Divested Businesses. In the event a Party divests a line of business or line of products or services by (a) spinning off a member of its Group by its sale or other disposition to a Third Party, (b) reducing ownership or control in a member of its Group so that it no longer qualifiers as a member of its Group under this Agreement, (c) selling or otherwise transferring such line of business, products or services to a Third Party or (d) forming a joint venture with a Third Party with respect to such line of business, products or services (each such divested entity or line of business, products or services, a “Divested Entity”), the Divested Entity shall retain those licenses granted to it under this Agreement, provided that the license shall be limited to the business, products or services (as applicable) of the Divested Entity as of the date of divestment and such natural development thereof within the Nuance Field of Use (where Nuance is the divesting Party) or SpinCo Field of Use (where SpinCo is the divesting party). The retention of any license grants are subject to the Divested Entity’s and, in the event it is acquired by a Third Party, such Third Party’s execution and delivery to the non-transferring Party, within 90 days of the effective date of such divestment, of a duly authorized, written undertaking, agreeing to be bound by the applicable terms of this Agreement. For the avoidance of doubt, (i) in no event will the licenses retained by a Divested Entity extend to products, services or other activities of a Third Party acquirer existing on or before the date of the divestment, except to the extent that they were licensed under the terms of this Agreement prior to such divestment, and (ii) in the event that a Divested Entity owns any Intellectual Property Rights licensed to the other Party under this Agreement, such Intellectual Property Rights may be transferred or assignment with such Divested Entity subject to the terms and conditions this Agreement.
Divested Businesses. In the event a Party divests a business by (a) spinning off a member of its Group by its sale or other disposition to a third party, (b) reducing ownership or control in a member of its Group so that it no longer qualifiers as a member of its Group under this Agreement or (c) selling or otherwise transferring a line of business to a third party (each such divested entity/line of business, a “Divested Entity”), the Divested Entity shall retain those licenses granted to it under this Agreement provided that the license shall be limited to the business of the Divested Entity as of the date of divestment and the natural development thereof. The retention of any license grants are subject to the Divested Entity’s and, in the event it is acquired by a third party, such third party’s execution and delivery to the non-transferring Party, within 90 days of the effective date of such divestment, of a duly authorized, written undertaking, agreeing to be bound by the applicable terms of this Agreement. For the avoidance of doubt, in no event will the licenses retained by a Divested Entity extend to products, product lines, services, apparatus, devices, systems, components, hardware, software, processes, solutions, any combination of the foregoing, or other offerings of a third party acquirer existing on or before the date of the divestment, except to the extent that they were licensed under the terms of this Agreement prior to such divestment.
Divested Businesses. In the event a Party divests a business by (a) spinning off a member of its Group by its sale or other disposition to a third party or (b) reducing ownership or control in a member of its Group so that it no longer qualifiers as a member of its Group under this Agreement (each such divested entity, a “Divested Entity”), the Divested Entity shall retain those licenses granted to it under this Agreement; provided that the license shall be limited to the business of the Divested Entity as of the date of divestment and the natural or reasonable extensions and evolutions thereof. The retention of any license rights herein is not subject to the consent of the other Party, but is subject to the Divested Entity’s delivery to the non-retaining Party, within 90 days of the effective date of such divestment, of a duly authorized, written undertaking, agreeing to be bound by the applicable terms of this Agreement.
Divested Businesses. In the event a Party divests a business by selling or otherwise transferring a line of business to a third party, the licenses granted to the divested entity/line of business shall terminate as of the date the divested entity/line of business is divested.
Divested Businesses. In the event a Party divests a business by (a) spinning off a member of its Group by its sale or other disposition to a third party, (b) reducing ownership or control in a member of its Group so that it no longer qualifies as a member of its Group under this Agreement, or (c) selling or otherwise transferring a line of business to a third party, and provided that (1) the divested entity/line of business is maintained as a separate corporate entity or the entity/line of business is merged with the acquiring entity but maintained as a separately identifiable line of business, and (2) the divested entity/line of business includes at least one marketable product or service in a product or service line and tangible assets having a net value of at least $25,000,000; (each such divested entity/line of business, a “Divested Entity”), the Divested Entity shall retain those licenses granted to it under this Agreement provided that the license granted shall be limited in the 12 months immediately following such divestiture to a volume of licensed products or services having an aggregate selling price equal to no more than the aggregate selling prices of such products or services by said Divested Entity in the 12 months preceding such divestiture plus 10%; and shall be limited, in each of the successive 12-month periods following such transfer or spin off, to a volume of licensed products or services having an aggregate selling price equal to no more than the limit for the immediately preceding 12-month period plus 10%. The retention of any license grants are subject to the Divested Entity’s and, in the event it is acquired by a third party, such third party’s execution and delivery to the non-transferring Party, within 90 days of the effective date of such assignment, of a duly authorized, written undertaking, agreeing to be bound by the applicable terms of this Agreement. For the avoidance of doubt, in no event shall any license retained by a former entity/line of business (as the case may be) by virtue of the divestiture of a Divested Entity (i) be broader than the licenses originally conveyed to a Party under the terms of this Agreement, or (ii) apply to any products, product lines, services, apparatus, devices, systems, components, hardware, software, processes, solutions, any combination of the foregoing, or other offerings of any third party acquirer, other than the Conduent Products or the Xerox Products (as the case may be) that were transferred to the former...
Divested Businesses. “Divested Businesses” shall mean those businesses of the Acquired Corporations to be divested pursuant to the Divestiture Agreement.
Divested Businesses. (a) If at any time during the Term (including any Phase-Out Period) applicable to any MSO Party, such MSO Party and/or any of its Controlled Affiliates sells, transfers or otherwise divests (other than to a Restricted Entity) an MSO Divested Business (the date of such sale, transfer or other divestiture, the “MSO Divestiture Date”) in a particular geographic area (it being understood that such geographic area may be a portion of a Market) in such a manner that upon the closing such MSO Party would no longer have the ability to offer MSO Core Services in such geographic area, such MSO Party shall have the right, at its sole and absolute discretion and notwithstanding anything in Section 2.3.5 to the contrary, to permit such MSO Divested Business (or the acquirer thereof) to resell the Wireless Broadband Service to its end users in such geographic area in accordance with the terms of this Agreement in the same manner and to the
Divested Businesses. In the event Licensee divests one or more of its product or service lines, business units, operating divisions or Affiliates (each, a “Divested Business”), the rights, releases, waivers, licenses, covenants and other benefits under this Agreement shall be (i) extended to the Divested Business, without payment of any transfer or other fees or royalties, to enable that Divested Business to continue to benefit from this Agreement to the same extent as prior to
Divested Businesses. In the event Customer divests one or more of its operating divisions or Affiliates, or Customer itself is divested, Customer may [in its sole discretion by written notice to Provider/subject to Provider’s prior written consent, not to be unreasonably withheld or delayed], assign in part or grant sublicenses under this Agreement to each Divested Business to allow each Divested Business to continue to access and use the Services and Documentation to the same extent as prior to the divestiture for the duration of the Term and such additional periods, if any, as Provider is required to perform the Services/a period not to exceed 2 years from the effective date of the divestiture of such Divested Business. Following such divestiture, Customer shall have no obligation or liability for any amounts payable for a Divested Business’s use of the Services or any other performance or nonperformance by any Divested Business, provided that such Divested Business agrees in writing to be liable directly to Provider therefor. Use of the Services by Customer and all Divested Businesses shall be aggregated for the purposes of calculating[ any required minimum use of the Services and all volume-based rates and discounts due Customer and such Divested Businesses hereunder.
Divested Businesses. In the event Customer divests one or more of its operating divisions or Affiliates, or Customer itself is divested, Customer may assign in part or grant sublicenses under this Agreement to each Divested Business to allow each Divested Business to continue to access and use the Services and Documentation to the same extent as prior to the divestiture for a period not to exceed two years from the effective date of the divestiture of such Divested Business. Following such divestiture, Customer shall have no obligation or liability for any amounts payable for a Divested Business’s use of the Services or any other performance or nonperformance by any Divested Business, provided that such Divested Business agrees in writing to be liable directly to Provider therefor. Use of the Services by Customer and all Divested Businesses shall be aggregated for the purposes of calculating any required minimum use of the Services and all volume-based rates and discounts due Customer and such Divested Businesses hereunder.
