the Confidential Information of PeptiDream;

Without limiting the foregoing. (a) If any party fails to perform or violates any material obligation under Paragraph 6.1 of this Foundry Capacity Agreement or Paragraph 4.1 (c) of the Foundry Venture Agreement, upon thirty (30) days' written notice to the breaching party specifying such default (the "Default Notice"), any non-breaching party affected by such failure and/or violation may terminate this Foundry Capacity Agreement as to its responsibilities and obligations as between FabVen and that particular non-breaching party, without liability (subject to paragraphs 8.3 and 8.4 below), unless: (i) The breach specified in the Default Notice has been cured within the thirty (30) day period, or if the breach is disputed, the amount in dispute is placed in a reasonably secure third party escrow account pending resolution of the dispute; or (ii) The default reasonably requires more than (30) days to correct (specifically excluding any failure to pay money), and the defaulting party has begun substantial corrective action to remedy the default within such thirty (30) day period and diligently pursues such action, in which event, termination shall not be effective unless sixty (60) days has expired from the date of the defaulting party's receipt of the Default Notice without such corrective action being completed and the default remedied. (b) In the event of a breach of a material provision of this Foundry Capacity Agreement, each of the nonbreaching parties shall promptly provide in writing a detailed description of the breach to the extent it affects such party as well as any available information reasonably useful and/or necessary to enable a cure (the "Notice of Breach"). The breaching party shall meet with each such non-breaching party within seven (7) working days following receipt of this Notice of Breach, and shall submit a plan to cure the breach within twenty (20) days of receipt of such notice. The nonbreaching party will accept or reject the plan in writing (giving written reasons in the event of rejection) within five days of receipt, provided however that no rejection of such a plan will be determinative as to whether a cure has been effectuated.