EMPLOYEE ASSIGNMENT AGREEMENTS Sample Clauses

EMPLOYEE ASSIGNMENT AGREEMENTS. Except as set forth in Schedule ------------------------------ 4.12(e), all current and former employees and consultants of any Seller Party, whose duties or responsibilities relate to the development of Intellectual Property Rights owned or to be owned by the Company or its Subsidiary have entered into assignment and proprietary information agreements with the Company or its Subsidiary (or with a Seller Party and assigned or to be assigned to the Company or its Subsidiary on the Effective Date) in substantially the form provided to Xircom. To the Knowledge of the VoiceStream Parties, no employee or consultant of the Company or its Subsidiary is obligated under any agreement (including licenses, covenants or commitments of any nature) or subject to any judgment, decree or order of any court or administrative agency, or any other restriction that would interfere with the use of his or her best efforts to carry out his or her duties for the Company or its Subsidiary or to promote the interests of the Company or its Subsidiary or that would conflict with their respective businesses. Except as set forth in Schedule 4.12(e), to the Knowledge of the Seller Parties it will not be necessary to utilize any intellectual property of any employees of the Company or its Subsidiary (or Persons the Company or its Subsidiary currently intends to hire) acquired prior to their employment by the Company or its Subsidiary in order to continue to use and exploit any of the Intellectual Property Rights used or exploited (or anticipated to be used or exploited) by the Company or its Subsidiary after the Effective Date.
Sample 1
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EMPLOYEE ASSIGNMENT AGREEMENTS. Except as set forth in SCHEDULE 3.13(f), to the knowledge of Microsoft and Company all current and former employees and consultants of Microsoft whose duties or responsibilities relate to the development of Content have entered into assignment and proprietary information agreements with Microsoft in substantially the form provided to Buyer. To the knowledge of Microsoft, no employee or consultant of Microsoft whose duties or responsibilities relate to the development of Content is obligated under any agreement (including licenses, covenants or commitments of any nature) or subject to any judgment, decree or order of any court or administrative agency, or any other restriction that would interfere with the use of his or her best efforts to carry out his or her duties for Microsoft or to promote the interests of Microsoft or that would conflict with the Business. The carrying on of the Business by such employees and contractors of Microsoft and the conduct of the Business as presently proposed, will not, to the knowledge of Microsoft, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees or consultants or Microsoft is now obligated. Except as set forth in SCHEDULE 3.13(f), to the knowledge of Microsoft, it will not be necessary to utilize any intellectual property of any employees of Microsoft (or Persons Microsoft currently intends to hire) acquired prior to their employment by Microsoft in order to continue to use, display and exploit any Sidewalk Content.
Sample 1
EMPLOYEE ASSIGNMENT AGREEMENTS. Except as set forth in SCHEDULE 4.20(h), all current and former employees and consultants of the Company whose duties or responsibilities relate to the development of Content or Owned Software have entered into assignment and proprietary information agreements with the Company in substantially the form provided to Parent. To the Company's knowledge, no employee or consultant of the Company whose duties or responsibilities relate to the development of Content or Owned Software is obligated under any agreement (including licenses, covenants or commitments of any nature) or subject to any Court Order or any other restriction that would interfere with the use of his or her best efforts to carry out his or her duties for the Company or to promote the interests of the Company. To the knowledge of the Company, the carrying on of the Business by such employees and contractors of the Company and the conduct of the Business as presently proposed, will not, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees or consultants or the Company is now obligated. Except as set forth in SCHEDULE 4.20(h) and to the knowledge of the Company, it will not be necessary to utilize any intellectual property of any employees of the Company (or Persons the Company currently intends to hire) acquired prior to their employment by the Company in order to continue to use, display and exploit any 2b Content or any Owned Software (it being acknowledged that any such employees will in any event be required to utilize programming and design experience, techniques and know-how that is customarily used in developing similar Content or Software).
Sample 1

Related to EMPLOYEE ASSIGNMENT AGREEMENTS

  • Assignment Agreements Each Bank may, from time to time, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking institutions rated "B" or better by Thomxxxx Xxxk Watch Service a pro rata part of all of the indebtedness evidenced by the Notes then owed by it together with an equivalent proportion of its obligation to make Loans hereunder and the credit risk incidental to the Letters of Credit pursuant to an Assignment Agreement substantially in the form of Exhibit J attached hereto, executed by the assignor, the assignee and the Borrower, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes which is to be assigned to each such assignor and the portion of the Commitments of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) to be assumed by it (the "Assignment Agreements"), provided that the Borrower may in its sole discretion withhold its consent to any assignment by a Bank to any assignee which has total capital and surplus of less than $200,000,000.00 or to any assignment by a Bank of less than all of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bank. Upon the execution of each Assignment Agreement by the assignor, the assignee and the Borrower and consent thereto by the Agent (i) such assignee shall thereupon become a "Bank" for all purposes of this Agreement with a Commitment in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank hereunder, (ii) the assignor shall have no further liability for funding the portion of its Commitments assumed by such other Bank and (iii) the address for notices to such Bank shall be as specified in the Assignment Agreement, and the Borrower shall execute and deliver Notes to the assignee Bank in the amount of its Commitments and new Notes to the assignor Bank in the amount of its Commitments after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "Notes" for all purposes of this Agreement, and there shall be paid to the Agent, as a condition to such assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrower.

  • Non-Competition Agreements Except as described in the Statutory Prospectus and the Prospectus, to the Company’s knowledge, none of the Sponsor, directors or executive officers of the Company is subject to a non-competition agreement or non-solicitation agreement with any employer or prior employer which could materially affect his, her or its ability to be and act in the capacity of shareholder, executive officer or director of the Company, as applicable.

  • Employment Agreements Each of the persons listed on Schedule 9.12 shall have been afforded the opportunity to enter into an employment agreement substantially in the form of Annex VIII hereto.

  • Executive Assignment No interest of Executive or his spouse or any other beneficiary under this Agreement, or any right to receive any payment or distribution hereunder, shall be subject in any manner to sale, transfer, assignment, pledge, attachment, garnishment, or other alienation or encumbrance of any kind, nor may such interest or right to receive a payment or distribution be taken, voluntarily or involuntarily, for the satisfaction of the obligations or debts of, or other claims against, Executive or his spouse or other beneficiary, including claims for alimony, support, separate maintenance, and claims in bankruptcy proceedings.

  • Noncompetition Agreements Purchaser shall have executed and delivered to each Seller a Noncompetition Agreement substantially in the form attached hereto as Schedule 6.5(a).

  • Non-Competition Agreement (a) Subject to Sections 5(d) and (f) and Section 12, Employee will not, during the period of his employment by or with the Company, and for a period of two (2) years immediately following the termination of his employment with the Company, for any reason whatsoever, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business or entity of whatever nature:

  • Noncompetition Agreement In consideration of the compensation paid or payable to Executive by the Company pursuant to this Agreement (including, but not limited to, Section 2 hereof), Executive hereby agrees as follows:

  • Retention Agreements The parties agree and acknowledge that the obligations due to each of Xxxx Xxxxxx, Xxx Xxxx, Xxxx Xxxxx, Xxx Xxxxx and Xxxxxx X. Xxxxxxxxxx pursuant to the Retention Agreements shall not be due and payable until such amounts are due under such Retention Agreements and that, notwithstanding the foregoing, such amounts shall be deducted from the Aggregate Merger Consideration at the Closing as Company Transaction Expenses and paid by the Surviving Corporation when due under the Retention Agreements. Parent agrees to cause the Surviving Corporation to transmit any amounts deducted from the Effective Date Aggregate Merger Consideration with respect to the Retention Agreements that, after the Closing, no longer will become due or payable in accordance with the terms of the Retention Agreements as determined in good faith by the Surviving Corporation, plus an amount equal to three and 15/100 percent (3.15%) interest compounding annually on the obligations due pursuant to the Retention Agreements (collectively, the “Unused Retention Amount”) to the Stockholders’ Representative for distribution to the Stockholders.

  • No Existing Non-Competition Agreements No Insider is subject to any non-competition agreement or non-solicitation agreement with any employer or prior employer which could materially affect his ability to be an employee, officer and/or director of the Company, except as disclosed in the Registration Statement.

  • Assignment of Management Agreement As additional collateral security for the Loan, Borrower conditionally transfers, sets over, and assigns to Lender all of Borrower’s right, title and interest in and to the Management Agreement and all extensions and renewals. This transfer and assignment will automatically become a present, unconditional assignment, at Lender’s option, upon a default by Borrower under the Note, the Loan Agreement, the Security Instrument or any of the other Loan Documents (each, an “Event of Default”), and the failure of Borrower to cure such Event of Default within any applicable grace period.

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