B EFFECT OF CORRESPONDING BD AGREEMENT Sample Clauses

B EFFECT OF CORRESPONDING BD AGREEMENT. This Past Use Agreement shall dominate and control in respect of UHD Players and Combi UHD Player/BD Recorders over any Past Use Agreement for BD Player and/or BD Recorder Manufacturer entered into between Brand Owner and Licensing Company (a “Corresponding BD Agreement”). Notwithstanding the foregoing, if this Past Use Agreement has been entered into on or before September 30, 2017 and Releases have been obtained pursuant to a Corresponding BD Agreement for any Shipments prior to July 1, 2017 of UHD Players reported as BD Players then the scope of the Releases granted for such Shipments of UHD Players shall be deemed to be the same as if such Releases were obtained pursuant to this Past Use Agreement.
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B EFFECT OF CORRESPONDING BD AGREEMENT. Reference Copy This License Agreement shall dominate and control in respect of UHD Software over any License Agreement for BD Software Manufacturer entered into between Manufacturer and Licensing Company (a “Corresponding BD Agreement”). Notwithstanding the foregoing, if this License Agreement has been entered into on or before September 30, 2017 and any Sales or Shipments prior to July 1, 2017 of UHD Software has been reported under the Corresponding BD Agreement as BD Software with comparable royalty rates, then the scope of the licenses granted under the Corresponding BD Agreement for such Sales or Shipments of UHD Software shall be deemed to be the same as if such licenses were obtained pursuant to this License Agreement.
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B EFFECT OF CORRESPONDING BD AGREEMENT. This License Agreement shall dominate and control in respect of UHD-PC Software over any License Agreement for BD-PC Manufacturer entered into between Manufacturer and Licensing Company (a “Corresponding BD Agreement”). Notwithstanding the foregoing, if this License Agreement has been entered into on or before September 30, 2017 and any Sales or Shipments prior to July 1, 2017 of UHD-PCs has been reported under the Corresponding BD Agreement as BD-PCs with comparable royalty rate to that applicable to the UHD-PCs, then the scope of the licenses granted under the Corresponding BD Agreement for such Sales or Shipments of UHD-PCs shall be deemed to be the same as if such licenses were obtained pursuant to this License Agreement.
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B EFFECT OF CORRESPONDING BD AGREEMENT. This Past Use Agreement shall dominate and control in respect of UHD-ROM Movie Discs and BD- ROM Data Discs over any Past Use Agreement for BD-ROM Movie Discs and/or BD-ROM Data Disc Manufacturer and Brand Owner entered into between Manufacturer, Brand Owner, and Licensing Company (a “Corresponding BD Agreement”). Notwithstanding the foregoing, if this Past Use Agreement has been entered into on or before September 30, 2017 and Releases Licenses have been obtained pursuant to a Corresponding BD Agreement for any Shipments prior to July 1, 2017 of UHD- ROM Movie Discs reported as BD-ROM Movie Discs or UHD-ROM Data Discs reported as BD- ROM Data Discs, then the scope of the Releases granted for such Shipments of UHD-ROM Movie Discs and/or UHD-ROM Data Discs shall be deemed to be the same as if such Releases were obtained pursuant to this Past Use Agreement.
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B EFFECT OF CORRESPONDING BD AGREEMENT. This License Agreement shall dominate and control in respect of Licensed Products over any License Agreement for BD Player (Transportation Vehicle) Manufacturer entered into between Licensee and Licensing Company (a “Corresponding BD Agreement”). Notwithstanding the foregoing, if this License Agreement has been entered into on or before September 30, 2017 and licenses have been obtained pursuant to a Corresponding BD Agreement for any Shipments prior to July 1, 2017 of UHD Players (Transportation Vehicle) reported as BD Players (Transportation Vehicle), then the scope of the licenses granted shall be deemed to be the same as if such licenses were granted pursuant to this License Agreement.
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B EFFECT OF CORRESPONDING BD AGREEMENT. This Past Use Agreement shall dominate and control in respect of UHD-PC Drives over any Past Use Agreement for BD-Playback Drive, BD-Recorder Drive, and/or BD-Combination Drive Manufacturer and Brand Owner entered into between Manufacturer, Brand Owner, and Licensing Company (a “Corresponding BD Agreement”). Notwithstanding the foregoing, if this Past Use Agreement has been entered into on or before September 30, 2017 and Releases have been obtained pursuant to a Corresponding BD Agreement for any Shipments prior to July 1, 2017 of UHD-Playback Drives reported as BD-Playback Drives, and/or UHD-Playback/BD-Recorder Combination Drives reported as BD-Combination Drives or BD-Recorder Drives, then the scope of the Releases granted shall be deemed to be the same as if such Releases were obtained pursuant to this Past Use Agreement.
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B EFFECT OF CORRESPONDING BD AGREEMENT. This License Agreement shall dominate and control in respect of Aftermarket UHD Drives bundled with UHD-PC Software over any License Agreement for Manufacturer of Aftermarket BD Drive Bundled with BD-PC Software entered into between Manufacturer and Licensing Company (a “Corresponding BD Agreement”). Notwithstanding the foregoing, if this License Agreement has been entered into on or before September 30, 2017 and any Sales or Shipments prior to July 1, 2017 of Aftermarket Drives bundled with UHD-PC Software that has been reported under the Corresponding BD Agreement as Aftermarket BD Drives bundled with BD- PC Software with comparable royalty rate to that applicable to Aftermarket UHD Drives bundled with UHD-PC Software, then the scope of the licenses granted under the Corresponding BD Agreement for such Sales or Shipments of Aftermarket UHD Drives bundled with UHD-PC Software shall be deemed to be the same as if such licenses were obtained pursuant to this License Agreement.
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Related to B EFFECT OF CORRESPONDING BD AGREEMENT

  • Authorization and Effect of Agreement Seller and the Company have all requisite right, corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which either is a party and to perform their respective obligations hereunder and under any such Ancillary Agreements and to consummate the transactions contemplated hereby and thereby, including the Merger. The execution and delivery of this Agreement and the Ancillary Agreements to which either is or is proposed to be a party by Seller and the Company and the performance by Seller and the Company of its obligations hereunder and thereunder, as the case may be, and the consummation of the transactions contemplated hereby and thereby, as the case may be, have been duly authorized and no other corporate action on the part of Seller or the Company is necessary to authorize the execution and delivery of this Agreement and the Ancillary Agreements to which it is or is proposed to be a party or the consummation of the transactions contemplated hereby or thereby, other than the filing of the Certificate of Merger. This Agreement has been duly and validly executed and delivered by Seller and constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally.

  • Effect of Supplemental Agreements Upon the execution of any supplemental agreement under this Article, this Agreement shall be modified in accordance therewith, and such supplemental agreement shall form a part of this Agreement for all purposes; and every Holder of Certificates theretofore or thereafter authenticated, executed on behalf of the Holders and delivered hereunder, shall be bound thereby.

  • Execution and Effect of Agreement Buyer has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder, and the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and the performance of Buyer’s obligations hereunder have been duly authorized by all necessary corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid and binding obligation of Buyer, enforceable against it in accordance with its terms, subject to the Enforceability Exceptions.

  • Authorization; Validity and Effect of Agreement The Company has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the Merger. The execution and delivery of this Agreement by the Company and the performance by the Company of its obligations hereunder and the consummation of the Merger have been duly authorized by its board of directors and shareholders and all other necessary company action on the part of the Company and no other company proceedings on the part of the Company are necessary to authorize this Agreement and the Merger. This Agreement has been duly and validly executed and delivered by the Company and, assuming that it has been duly authorized, executed and delivered by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

  • Authorization, Validity and Effect of Agreements Each of Purchaser ------------------------------------------------ and Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Documents and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Documents and the consummation by Purchaser and Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by the respective boards of directors of Purchaser and Merger Sub and by Purchaser as the sole stockholder of Merger Sub and no other corporate proceedings on the part of Purchaser or Merger Sub are necessary to authorize this Agreement and the Ancillary Documents or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and any Ancillary Documents at the time of execution will have been, duly and validly executed and delivered by Purchaser and Merger Sub, and (assuming this Agreement and such Ancillary Documents each constitutes a valid and binding obligation of the Company) constitutes and will constitute the valid and binding obligations of each of Purchaser and Merger Sub, enforceable in accordance with their respective terms.

  • Revocation and Effect of Consents, Waivers and Actions Until an amendment, waiver or other action by Holders becomes effective, a consent thereto by a Holder of a Security hereunder is a continuing consent by the Holder and every subsequent Holder of that Security or portion of the Security that evidences the same obligation as the consenting Holder's Security, even if notation of the consent, waiver or action is not made on the Security. However, any such Holder or subsequent Holder may revoke the consent, waiver or action as to such Holder's Security or portion of the Security if the Trustee receives the notice of revocation before the date the amendment, waiver or action becomes effective. After an amendment, waiver or action becomes effective, it shall bind every Securityholder.

  • Revocation and Effect of Consents and Waivers A consent to an amendment or a waiver by a Holder of a Security shall bind the Holder and every subsequent Holder of that Security or portion of the Security that evidences the same debt as the consenting Holder's Security, even if notation of the consent or waiver is not made on the Security. However, any such Holder or subsequent Holder may revoke the consent or waiver as to such Holder's Security or portion of the Security if the Trustee receives the notice of revocation before the date the amendment or waiver becomes effective. After an amendment or waiver becomes effective, it shall bind every Securityholder. An amendment or waiver becomes effective upon the execution of such amendment or waiver by the Trustee. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Securityholders entitled to give their consent or take any other action described above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Securityholders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date.

  • Amendments to Servicing Agreements, Modification of Standard Provisions (a) Subject to the prior written consent of the Trustee pursuant to Section 3.07(b), the Master Servicer from time to time may, to the extent permitted by the applicable Servicing Agreement, make such modifications and amendments to such Servicing Agreement as the Master Servicer deems necessary or appropriate to confirm or carry out more fully the intent and purpose of such Servicing Agreement and the duties, responsibilities and obligations to be performed by the Servicer thereunder. Such modifications may only be made if they are consistent with the REMIC Provisions, as evidenced by an Opinion of Counsel. Prior to the issuance of any modification or amendment, the Master Servicer shall deliver to the Trustee such Opinion of Counsel and an Officer's Certificate setting forth (i) the provision that is to be modified or amended, (ii) the modification or amendment that the Master Servicer desires to issue and (iii) the reason or reasons for such proposed amendment or modification.

  • Revocation and Effect of Consent Until an amendment or waiver becomes effective, a consent to it by a Holder is a continuing consent by the Holder and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the Note of the consenting Holder, even if notation of the consent is not made on any Note. However, any such Holder or subsequent Holder may revoke the consent as to its Note or portion of its Note. Such revocation shall be effective only if the Trustee receives the notice of revocation before the date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver shall become effective on receipt by the Trustee of written consents from the Holders of the requisite percentage in principal amount of the outstanding Notes. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement or waiver. If a record date is fixed, then, notwithstanding the last two sentences of the immediately preceding paragraph, those persons who were Holders at such record date (or their duly designated proxies) and only those persons shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 90 days after such record date.

  • Reference to and Effect Upon the Credit Agreement (a) Except as specifically amended above, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.

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