By Qualcomm Sample Clauses
By Qualcomm. In addition to the termination provisions and rights set forth in the Agreement, Buyer’s failure to confirm in writing its agreement to either (i) resume taking all outstanding deliveries of the New Products as set forth in the Fifth Revised Delivery Schedule, (ii) timely selection of Option A, or Option B, or (iii) Buyer’s failure to comply with the terms of this Agreement, including (a) failure to make timely payments for all outstanding invoices, (b) failure to make timely payments for all New Products and parts or components purchased by Qualcomm in support of the current delivery schedule in inventory or committed to by Qualcomm with suppliers that cannot be canceled at the time of termination, or (c), failure to enter into a License Agreement for a third party manufacturer within ninety (90) days of Agreement termination, shall constitute a material default under this Agreement and Qualcomm shall deliver written notice of its intent to terminate for breach. If a material default is not cured within thirty (30) calendar days after the date of notice, or if Qualcomm, in its sole discretion, determines it cannot support resumption of the delivery schedule due to resource availability, costs or any other business reason, Qualcomm shall have the right to (1) terminate the Agreement, and (2) cancel any undelivered portions of the Purchase Order for New Products, subject to all termination rights set forth in the Agreement, including but not limited to Termination Charges defined in Section 1, and Sections 3.3 and 16 of the Supply Terms and other termination fees set forth in Section 20.1, as amended in Amendment No. 5 and (3) immediately terminate the Master Ordering Agreement, including all Task Orders for Hotline/Help Desk Support unless earlier terminated by the parties, upon written notice to Buyer.
By Qualcomm. Qualcomm hereby represents and warrants to Broadcom as follows:
(a) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇: (i) is a duly organized corporation in good standing under the laws of the State of Delaware; (ii) has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby; and (iii) will ensure that all of its Subsidiaries comply with this Agreement;
(b) the execution and delivery of this Agreement have been duly authorized by all requisite corporate action on the part of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇;
(c) no payment of consideration to any Third Party is required for the releases and covenants not to Assert granted with respect to (i) any Qualcomm Patent owned by Qualcomm or any of its Subsidiaries as of the Effective Date, or (ii) any Qualcomm Patent containing Essential Patent Claims that is owned by Qualcomm (or any Subsidiary of Qualcomm) as of the Effective Date or that Qualcomm (or any Subsidiary of Qualcomm) has, as of the Effective Date, the right to grant a non-Assert covenant to Broadcom as set forth herein;
(d) Qualcomm has no Affiliate (other than its Subsidiaries) that owns or controls any Patents as of the Effective Date;
(e) neither Qualcomm nor any of its Subsidiaries has entered into any agreement or arrangement as of the Effective Date under which it has assigned or otherwise transferred Patents to a Third Party for the enforcement or licensing of such Patents at the direction or for the benefit of Qualcomm or any of its Subsidiaries;
(f) neither Qualcomm nor any of its Subsidiaries has assigned or otherwise transferred to any Third Party any causes of action, damages, or other remedies against Broadcom or any of its Subsidiaries in the U.S. Litigation;
(g) the Qualcomm Patents include all Patents that have ever been Asserted in Litigation by Qualcomm against Broadcom or any of its Subsidiaries; and
(h) neither Qualcomm nor any of its Subsidiaries has assigned or otherwise transferred its rights to any Patents in the six (6) month period prior to the Effective Date which would otherwise qualify as Qualcomm Patents in the absence of such assignment or transfer.
By Qualcomm. Qualcomm hereby represents and warrants to Broadcom as follows: