Subject to Sections 5. 2.1 and 5.2.3 hereof, solely in consideration of Executive's promises set forth in this Section 9 (and in addition to any other severance compensation provided in this Agreement), upon termination of the Executive pursuant to the terms contained in this Section 9, Company agrees to pay Executive an amount equal to five (5) times Executive's annual cash compensation as provided in Sections 6.1 and 6.2 being paid at the time of commencement of the Noncompete Period; continue Executive's coverage and funding under Section 6.4 for five (5) years following the commencement of the Noncompete Period; and continue to provide an automobile, club dues, personal tax advisory services, life insurance, and disability insurance under Section 6.6 for five (5) years following the commencement of the Noncompete Period. For purposes of determining compensation which is not fixed (such as a bonus), the annual amount of such unfixed compensation shall be deemed to be equal to the average of such compensation over the three year period immediately prior to the termination. The amount payable under this Section 9.2 shall be in five annual installments beginning on the first day of the Noncompete Period and on the four subsequent anniversaries thereof.
Subject to Sections 5. 1.1 and 5.1.2, BellSouth shall route calls on a per line or per screening class basis to (1) BellSouth platforms providing Network Elements or additional requirements (2) Operator Services platforms, (3) Directory Assistance platforms, and (4) Repair Centers. Any other routing requests by Supra Telecommunications and Information Systems, Inc. will be made pursuant to the Bona Fide Request Process of Attachment 9.
Subject to Sections 5. 1.4 and 5.1.5, any Intellectual Property developed solely by employees of one Party while performing under the Research Program of this Agreement shall be owned by such Party.
Subject to Sections 5. 02(c) and 10.03 of the Credit Agreement and the last sentence of Section 4 hereof, Assignee, on behalf of Secured Parties, in addition to any other remedies it may have, may (and is hereby authorized to) do one or more of the following after the occurrence and during the continuation of an Event of Default:
Subject to Sections 5. 8 and 5.10, this RSA may be terminated upon written notice of the occurrence of any of the following events by any Party electing to terminate to the other Parties (each a “Termination Event”):
Subject to Sections 5. 5 and 5.6 below, the Indemnified Person agrees to cooperate in good faith and in a commercially reasonable manner with the Indemnifying Party, with respect to all aspects of the defense of and pursuit of any counterclaims with respect to any claims covered by the indemnification obligations under this Agreement, including the prompt furnishing to the Indemnifying Party of any correspondence or other notice relating thereto that the Indemnified Person may receive, permitting the name of the Indemnified Person to be utilized in connection with such defense and counterclaims, the making available to the Indemnifying Party of any files, records or other information of the Indemnified Person that the Indemnifying Party considers relevant to such defense and counterclaims, the making available to the Indemnifying Party of any employees of the Indemnified Person and the granting to the Indemnifying Party of reasonable access rights to the properties and facilities of the Indemnified Person; provided, however, that in connection therewith the Indemnifying Party agrees to use reasonable efforts to minimize the impact thereof on the operations of the Indemnified Person and further agrees to maintain the confidentiality of all files, records, and other information furnished by the Indemnified Person pursuant to this Article 5. The obligation of the Indemnified Person to cooperate with the Indemnifying Party as set forth in the immediately preceding sentence shall not be construed as imposing upon the Indemnified Person an obligation to hire and pay for counsel in connection with the defense of and pursuit of any counterclaims with respect to any claims covered by the indemnification obligations set forth in this Agreement; provided, however, that the Indemnified Person may, at its own option, cost and expense, hire and pay for counsel in connection with any such defense and counterclaims. The Indemnifying Party agrees to keep any such counsel hired by the Indemnified Person informed as to the status of any such defense or counterclaim, but the Indemnifying Party shall have the right to retain sole control over such defense and counterclaims so long as the Indemnified Person is still seeking indemnification hereunder.
Subject to Sections 5. 1.1, 5.1.2 and 5.1.3, Joint Inventions shall be jointly owned.
Subject to Sections 5. 8 and 5.9, if at any time any payment of the principal of or interest on the Notes or any other amount payable by Borrower, or any other obligor on the Obligation under any Loan Paper is rescinded or must be restored or returned upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, the obligations of Borrower under the Loan Papers with respect to that payment shall be reinstated as though the payment had been due but not made at that time.
Subject to Sections 5. 3.1 and 5.3.2, Sellers, their respective Affiliates and their respective Representatives will have the right to retain copies of all books, data, files, information and records in any media (including, for the avoidance of doubt, Tax returns and other information and documents relating to Tax matters) of the Company relating to periods ending on or prior to the Closing Date or any Straddle Period (a) relating to information (including employment and medical records) regarding the Continuing Employees, (b) as may be required by any Governmental Authority, including pursuant to any applicable Law or regulatory request or (c) as may be necessary for Sellers or their respective Affiliates to perform their respective obligations pursuant to this Agreement or any other Transaction Document, in each case subject to compliance with all applicable privacy Laws. Buyer agrees that, with respect to all original books, data, files, information and records of the Company existing as of the Closing Date, it will (x) comply in all material respects with all applicable Laws relating to the preservation and retention of records, (y) apply preservation and retention policies that are no less stringent in the aggregate than those generally applied by Buyer to its own books and records and (z) until the later of seven (7) years after the Closing Date or the date on which Taxes may no longer be assessed under the applicable statutes of limitation, including any waivers or extensions thereof, preserve and retain all such original books, data, files, information and records.
Subject to Sections 5. 2.2., the parties hereto agree (i) to use the allocations set forth in the Asset Allocation Statement provided by BEA to NCR pursuant to Section 5.2. above, for accounting, financial reporting and Tax purposes; (ii) that such allocations shall be in accordance with, and as provided by, Section 1060 of the Tax Code; and (iii) that any Tax returns or other Tax information they may file or cause to be filed with any Governmental Authority or fiscal intermediary shall be prepared and filed consistently with such allocation. The parties agree that, to the extent required, they will each properly and timely file Form 8594 in accordance with Section 1060 of the Tax Code.
