No Diversion. The Executive covenants and agrees that during the Term and the Post-Termination Period, he shall not, directly or indirectly through any other person or entity, solicit, divert, or take advantage of, or attempt to solicit, divert or take advantage of, any actual or potential customers or business opportunities (e.g., writing, issuing, underwriting, selling, distributing or re-insuring personal property and casualty insurance products, investment opportunities, and other similar opportunities) of the Company which the Executive became aware of during his employment with the Company.
No Diversion. The Executive covenants and agrees that in addition to the other Covenants set forth in this Section 9, (i) during his employment and (ii) for a period of two years following his Date of Termination, Executive shall not divert or attempt to divert or take advantage of or attempt to take advantage of any actual or potential business opportunities of the Company (e.g., joint ventures, other business combinations, investment opportunities, potential investors in the Company, and other similar opportunities) of which the Executive became aware as a result of his employment with the Company.
No Diversion. Each of TPTX and Zai hereby covenants and agrees that (a) it shall not, and shall ensure that its Affiliates and sublicensees shall not, directly or indirectly, promote, market, distribute, import, sell or have sold the Products, including via internet or mail order, outside its territory; (b) with respect to any country or region outside its territory, it shall not, and shall ensure that its Affiliates and their respective sublicensees shall not: (i) unless otherwise agreed by the Parties in writing, establish or maintain any branch, warehouse or distribution facility for Products in such countries (except, in the event such Party is Zai, Zai shall have the right to maintain one or more warehouses outside the Territory solely to support the packaging and labelling activities of the Products by Zai or its Affiliates outside the Territory and, in the event such Party is TPTX, TPTX shall have the right to maintain one or more warehouses in the Territory solely to support the Retained Rights), (ii) engage in any advertising or promotional activities relating to Products that are directed primarily to customers or other purchaser or users of Products located in such countries, (iii) solicit orders for Products from any prospective purchaser located in such countries, or (iv) sell or distribute Products to any Person in such Party’s territory who intends to sell or has in the past sold Products in such countries; (c) if a Party receives any order for any Product from a prospective purchaser reasonably believed to be located in a region or country outside its territory, such Party shall promptly refer that order to the other Party, and such Party shall not accept any such orders; (d) neither Party shall deliver or tender (or cause to be delivered or tendered) Products into a country or region outside its territory; and (e) each Party shall not, and shall ensure that its Affiliates and their respective sublicensees shall not, knowingly restrict or impede in any manner the other Party’s exercise of its exclusive rights to Commercialize the Products in the other Party’s territory. For the purpose of this Agreement, Zai’s territory shall mean the Territory and TPTX’s territory shall mean all countries and regions outside the Territory.
No Diversion. The Executive covenants and agrees that (i) during the Term and (ii) the Post-Termination Period, he shall not divert or attempt to divert or take advantage of or attempt to take advantage of any actual or potential business opportunities of the Company (e.g., joint ventures, other business combinations, investment opportunities, potential investors in the Company, and other similar opportunities) which the Executive became aware of during his employment with the Company.
No Diversion. Each Party hereby covenants and agrees that during the Term, and except as expressly permitted by this Agreement, it shall not (and shall cause its Affiliates and Sublicensees (with respect to Licensee), sublicensees (with respect to Duality) and subcontractors not to), either itself or through a Third Party, develop, use, market, promote, import, export, sell or actively offer for sale (online or otherwise) the Original ADC Licensed Products or, after Next Generation Option Exercise, the Next Generation ADC Licensed Products, in the other Party’s territory. Without limiting the generality of the foregoing, except as mutually agreed by the Parties, each Party shall not (a) engage in any advertising activities relating to the Original ADC Licensed Products or Next Generation ADC Licensed Products, directed primarily to customers in the other Party’s territory, or (b) actively or intentionally solicit orders from any prospective purchaser located in the other Party’s territory or prospective purchasers whose delivery address is located in the other Party’s territory. To the extent permitted by Applicable Laws, including applicable antitrust laws, if a Party receives any order for Original ADC Licensed Products or Next Generation ADC Licensed Products from a prospective purchaser located in or with a nominated delivery address in a country or jurisdiction in the other Party’s territory, such Party shall immediately refer that order to the other Party and shall not accept any such order or deliver or tender (or cause to be delivered or tendered) the for Original ADC Licensed Products or Next Generation ADC Licensed Products under such order. If a Party should reasonably know that a customer or distributor is actively engaged itself or through a Third Party in the sale or distribution of the for Original ADC Licensed Products or Next Generation ADC Licensed Products in the other Party’s territory, then such Party shall (i) within [***] Days of gaining knowledge of such activities, notify the other Party regarding such activities and provide all information available to such Party that the other Party may reasonably request concerning such activities and (ii) use Commercially Reasonable Efforts (including cessation of sales or delivery to such customer) necessary to limit such sale or distribution in the other Party’s territory, unless otherwise agreed in writing by the Parties prior to such sale or delivery.
No Diversion. The Employee covenants and agrees that (i) during the Employee’s employment with the Employer, and (ii) for the Post-Termination Period, the Employee shall not intentionally divert or attempt to divert or take advantage of or attempt to take advantage of any actual or potential business opportunities of the Employer in which it has a current interest or expectancy (e.g., joint ventures, other business combinations, investment opportunities, relationships with contractors, customers, suppliers and vendors of the Employer, and other similar opportunities) which the Employee became aware of as the result of and during the Employee’s employment with the Employer. Notwithstanding anything to the contrary in the foregoing, this shall not limit the Employee from investing in or serving on the board of directors of any entity that is not in the Field.
No Diversion. The Employee covenants and agrees that (i) during the Term and (ii) the Post-Termination Period, he shall not divert or attempt to divert or take advantage of or attempt to take advantage of any actual or potential business opportunities of the Company (e.g., joint ventures, other business combinations, investment opportunities, potential investors in the Company, and other similar opportunities) which the Employee became aware of during his employment with the Company.
No Diversion. Except as otherwise provided herein, at no time prior to the termination and wind-up of the Fund shall any part of the corpus or income of the Fund, including the Separate Accounts, be used for or diverted to purposes other than the provision of Benefits for the exclusive benefit of Beneficiaries, and in connection therewith the payment of reasonable costs of establishment, amendment and administration of the Trust and Plans and the investment of the Fund including the compensation of the Trustees payable in accordance with the terms of this Agreement and all other disbursements reasonably made and expenses incurred in the performance of the duties of the Trustees hereunder or arising out of the Trust.
No Diversion. As provided herein, at no time prior to the termination and wind-up of the Fund shall (i) any part of the corpus or income of the Fund, including the Separate Accounts, be used for or diverted to purposes other than the provision of Benefits for the exclusive benefit of Beneficiaries, and in connection therewith the payment of reasonable costs of establishment, amendment and administration of the Trust and Plans and the investment of the Fund including the compensation of the Trustees payable in accordance with the terms of this Agreement and all other disbursements reasonably made and expenses incurred in the performance of the duties of the Trustees hereunder or arising out of the Trust and (ii) the assets credited to a Separate Account be used to meet the liabilities of or to subsidize the liabilities of, or defray the expenses attributable to another Separate Account.
No Diversion. If the Products are being exported, they are licensed by the United States of America (“U.S.”) for the ultimate destination shipped to, as set forth on the Seller’s invoice. Diversion contrary to U.S. law is prohibited. Buyer represents and agrees that it will not sell or reship Products to any customer and/or destination which the Seller could not have shipped to directly under its export license for such Products. No Product may be shipped or transferred to any country that has an embargo placed on it by the U.S. Buyer will comply with all applicable export and import control laws and regulations, including without limitation, the United States Export Administration Regulation (EAR), U.S. Arms Export Control Act, and the U.S. Export Administration Act, and the United States International Traffic in Arms Regulations (ITAR), and will retain documentation evidencing such compliance.
