Former Affiliates Sample Clauses

Former Affiliates. All rights and licenses granted to any Affiliate of Licensee shall remain in force only for so long as such entity meets all requirements of an Affiliate as defined under Section 1.1.
Former Affiliates. 22 3.6 Changes in amount of Services; Cooperation..................23 3.7
Former Affiliates. Each of the Former Affiliates severally and not jointly represents, warrants and covenants to RPII and SERP as follows and acknowledges that RPII and SERP are relying upon such representations, warranties and covenants in connection with the consummation of the transactions contemplated by the Cessation Agreement and the Asset Purchase Agreement:
Former Affiliates. In the event that any Affiliate of [OMITTED] or ------------------ any portion of the business or operations thereof undergoes a change in control (a "Former Affiliate") Licensor will continue to provide such Former Affiliate the license and services described in this Agreement for a period of twelve (12) months following such change in control, and after such twelve (12) month period, Licensor will offer to provide such Former Affiliate a license to use the Software and to provide to such Former Affiliate all related services and all other rights and protections on the same terms and conditions as provided to such Former Affiliate under this Agreement prior to any such change in control. In the event that a Former Affiliate receives a license from Licensor pursuant to this Section (13.7), [OMITTED] will receive a reduction in its License Fees and Maintenance Fees proportionate to its reduced usage of Software Products and Maintenance Services.
Former Affiliates. If an Affiliate of Franklin ceases to be an Affiliate after the Closing Date and such Affiliate holds any Franklin Patents, all licenses granted under this Agreement shall continue for the Cooperation Period notwithstanding such change in the status of such Affiliate.
Former Affiliates. In the event that SK relinquishes Control of an SK Affiliate or business unit after the Effective Date such that the entity is no longer a part of SK or an SK Affiliate (such entity a "Former Affiliate"), then upon SK's request, EDS shall continue to provide the Services to such SK Affiliate or business unit after the date such entity becomes a Former Affiliate for the duration of the Term without any adjustment to pricing under this Agreement (except for any demonstrable additional costs that EDS shall incur, if any, in order to provide the Services to a Former Affiliate); provided, however, that the Former Affiliate agrees in writing to abide by the terms and conditions of the Agreement. SK agrees to provide EDS with notice of any such relinquishment as soon as practicable. SK shall (1) remain the single point-of-contact with EDS with respect to those Services provided to a Former Affiliate, and, (ii) remain obligated to perform its payment obligations under the Agreement with respect to those Services provided to a Former Affiliate. For purposes of the Agreement, Services provided to a Former Affiliate shall be deemed to be Services provided to SK. If at anytime SK requests that EDS enter into a direct agreement with the Former Affiliate and relieve SK of the foregoing continuing obligations with respect to such Former Affiliate, EDS agrees to negotiate with such Former Affiliate in good faith for the services provided.

Related to Former Affiliates

  • Affiliates The Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transaction.

  • Company Affiliates No later than five (5) business days after the date of this Agreement, the Company shall deliver to the Purchaser a list of names and addresses of those persons who were, in the Company’s reasonable judgment, on such date, affiliates (within the meaning of Rule 145 of the rules and regulations promulgated under the Securities Act (each such person being, a “Company Affiliate”)) of the Company. The Company shall provide the Purchaser with such information and documents as the Purchaser shall reasonably request for purposes of reviewing such list. The Company shall use its reasonable best efforts to deliver or cause to be delivered to the Purchaser, prior to the Initial Expiration Date, an affiliate letter in the form attached hereto as Exhibit B, executed by each of the Company Affiliates identified in the foregoing list and any person who shall, to the knowledge of the Company, have become a Company Affiliate subsequent to the delivery of such list. Notwithstanding anything in this Agreement to the contrary, the Purchaser shall not be required to maintain the effectiveness of the Registration Statement for the purpose of resale by Company Affiliates of shares of Purchaser Common Stock.

  • Related Entities Notwithstanding anything to the contrary contained in this Section 14, so long as Tenant delivers to Landlord (1) at least fifteen (15) business days prior written notice of its intention to Transfer the Premises to any Related Entity, which notice shall set forth the name of the Related Entity, (2) a copy of the proposed agreement pursuant to which such Transfer shall be effectuated, and (3) such other information concerning the Related Entity as Landlord may reasonably require, including without limitation, information regarding any change in the proposed use of any portion of the Premises and any financial information with respect to such Related Entity, and so long as (i) any change in the proposed use of the subject portion of the Premises is in conformance with the uses permitted to be made under this Lease and do not involve the use or storage of any Hazardous Materials except as otherwise expressly permitted under Section 29 of this Lease, and (ii) at the time of the proposed assignment or sublease, the net profits and financial condition of the Related Entity is reasonably adequate and sufficient in relation to the then remaining obligations of Tenant under this Lease, then Tenant may effect a Transfer (X) to any Related Entity, or (Y) in connection with any merger, consolidation or sale of substantially all of the assets of Tenant, a sale of all or substantially all of the stock of Tenant, or a public offering of all of Tenant's stock without having to obtain the prior written consent of Landlord thereto. For purposes of this Lease the term "Related Entity" shall mean and refer to any corporation or entity which controls, is controlled by or is under common control with Tenant, as all of such terms are customarily used in the industry.

  • Affiliated Entities As used in Sections 6, 7 and 8 of this Agreement, "COMPANY" shall include the Company and each corporation, limited liability company, partnership, or other entity that is controlled by the Company, or is under common control with the Company (in each case "control" meaning the direct or indirect ownership of 50% or more of all outstanding equity interests).

  • Transfer to Affiliates For the avoidance of doubt, transfer of employment among the Company and any of its Affiliates shall not constitute a termination of employment for purposes of this Award.

  • Affiliates and Subsidiaries Borrower's affiliates and subsidiaries (those entities in which Borrower has either a controlling interest or at least a 25% ownership interest) and their addresses, and the names of Borrower's principal shareholders, are as provided on a schedule delivered to Bank on or before the date of this Agreement.

  • Subsidiaries and Affiliates The Sub-Advisor may perform any or all of the services contemplated by this Agreement directly or through such of its subsidiaries or other affiliated persons as the Sub-Advisor shall determine; provided, however, that performance of such services through such subsidiaries or other affiliated persons shall have been approved by the Trust to the extent required pursuant to the 1940 Act and rules thereunder.

  • Subsidiaries and Affiliates of Borrower To the extent the context of any provisions of this Agreement makes it appropriate, including without limitation any representation, warranty or covenant, the word "Borrower" as used herein shall include all subsidiaries and affiliates of Borrower. Notwithstanding the foregoing however, under no circumstances shall this Agreement be construed to require Lender to make any Loan or other financial accommodation to any subsidiary or affiliate of Borrower.

  • Entities If the undersigned is not an individual but an entity, the individual signing on behalf of such entity and the entity jointly and severally agree and certify that: