Further Promises Clause Samples

Further Promises. You agree to comply with the non-solicitation and all other applicable provisions in the Notice and Non-Solicitation Agreement dated as of February 3, 2010 (the “Notice and Non-Solicitation Agreement”). Nothing in this Agreement supersedes or in any way modifies your obligations under or any of the terms of the Notice and Non-Solicitation Agreement. In the event you breach or threaten to breach any of the provisions contained in any confidentiality, non-disclosure, non-disparagement or non-solicitation provisions in this Agreement, you acknowledge that such breach or threatened breach shall cause irreparable harm to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, entitling ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, at its option, to seek immediate injunctive relief from a court of competent jurisdiction, without waiver of any other rights or remedies from a court of law or equity. You acknowledge that this Agreement has been executed voluntarily by you. You are urged to and acknowledge that you have had the opportunity to obtain the advice of any attorney or other representative of your choice, unrelated to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, prior to executing this Agreement. Further, you acknowledge that you have a full understanding of the terms of this Agreement which may not be changed or altered except by a writing signed by both ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and you. You agree and acknowledge that: (i) you have been given the Twenty-One Day Period to consider executing this Agreement and seven (7) days from the date of your execution of this Agreement within which to revoke it (the seven (7) day period defined as the “Agreement Revocation Period”) and (ii) you had sufficient time in which to consider and understand the Agreement, and to consult with your attorney or other representative of your choice prior to executing the Agreement. If you execute the Agreement prior to the end of the Twenty-One Day Period that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ has provided for you, you agree and acknowledge that: (i) your execution was a knowing and voluntary waiver of your right to consider this Agreement for the full Twenty-One days;
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Further Promises. In addition, you agree to cooperate with and assist MSCI in connection with any investigation, regulatory matter, lawsuit or arbitration in which MSCI is a subject, target or party and as to which you may have pertinent information. You agree to make yourself reasonably available for preparation for hearings, proceedings or litigation and for attendance at any pre-trial discovery and trial sessions. MSCI agrees to make every reasonable effort to provide you with reasonable notice in the event your participation is required. MSCI also agrees to reimburse reasonable out-of-pocket costs incurred by you as the direct result of your participation, provided that such out-of-pocket costs are supported by appropriate documentation and have prior authorization of MSCI. You further agree to perform all acts and execute any and all documents that may be necessary to carry out the provisions of this paragraph, to the extent that any such request by MSCI is reasonable and you are reasonably able to so perform and execute.
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Further Promises. In addition, you agree to cooperate with and assist MSCI in connection with any investigation, regulatory matter, lawsuit or arbitration in which MSCI is a subject, target or party and as to which you may have pertinent information. You agree to make yourself available for preparation for hearings, proceedings or litigation and for attendance at any pre-trial discovery and trial sessions. The Company agrees to make every reasonable effort to provide you with reasonable notice in the event your participation is required and the Company agrees to reasonably attempt to schedule any required cooperation at times so that such cooperation does not unreasonably interfere with any of your professional or personal commitments of which you have informed the Company. The Company agrees to reimburse reasonable out-of-pocket costs incurred by you as the direct result of your participation, provided that such out-of-pocket costs are supported by appropriate documentation and have prior authorization of the Company. You further agree to perform all acts and execute any and all documents that may be necessary to carry out the provisions of this paragraph.
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Further Promises. Except as otherwise provided herein, you agree to comply with the applicable provisions contained in your Notice and Non-Solicitation Agreement and nothing in this Agreement supersedes or in any way modifies your obligations thereunder.
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Further Promises. In addition, you agree to cooperate with and assist MSCI in connection with any investigation, regulatory matter, lawsuit or arbitration in which MSCI is a subject, target or party and as to which you may have pertinent information. You agree to make yourself available for preparation for hearings, proceedings or litigation and for attendance at any pre-trial discovery and trial sessions. MSCI agrees to make every reasonable effort to provide you with reasonable notice in the event your participation is required and to take into account your other business and personal obligations. MSCI agrees to reimburse reasonable out-of-pocket costs incurred by you as the direct result of your participation (including reasonable legal fees if necessary), provided that such out-of-pocket costs are supported by appropriate documentation and have prior authorization of MSCI, which authorization will not be unreasonably withheld. You further agree to perform all acts and execute any and all documents that may be necessary to carry out the provisions of this paragraph. You also agree that for 180 days after the termination of your employment, you will not, directly or indirectly, in any capacity (including through any person, corporation, partnership or other business entity of any kind) (i) hire or solicit, recruit, induce, entice, influence, or encourage any MSCI employee to leave MSCI or become hired or engaged by another firm or (ii) solicit, approach or entice away or cause to be solicited, approached or enticed away from MSCI any person or entity who is (or was within the 12 months prior to termination of your employment) a customer of MSCI. The restrictions in clause (i) of this paragraph shall apply only to employees with whom you worked or had professional or business contact, or who worked in or with your business unit, during the period of 180 days preceding the date of the notice of the termination of your employment. In the event you breach or threaten to breach any of the provisions contained in any confidentiality, non-disclosure, non-disparagement or non-solicitation provisions in this Agreement, you acknowledge that such breach or threatened breach shall cause irreparable harm to MSCI, entitling MSCI, at its option, to seek immediate injunctive relief from a court of competent jurisdiction, without waiver of any other rights or remedies available in a court of law or equity. Furthermore, independent of any legal or equitable remedies that MSCI may have and ...
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Further Promises. WFBW and Customer hereby promise the following: a. Customer will immediately notify WFBW of any disputes between Account Debtor and Customer or the return of any product by Account Debtor to Customer. b. Customer will repurchase any Account subject to an Account Debtor Dispute of any kind whatsoever or as required herein. c. WFBW may settle any dispute regarding an Account with an Account Debtor. Such settlement does not relieve Customer of final and full responsibility for such Accounts. d. If Customer does not fully settle the dispute with immediacy, the Customer shall repurchase the disputed account from WFBW for the Repurchase Price. WFBW need not tender any invoice or document, besides the statement ascribed in 6(j) below, for such repurchase. e. Customer shall not breach any warranties or promises in this Agreement with regard to the unpaid Account or Account Debtor from whom payment on the Account is due. f. Customer shall not intentionally contribute to, or aggravate any Credit Problem of an Account Debtor. g. Customer and Account Debtor shall not be involved in a dispute of any kind, regardless of validity during any time period covered by this Agreement. h. Account Debtor shall not assert a claim or loss or offset of any kind against Customer or WFBW during any time period covered by this Agreement. i. If documents submitted by Customer to WFBW for the purchase of an Account are mistaken, fraudulent, incorrect and/or erroneous, or if the Customer fails to submit any document required by WFBW under this Agreement for the purchase of that Account, then said Account may be deemed an Account Debtor Dispute and the Customer shall repurchase said Account and pay the Repurchase Price as stated herein. j. WFBW shall identify in writing all repurchases and provide to Customer a written statement of the Accounts subject to repurchase. The Customer shall pay the Repurchase Price for such Accounts within 10 days of the date of the written statement. k. Upon the occurrence of any Account Debtor Dispute, Customer shall immediately pay to WFBW the Repurchase Price for any and all Accounts so disputed.
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Further Promises 
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Related to Further Promises

  • Further Negotiations In case where a Party offers, after the entry into force of this Agreement, to non-Party additional advantages with regard to its government procurement market access coverage agreed under this Chapter, it shall agree, upon request of the other Party, to enter into negotiations with a view to extending coverage under this Chapter on a reciprocal basis.

  • Further Provisions The respective Order Form, including the Services Description it references to, this Agreement and its Exhibits, constitute the entire agreement between the Parties with respect to the subject matter hereof. There are no agreements, representations, warranties, promises, covenants, commitments, or undertakings other than those expressly set forth herein. This Agreement supersedes all prior agreements, proposals or representations, written or oral, concerning its subject matter. In the event of a conflict between this Agreement and one or more of the documents attached hereto or referenced herein, the documents shall be construed consistently, insofar as reasonably practicable, but to the extent of any inconsistency, they shall be controlling in the following order: (1) the Order Form, (2) Services Description, (3) this Agreement, and (4) its Exhibits. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.

  • Further Representations Each party to this Agreement acknowledges and represents that it has been represented by its own legal counsel in connection with the transactions contemplated by this Agreement, with the opportunity to seek advice as to its legal rights from such counsel. Each party further represents that it is being independently advised as to the tax consequences of the transactions contemplated by this Agreement and is not relying on any representation or statements made by the other party as to such tax consequences.

  • Further Actions Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof.

  • Further Protection The Pledgor will promptly give notice to the Secured Party of, and defend against, any suit, action, proceeding or lien that involves Posted Credit Support Transferred by the Pledgor or that could adversely affect the security interest and lien granted by it under Paragraph 2, unless that suit, action, proceeding or lien results from the exercise of the Secured Party’s rights under Paragraph 6(c).