During the second (2) and subsequent years of continuous service, annual sick leave with full salary will be granted for the purpose of obtaining necessary medical or dental treatment or because of accident, sickness, or disability for ninety (90) calendar days.
During the term of this Agreement, SEN shall, at its sole expense, fully disclose in the English language to EATON all Technical Information improvements and modifications, and patents in the Territory resulting from such improvements and modifications, which are developed by SEN relating to the Products, SEN hereby grants to EATON and its Affiliated and Related Companies during the term of this Agreement, a non-exclusive, royalty-free license to manufacture, have manufactured, use and sell the Products in any country of the world outside the Territory utilizing such Technical Information improvements and modifications developed by SEN, subject to SEN's exclusive right to use such improvements and modifications in the Territory. If any such Technical Information improvements and modifications developed by SEN during the term of this Agreement constitute patentable subject matter, SEN shall have the right, at its sole expense, to file patent applications and obtain patents therefor in its own name in any country of its choice; provided, however, that SEN, at its sole expense, shall furnish to EATON a copy of each such patent application immediately after filing such application. All such applications and patents resulting therefrom on Technical Information modifications and improvements of SEN shall be the property of SEN. SEN hereby grants to EATON, during the term of this Agreement, a non-exclusive, royalty-free license with the right to grant sublicenses to manufacture, have manufactured, use and sell the Products under such applications and patents resulting therefrom in all countries of the world outside the Territory.
During the term of this Agreement AIG will be the ultimate beneficial owner of all of the capital stock of A.
During the. Employment Period (as defined below), you shall devote your full business time and energy, attention, skills and ability to the performance of your duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the Company and its Affiliates (as defined below). Accordingly, you may not, directly or indirectly, without the prior written consent of the Company, operate, participate in the management, operations or control of, or act as an employee, officer, consultant, agent or representative of, any type of business or service (other than as an employee of the Company), provided that it shall not be a violation of the foregoing for you to (i) act or serve as a director, trustee or committee member of any civic or charitable organization on one industry trade or for-profit corporate board or committee, (ii) manage your personal, financial and legal affairs, or (iii) deliver lectures or fulfill speaking engagements, so long as such activities (described in clauses (i), (ii) or (iii)) do not interfere with the performance of your duties and responsibilities to the Company and its Affiliates as provided hereunder. For purposes of this Agreement, except as otherwise expressly provided herein, “Affiliate” means any entity or person directly or indirectly controlled by or in common control with either the Company or Parent. For the avoidance of doubt, except with respect to Section 4(c) of this Agreement, “Affiliate” does not include any other portfolio company or investment fund associated with TPG or LGP (each, as defined in the Stockholders Agreement (as defined below)) other than Parent and its subsidiaries.
During the. Employment the Executive shall not (without the prior written consent of the Board) directly or indirectly either on his own account or on behalf of any other person, company, business entity or other organisation engage in or be concerned with (whether as an employee, officer, director, agent, partner, consultant or otherwise) any other business, or accept any other engagement or public office PROVIDED THAT the Executive may hold up to 5% of any securities in a company which is quoted on any recognised Stock Exchange.
During the. First Option period ICRT shall diligently prosecute and maintain the Existing Patents and keep Introgen fully informed as to the prosecution status of the Existing Patents (including, without limitation, furnishing to Introgen information relevant to such prosecution and maintenance) and shall give fair consideration to suggestions made by Introgen in respect of the prosecution strategy in so far as they relate to the Field, but if ICRT notifies Introgen in writing that -
(a) it wishes to abandon any patent application or patent within the Existing Patents which relates to the Field, it shall give a prompt written notice Introgen offering to assign it to Introgen at the expense of Introgen but otherwise free of charge, and if Introgen does not accept the offer in writing within 30 days, ICRT shall have no further obligation with respect to the patent or patent application; or
(b) it does not wish to elect to proceed from PCT stage to national stage with respect to any such application in any country, it shall give a prompt written notice to Introgen, and ICRT shall have no further obligation with respect to the application unless Introgen notifies ICRT in writing within thirty (30) days that it wishes ICRT so to proceed, in which event ICRT shall do so but at the sole expense of Introgen, and accordingly for the purposes of -
(i) clause 3.7(b), that application and any Existing Patent granted pursuant to it in the relevant country shall be treated as if they had been assigned to Introgen; and
(ii) the provisions of the First Licence as to royalties summarised in paragraph 9 of Schedule 2, that application and any Existing Patent granted pursuant to it shall be deemed not to exist in the relevant country.
During the term of this grant of license, a licensor may request that a licensee submit samples of any materials bearing any of the licensor=s licensed marks which were previously approved by the licensor but, due to changed circumstances, the licensor may wish to reconsider. If, on reconsideration, or on initial review, respectively, any such samples fail to meet with the written approval of the licensor, then the licensee shall immediately cease distributing such disapproved materials. The licensor=s approval shall not be unreasonably withheld, and the licensor, when requesting reconsideration of a prior approval, shall assume the reasonable expenses of withdrawing and replacing such disapproved materials. The licensee shall obtain the prior written approval of the licensor for the use of any new materials developed to replace the disapproved materials, in the manner set forth above.
During the. Run Off Period and without prejudice to BA's other rights under this Agreement, including for the avoidance of doubt Clause 13.4, BA may only serve notice to terminate SLAs in accordance with Clause 13.5 of this Agreement if the Remaining Revenue Payable by BA remains at least: (a) GBP1,875,000 for the first Quarter after the Fixed Period; and (b) GBP1,250,000 for the second Quarter after the Fixed Period; and (c) GBP625,000 for the third Quarter after the Fixed Period.
During the. Employment the Executive shall be eligible for a pension benefit which is subject to the terms and conditions of the Diageo North America, Inc. Supplemental Executive Retirement Plan (the “Supplemental Plan”). The Company will contribute a total of 14% of the Salary to the Supplemental Plan (less any amount contributed by the Company in respect of the Executive to an auto-enrollment pension scheme in accordance with the 2008 Act). The terms and conditions of the Supplemental Plan
During the. Employment the Executive shall not (without the prior written consent of the Board) directly or indirectly either on his own account or on behalf of any other person, company, business entity or other organisation engage in or be concerned with (whether as an employee, officer, director, agent, partner, consultant or otherwise) any other business PROVIDED THAT the Executive may hold up to 5% of any securities in a company which is quoted on any recognised Stock Exchange. It is agreed that the Executive shall be entitled to continue to maintain his current Directorship on the Board of RingProp plc provided that the Executive will periodically (but in any event at least annually) review such Directorship with the Chief Executive Officer and the Chairman to determine whether (a) any conflict of interest has arisen or is likely to arise or (b) time committed to such Directorship becomes an issue in relation to the Executive carrying out his duties and obligations pursuant to this Agreement. If the Chief Executive Officer and the Chairman reasonably determine that either of such conditions exist, the Executive agrees to step down from the relevant Directorship(s). The Executive may only accept other Directorships with the prior consent of the Chairman.
