USOP definition
Examples of USOP in a sentence
Employee hereby agrees that all of the foregoing shall be and remain the property of the Company or USOP, as the case may be, and be subject at all times to their discretion and control.
It is agreed that the Confidential Information is confidential and proprietary to the Company and/or USOP because such Confidential Information encompasses technical know-how, trade secrets, or technical, financial, organizational, sales, or other valuable aspects of the Company's and USOP's business and trade, including, without limitation, technologies, products, processes, plans, clients, personnel, operations, and business activities.
It is intended that USOP will be a third-party beneficiary of the rights of the Company under this Agreement.
In addition, if Employee has no actual knowledge that his actions violate the terms of this Section 7, Employee shall not be deemed to have breached the restrictive covenants contained herein if, promptly after being notified by the Company or USOP of such breach, Employee ceases the prohibited actions.
If the Company is merged with or into another subsidiary or affiliate of USOP, such action shall not be considered to cause an assignment of this Agreement, and the surviving or successor entity shall become the beneficiary of this Agreement and all references to the "Company" shall be deemed to refer to such surviving or successor entity.
Notwithstanding the foregoing, the Company and/or USOP shall be entitled to seek injunctive or other equitable relief, as contemplated by Section 17 above, from any court of competent jurisdiction, without the need to resort to arbitration.
USOP shall be liable for and shall indemnify, defend and hold the Spin-Off Companies harmless from and against any Losses with respect to Taxes that result from, or arise in connection with, an Adverse Tax Act of USOP or any of the Retained Subsidiaries.
All other rights and obligations of USOP, the Company, and Employee under this Agreement shall cease as of the effective date of termination, except that Employee's obligations under Sections 7, 8, 9 and 10 below shall survive such termination in accordance with their terms.
The Tax Administrator shall have the right to approve any Tax returns filed pursuant to this Section 2(c) prior to such filing if USOP could be liable for Taxes due with respect to any such Tax returns under principles analogous to Treasury regulation section 1.1502-6.
Tax Payments shall be made to or by USOP by or to each of the Spin-Off Companies, as the case may be, utilizing procedures substantially similar to, and determining the amount payable by or to each Group using, to the extent possible, methods substantially similar to, those provided in Sections 3(a) and 3(b) of this Agreement with respect to any Controlled Return other than a Consolidated Return for any period beginning prior to the Distribution Date and ending on or after April 25, 1998.