Incorporation of Certain Terms from the Master Agreement Sample Clauses

Incorporation of Certain Terms from the Master Agreement. The following Sections of the Master Agreement are hereby incorporated in this Development Agreement by reference and made a part hereof: 1 (“Definitions”); 9 (“Payments”); 11 (“Confidentiality”); 12 (“Representations and Warranties”); 13 (“Indemnification”); 14 (“Limitations of Liability”); 15 (“Project Management and Dispute Resolution”); and 17 (“Miscellaneous”). IN WITNESS WHEREOF, the parties have caused this Development Agreement to be executed by its duly authorized representatives and delivered in duplicate originals as of the date first above written. XXXXX CORPORATION By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: CFO ARCSOFT, INC. By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: SVP 35 ArcSoft/Xxxxx Confidential Development Agreement Exhibit C Core Technology License Agreement ArcSoft/Xxxxx Confidential Core Technology License Agreement CORE TECHNOLOGY LICENSE AGREEMENT This CORE TECHNOLOGY LICENSE AGREEMENT (“License Agreement”), executed on March 31, 2004 and effective as of the Effective Date, is made by and between Xxxxx Corporation, a Delaware corporation with its principal place of business at 0000 Xxxxx Xxxx, Sunnyvale, California 94086 (“Xxxxx”), and ArcSoft, Inc., a California corporation with its principal place of business at 00000 Xxxxxxx Xxxxxxxxx, Xxxxxxx, Xxxxxxxxxx 00000 (“ArcSoft”).
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Incorporation of Certain Terms from the Master Agreement. The following Sections of the Master Agreement are hereby incorporated in this Equipment Transfer Agreement by reference and made a part hereof: 1 (“Definitions”); 9 (“Payments”); 11 (“Confidentiality”); 12 (“Representations and Warranties”); 13 (“Indemnification”); 14 (“Limitations of Liability”); 15 (“Project Management and Dispute Resolution”); and 17 (“Miscellaneous”). IN WITNESS WHEREOF, the parties have caused this Equipment Transfer Agreement to be executed by its duly authorized representatives and delivered in duplicate originals as of the date first above written. XXXXX CORPORATION By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: CFO ARCSOFT, INC. By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: SVP ArcSoft/Xxxxx Confidential Equipment Transfer Agreement Exhibit F Form of Convertible Promissory Note THIS CONVERTIBLE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT. CONVERTIBLE PROMISSORY NOTE $2,000,000 April 15, 2004 ArcSoft, Inc., a California corporation (the “Company”), for value received, hereby promises to pay to the order of Xxxxx Corporation (the “Holder”), the principal sum of Two Million Dollars ($2,000,000), with interest as provided below.

Related to Incorporation of Certain Terms from the Master Agreement

  • Definition of Certain Terms For purposes of this Agreement, (a) “business day” means any day on which the New York Stock Exchange, Inc. is open for trading and (b) “subsidiary” has the meaning set forth in Rule 405 of the Rules and Regulations.

  • Construction of Certain Terms and Phrases Unless the context of this Agreement otherwise requires: (a) words of any gender include each other gender; (b) words using the singular or plural number also include the plural or singular number, respectively; (c) the terms "hereof," "herein," "hereby" and derivative or similar words refer to this entire Agreement; (d) the terms "

  • Construction of certain terms In this Agreement:

  • Definitions of Certain Terms The terms "interested person" and "affiliated person," when used in this Agreement, shall have the respective meanings specified in the 1940 Act and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission.

  • Use of Certain Terms As used in this Agreement, the words “herein,” “hereof,” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular paragraph, subparagraph, section, subsection, or other subdivision. Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa.

  • Definition of Certain Terms Used Herein As used herein, the following terms shall have the following meanings:

  • Definitions of Certain Terms Used Herein As used in this Security Agreement, in addition to the terms defined in the Preliminary Statement, the following terms shall have the following meanings:

  • Meaning of Certain Terms Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan. The following terms have the following meanings:

  • Survival of Certain Terms All definitions and the provisions of Sections 2-6, 8, 10 and 11 shall survive the termination or expiration of this Agreement for any reason. All other rights and obligations of the parties shall cease upon termination of this Agreement; provided however, the terms of the Customer Agreements shall survive in accordance with their own terms.

  • Meanings of Certain Terms For the purposes of this Agreement, the Fund’s “net assets” shall be determined as provided in the Fund’s then-current Prospectus and Statement of Additional Information and the terms “assignment,” “interested person,” and “majority of the outstanding voting securities” shall have the meanings given to them by Section 2(a) of the 1940 Act, subject to such exemptions as may be granted by the SEC by any rule, regulation or order.

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