By Xxxx. XXXX hereby appoints HBIO, and HBIO accepts such appointment, to be XXXX’x exclusive, independent, worldwide distributor for the resale of XXXX’x products that relate to any of HBIO’s business activities it conducts from time to time for all applications outside the XXXX Business, subject to the terms of any Third Party distribution agreements in effect on the Separation Date (as defined in the Separation and Distribution Agreement), and subject further to the non-competition covenants contained in Article IX of the Intellectual Property Matters Agreement.
By Xxxx. An employee working at more than one work site shall have one management employee designated as his/her primary evaluator. The site administrator(s) at the other site(s) to which he/she is assigned may provide input to the primary evaluator.
By Xxxx. This Agreement and/or all then-current License and Support Subscriptions and Professional Services orders shall automatically terminate or expire as set forth herein and may be terminated by Xxxx if Customer is in breach of a term hereof and fails to cure such breach within thirty (30) days after written notice of such breach has been given.
By Xxxx. Xxxx hereby represents, warrants and covenants as follows:
(a) Xxxx is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware.
(b) The execution, delivery and performance of this Agreement by Xxxx (i) are within its corporate power, (ii) have been duly authorized by all necessary corporate action on Xxxx’x part, and (iii) do not and shall not contravene or constitute a default under any law or regulation, any judgment, decree or order, or any contract, agreement or other undertaking applicable to Xxxx or the Licensed IP.
(c) Xxxx has the full right and authority to grant the rights and licenses granted to Intuitive in Section 2.1 herein. Without limiting the foregoing, as of the Effective Date, (i) Xxxx does not own, have a license to or otherwise control (and did not at any time own, have a license to or otherwise control) any FOSSL Technology (or any patent rights and other intellectual property rights therein) that cannot be fully licensed to Intuitive under the terms and conditions of this Agreement, and (ii) Xxxx has not granted any right, license, or interest in, to or under the Licensed IP inconsistent with the rights and licenses granted to Intuitive in this Agreement.
(d) Xxxx has the full right and authority to agree to the modifications and clarifications to the Intuitive-Xxxx Agreement as provided by Sections 2.2(b), 2.2 (f) and 2.2(g) of this Agreement.
(e) To the best of Xxxx’x knowledge as of the Effective Date, except for the Litigation and the Chapter 11 Case, there are no actions, suits, investigations, claims or proceedings pending or threatened against Xxxx relating to the Licensed IP and appropriate notices of the Amended Plan and Confirmation Order have been served timely by Xxxx on any person or entity who might possibly have any such claim.
(f) As of the Effective Date, Xxxx has obtained all consents from third parties required to sublicense to Intuitive the rights licensed to Xxxx under the agreements listed on Exhibit D hereto.
By Xxxx. Xxxx agrees to indemnify and hold Customer harmless from and against any and all losses, expenses, damages or liabilities (including any and all attorneys’ and expert witness fees and court costs), that Customer may incur as a result of all claims, suits, actions or proceedings arising out of or relating to a breach of the Agreement by Xxxx. Xxxx will indemnify Customer for any actual damages incurred by Customer as a result of third party product liability claims provided that such damages are: (a) directly and solely related to Tyfo Products sold by Xxxx to Customer (and not the installation of such Tyfo Products); and (b) incurred within one (1) year of the sale of such Tyfo Products.
By Xxxx if Buyer has committed a material breach of any representation, warranty or covenant of Buyer in this Agreement and such breach is either not capable of being cured or if Buyer has failed to cure such breach within 30 days after written notice thereof from Xxxx;
By Xxxx upon written notice to Buyer, if the transactions contemplated by this Agreement have not been consummated on or prior to the Outside Termination Date as a result of the failure of Buyer to satisfy the condition in Section 9.3(d) (unless such failure results from Sellers' breach of Section 7.24); or
By Xxxx. This Agreement may be terminated by XXXX at its option and without prejudice to any other remedy to which it may be entitled at law, in equity, or otherwise under this Agreement, in the event of any of the following circumstances:
By Xxxx. Com upon [**] prior written notice in the event of a violation by FiveCom of Section 15 which violation remains uncured during said [**];
By Xxxx. Xxxx hereby represents, warrants and covenants as follows:
(a) Xxxx is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware.
(b) The execution, delivery and performance of this Agreement by Xxxx (i) are within its corporate power, (ii) have been duly authorized by all necessary corporate action on Xxxx’x part, and (iii) do not and shall not contravene or constitute a default under any law or regulation, any judgment, decree or order, or any contract, agreement or other undertaking applicable to Xxxx or the Licensed IP.
(c) Xxxx has the full right and authority to grant the rights and licenses granted to Xxxxxx in Section 2.1 herein. Without limiting the foregoing, as of the Effective Date, (i) Xxxx does not own, have a license to or otherwise control (and did not at any time own, have a license to or otherwise control) any FOSSL Technology (or any patent rights and other intellectual property rights therein) that cannot be fully licensed to Xxxxxx under the terms and conditions of this Agreement (within the full scope of the license grants to Xxxxxx hereunder), and (ii) Xxxx has not granted any right, license, or interest in, to or under the Licensed IP inconsistent with the rights and licenses granted to Xxxxxx in this Agreement (other than under the Intuitive-Xxxx Agreement, without limiting Section 2.3(b)).
(d) To the best of Xxxx’x knowledge as of the Effective Date, except for the Litigation and the Chapter 11 Case, there are no actions, suits, investigations, claims or proceedings pending or threatened against Xxxx relating to the Licensed IP and appropriate notices of the Amended Plan and Confirmation Order have been served timely by Xxxx on any person or entity who might possibly have any such claim.
(e) With the exception of Xxxx’x work with Intuitive, Xxxx has not disclosed or made any use of any of the Xxxxxx-Xxxx Agreement IP in connection with work for or with any customers, clients, business partners, or any other third party other than Xxxxxx in the Medical Robotics Field.
(f) As of the Effective Date, Xxxx has obtained all consents from third parties required to sublicense to Xxxxxx hereunder the rights licensed to Xxxx under the agreements listed on Exhibit D hereto.
(g) Xxxx has the full right and authority to agree to the modifications and clarifications to the Intuitive-Xxxx Agreement as provided by Section 2.3(b) of this Agreement.
(h) Aside from the Intuitive-Xxxx Agreement and th...
