Springing License Sample Clauses

Springing License. Subject to the terms and conditions of this Section 3.3, Samsung grants Spansion and its Subsidiaries a non-exclusive, non-transferrable, irrevocable, worldwide, fully paid-up, perpetual license under any patents owned or controlled by Samsung or by its Subsidiaries that are not Samsung Licensed Patents to make, have-made, sell, use, import, and otherwise dispose of Spansion’s Licensed Products provided that such license shall only be effective for patents that Samsung sells, transfers, assigns or grants exclusive licenses to with the right of enforcement to a third party during the Term, and shall only become effective immediately prior to such sale, transfer, assignment or grant of exclusive license.
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Springing License. Subject to the terms and conditions of this Section 4.3, Spansion grants Samsung and its Subsidiaries a non-exclusive, non-transferrable, irrevocable, worldwide, fully paid-up, perpetual license under any Spansion Licensed Patents to make, have-made, sell, use, import, and otherwise dispose of products other than Licensed Products made by or for Samsung and sold or offered for sale as Samsung’s own product (i.e., the product bears the commercial indicia, including a die xxxx, or trademark, of Samsung), provided that such license shall only be effective for patents that Spansion sells, transfers, assigns or grants exclusive licenses to with the right of enforcement to a third party during the Term, and shall only become effective immediately prior to such sale, transfer, assignment or grant of exclusive license.
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Springing License. Pursuant to the terms of the Head License Agreements, Northwestern has granted Licensor rights to certain Licensor Patents. On the Effective Date, Northwestern, Licensor, and Licensee shall have entered into a side letter agreement in the form set forth in Exhibit E, which amends the Head License Agreements to provide the binding written agreement by Northwestern and Licensor to continue in full force and effect the sublicense as granted to Licensee pursuant to this Agreement as a sublicense under the Head License Agreements in the event of any termination of the Head License Agreement(s), solely as and to the extent necessary to allow Licensee to continue to Develop and Commercialize the Collaboration Target, TNF-α Target, Development Candidates and Products within the Field pursuant to the continued sublicense to be granted to Licensee under such side letter agreement. Such side letter shall discuss continuity of obligations in the event of termination of the Head License Agreements. Licensee will deduct any payments made directly to Northwestern from payments due to Licensor under Article 8.
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Springing License. Solely in the event (a) Miami, Seattle, or any of their respective Subsidiaries breaches their respective obligations under the first sentence of Section 11.2 (Obligation to Transfer) (the “Seattle Trigger”), (b) any subsequent or successive Autonomy IP Transferee breaches its obligations under Section 11.2 (Obligation to Transfer), (c) the CNTS otherwise fails to transfer with any Autonomy IP or otherwise be enforceable, or (d) of any breach of Section 11.1 (Covenant Not to Xxx), such Autonomy IP will be deemed licensed to Houston and each of the other members of the Houston Group as a part of (and with the same scope and in accordance with all of the terms and conditions of) the licenses granted pursuant to Article IV (Licenses from Seattle to Houston), with such license of such Autonomy IP effective as of immediately prior to the date that Miami, Seattle or any of their Subsidiaries transferred, assigned, sold or divested such Autonomy IP and with the Autonomy Patents being deemed to be Seattle Licensed Patents for the purposes of such licenses (the “Springing License”). For the avoidance of doubt, (A) such Springing License is deemed to be (i) granted by Seattle (on behalf of itself and its Subsidiaries) under all of the terms and conditions of this IPMA applicable to the licenses granted pursuant to Article IV (Licenses from Seattle to Houston) and (ii) an encumbrance that attaches to the Autonomy IP, and (B) in the event that Miami, Seattle or any of their respective Subsidiaries breaches the first sentence of Section 11.1 (Covenant Not to Xxx) in any respect, the Springing License shall not be construed as a waiver of Houston or any member of the Houston Group’s right to assert the CNTS as a defense to any claim of infringement or misappropriation Asserted by Seattle, Miami, or any of their respective Subsidiaries.
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Springing License. Section 1.2 of the Agreement is amended by adding a new paragraph at the end as follows: In addition, solely in the event a “Termination Event” (as defined below) occurs, Sears grants Outlet Stores, a springing, personal, exclusive, royalty-free, fully paid up, non-transferable and terminable right and license to use the domain name “xxxxxxxxxxx.xxx” to promote and sell the “Outlet Products” (other than “New Products”) in the Territory via the “New XxxxxXxxxxx.xxx” until February 1, 2010. As used in this paragraph:
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Related to Springing License

  • Intercompany Subordination Agreement The Administrative Agent shall have received the Intercompany Subordination Agreement, duly executed and delivered by each Loan Party.

  • Covenant to Guarantee Obligations and Give Security At the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:

  • Continuing Agreement, Transfer of Secured Obligations This Agreement is a continuing agreement and shall (a) subject to Section 5.3, remain in full force and effect until the Discharge of ABL Obligations shall have occurred, (b) be binding upon the Parties and their successors and assigns, and (c) inure to the benefit of and be enforceable by the Parties and their respective successors, transferees and assigns. Nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Agreement or any Common Collateral. All references to any Grantor shall include any Grantor as debtor-in-possession and any receiver or trustee for such Grantor in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), the ABL Collateral Agent, any ABL Secured Party, the New First Lien Collateral Agent and any New First Lien Secured Party may assign or otherwise transfer all or any portion of the ABL Obligations or the New First Lien Obligations, as applicable, to any other Person (other than the Company, any Grantor or any Affiliate of the Company or any Grantor and any Subsidiary of the Company or any Grantor), and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the ABL Collateral Agent, the New First Lien Collateral Agent, any ABL Secured Party or any New First Lien Secured Party, as the case may be, herein or otherwise. The ABL Secured Parties and the New First Lien Secured Parties may continue, at any time and without notice to the other parties hereto, to extend credit and other financial accommodations, lend monies and provide Indebtedness to, or for the benefit of, any Grantor on the faith hereof.

  • Payment of Leasehold Obligations Each Borrower shall at all times pay, when and as due, its rental obligations under all leases under which it is a tenant, and shall otherwise comply, in all material respects, with all other terms of such leases and keep them in full force and effect and, at Agent’s request will provide evidence of having done so.

  • Non-Compete Obligations In the below identified capacities, during Executive’s employment and for a period of twelve (12) months immediately after Executive’s voluntary or involuntary termination, Executive will not (1) engage in any Company Competitive Business within the Company Restricted Geographic Area and (2) will not engage in any Company Competitive Business outside the Company Restricted Geographic Area if such work impacts or influences any Company Competitive Business within the Company Restricted Geographic Area:

  • Valid Obligation Notes issued on the registration of transfer or exchange of Notes will be the valid obligations of the Issuer, evidencing the same debt, and have the same benefits under this Indenture as the Notes surrendered for registration of transfer or exchange.

  • Valid Obligations The execution, delivery and performance of the Loan Documents have been duly authorized by all necessary corporate action and each represents a legal, valid and binding obligation of Borrower and is fully enforceable according to its terms, except as limited by laws relating to the enforcement of creditors' rights.

  • Grant of Intellectual Property License For the purpose of enabling the Collateral Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after the occurrence and during the continuance of an Event of Default as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession of, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer hereby (a) grants to the Collateral Agent, for the ratable benefit of the other Secured Parties, an irrevocable, nonexclusive worldwide license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)) (“Collateral Agent License”), including in such license the right to use, license, sublicense or practice any Intellectual Property now owned or hereafter acquired by Issuer (or any applicable grantor), and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all Software and programs used for the compilation or printout thereof, provided that with respect to any licenses held by Issuer, such Collateral Agent License shall only be granted to the extent such assignment or grant is permitted under the terms of such license and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible and (b) irrevocably agrees that the Collateral Agent may sell any of such Issuer’s Inventory directly to any person, including without limitation persons who have previously purchased Issuer’s Inventory from Issuer and in connection with any such sale or other enforcement of the Collateral Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to Issuer and any Inventory that is covered by any Copyright owned by or licensed to Issuer and the Collateral Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to Issuer (or any applicable grantor) and sell such Inventory as provided herein.

  • Valid Security Interest This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Sold Property in favor of the Issuer, which is prior to all other Liens, other than Permitted Liens, and is enforceable against creditors of and purchasers from the Depositor.

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