XACKGROUND. A. XOMA is the owner or exclusive licensee of certain patent rights and know-how relating to bacterial cell expression, and DIVERSA wishes to acquire non-exclusive licenses under such patent rights and know-how; and
XACKGROUND. As of October 10, 1997 you entered into a letter agreement amendment to your employment agreement dated March 24, 1997. On November 6, 1997, the Corporation and certain of its principal shareholders entered into an agreement in principle with Pegasus Communications Corporation ("Pegasus") pursuant to which the Corporation would be acquired by Pegasus (the "Agreement in Principle"). In connection with the Agreement in Principle, the board of directors agreed to modify the cash severance arrangements of Section 31 as set forth below. Section references appearing herein shall refer to the employment agreement as amended by the letter agreement unless otherwise noted.
XACKGROUND. A. The Executive is currently employed as the Executive Vice President, Managing Director of the Company and Community Banks, the Company's bank subsidiary ("Bank"), pursuant to a certain Employment Agreement among the parties, dated October 29, 1997 and amended on January 14, 2002 ("Original Agreement").
XACKGROUND. Executive and Company desire to terminate their employment relationship in an amicable manner pursuant to Section 3(f)(ii) of an Employment, Non-competition, Development and Confidentiality Agreement between the parties dated May 3, 1999 (the "Employment Agreement"). The Employment Agreement provides Executive with certain benefits following the termination of his employment relationship with Company and prohibits Executive from engaging in any business competitive with Company. Company agrees to waive enforcement of certain provisions of the Employment Agreement, except the non-compete and confidentiality provisions. In exchange, Executive agrees to relinquish certain claims that Executive may have against Company and its officers, directors, employees, agents, and representatives, and their successors in interest, and Company agrees to relinquish certain claims that Company may have against Executive. Executive also agrees to assist Company with certain outstanding business and legal matters. Executive understands and agrees that, by signing this Agreement, Executive relinquishes (unconditionally and without reservation) any and all rights Executive has to make a claim (including any statutory or constitutional claim) against or to sue Company or Company's partners, directors, officers, employees, xx their successors in interest for any reason for any events occurring on or before the Effective Date, as defined in Section 1 below. Executive acknowledges that Company has advised Executive to consult counsel prior to executing this Agreement and has agreed to reimburse Executive up to $1,000 for his attorney's fees in so doing.
XACKGROUND. AMBIENT, or its affiliates, is a business specializing in market development for screen phone services and technologies. CONSULTANT specializes and possesses expertise in marketing and promoting new products and services to the telecommunications industry. AMBIENT and CONSULTANT seek a relationship in which AMBIENT shall retain, on a non-exclusive basis, Consultant to represent, market, and sell the Company's products.
XACKGROUND. TANA develops and distributes spatial map data products and ---------- related materials. This GP Agreement states the general terms and conditions applicable to any licenses granted to the products specified ("Licensed Products") in a separate license agreement(s) (the "License"). The specific licensing fees, royalties and/or other payments due to TANA for the license of the Licensed Products shall be as set forth xx such License(s). This GP Agreement and any Licenses shall be collectively referred to herein as the "Agreements."
XACKGROUND. MAS operates an electronic fund transfer network using the federally registered service mark and logo, "MAC(R)" and known as the "MAC(R) Network" which inclxxxx automated teller machine, point of banking and point of sale terminals identified by the registered MAC service marks and accessed by using certain plastic cards with magnetically encoded stripes issued by participating financial institutions to their account holders allowing such account holders to perform certain banking, financial and purchase transactions. MAC Participant desires to participate in the MAC Network, issue MAC cards to its depositors and, if it elects to do so, operate MAC terminals.
XACKGROUND. The principal objective of the transformation of the water and sewer sector implemented in the province of Buenos Aires by Law 11,820 was to guarantee the maintenance and expansion of water and sewer service to any persons or legal entities residing or having places of business within the province and to establish regulations aimed at ensuring quality, continuity and regularity in the provision of the service, protecting the rights of customers and safeguarding water resources and the environment. The need to have support in the form of private investment for achieving the objectives established by legislation was the reason for granting a concession for such service, and basic guarantees were imposed on investors through international competitive bidding which guaranteed participation by qualified operators. One year after the privatization, it has been impossible to reconcile the objectives with the regulatory framework and the concession agreement, so it has become necessary to establish objective criteria in the priority investments that will guarantee minimum conditions for current customers and the expansion of the service to sectors that are most vulnerable to sanitation risks. It must be kept in mind that only with a plan for priority work will the quality and continuity of the service be guaranteed, through work and action that will make it possible to improve the condition of the systems and facilities and improve the efficiency of operations. The responsibility of the concessionaire with regard to the provision of the service is clear under the terms of the concession, but the development of the concession requires the presence of the Provincial Government, as the Concession Grantor, and participation by the municipalities, by their familiarizing themselves with the actions that will be taken to resolve localized problems in the service. In addition to guaranteeing the residents' right to be provided the service, the Provincial Government must provide societal input from economically underdeveloped and needy sectors, which will be the subject of analysis as provided in this agreement. The predictability of the service becomes relevant when the economic-financial environment in which it is being provided (the national and international economic situation), there are not enough incentives to support the investment that it requires. It is felt that it will be necessary to create a working mechanism for the purpose of generating viable alternatives ...
XACKGROUND. 1. Licensor owns certain Proprietary Property, including certain Patent Rights and Know-How, relating to a novel Lactobacillus crispatus strain known as CTV-05 and all technology related to its fermentation, stabilization and manufacture, details of which are more fully described in APPENDIX A to this Agreement.
XACKGROUND. A. Borrowers and Lender are parties to a certain Amended, Restated and Consolidated Loan and Security Agreement dated June 20, 2000, as same has been, and may be, modified, amended, restated or supplemented from time to time, including by that certain Joinder to Amended, Restated and Consolidated Loan and Security Agreement dated July 1, 2000 (collectively referred to as the "Loan Agreement") pursuant to which Lender established certain financing arrangements for the benefit of Borrowers. The Loan Agreement and all instruments, documents and agreements executed in connection therewith, or related thereto, are referred to herein collectively as the "Existing Loan Documents". All capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Loan Agreement.
