Majority Owned Subsidiaries Sample Clauses

Majority Owned Subsidiaries. Licensee shall have the right to sublicense its rights under Section 2.1 (Development and Documentation License), 2.2 (Distribution) and 2.3 (c) (Trademark License) above to its Majority Owned Subsidiaries, provided that (i) Licensee notifies PalmSource in writing in advance, (ii) Licensee also licenses its own significant technology and intellectual property rights to such Majority Owned Subsidiary in such sublicense, (iii) Licensee applies the same level of protection to PalmSource’s technology and intellectual property as it applies to Licensee’s own technology and intellectual property (in addition to the protections required under this Agreement, including without limitation Sections 10 (Proprietary Rights) and 13 (Confidentiality)), (iv) Licensee does not provide access to or grant any rights to any PS Source Code or PS Source Code Documentation, (v) a reasonable per unit minimum royalty will apply to all Licensee Products and Stand-alone Products of the Majority Owned Subsidiary which shall be mutually agreed in writing by PalmSource and Licensee prior to any such sublicense, (vi) all products sublicensed to such Majority Owned Subsidiary must be branded or co-branded with the trademarks of Licensee (in at least the same manner as set forth in Section 2.4(a)(ii) (Private Label Devices) for Private Label Partners), (vii) PalmSource may require additional support and maintenance fees which reasonably reflect the increased support and maintenance that would be required from PalmSource, (viii) the Majority Owned Subsidiary agrees in writing to comply with the terms and conditions of this Agreement, including without limitation providing PalmSource audit rights and other protections set forth in this Agreement as well as the obligation to pay Royalties based on the revenue of such Majority Owned Subsidiary in the same manner as Licensee hereunder, and (ix) royalties paid to PalmSource for sales by the Majority Owned Subsidiary will only count toward Licensee’s Minimum Annual Payment and Initial Royalty Amount in Exhibit D (Licensee Products, Royalties and Fees) on a pro rata basis in proportion to Licensee’s economic interest in the Majority Owned Subsidiary.
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Majority Owned Subsidiaries. Licensee shall have the right to sublicense its rights under Section 2.1 above and its obligations under Section 4 below to its Majority Owned Subsidiaries, provided that (i) Licensee notifies PalmSource in writing in advance, (ii) Licensee also licenses its own significant technology and intellectual property rights to such Majority Owned Subsidiary in such sublicense, (iii) Licensee applies the same level of protection to PalmSource’s technology and intellectual property as it applies to Licensee’s own technology and intellectual property (in addition to the protections required under this Agreement, including without limitation Sections 7 and 10), (iv) Licensee does not provide access to or grant any rights to any Xxxxxx Software Source Code or Xxxxxx Software Source Code Documentation, and (v) the Majority Owned Subsidiary agrees in writing to comply with the terms and conditions of this Agreement, including without limitation providing PalmSource audit rights and other protections set forth in this Agreement.
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Majority Owned Subsidiaries. Collectively, (i) Harrisburg Television, Inc. and (ii) TV Alabama Inc. Maturity Date. August 23, 2011, or such earlier date on which the outstanding Loans hereunder are declared due and payable pursuant to the terms of this Credit Agreement or on which the Total Commitment is terminated. Media Business. Any business involved in the provision and/or distribution of news, information or entertainment content or services supported by advertising and/or subscription-based revenue. Moody's. Xxxxx'x Investors Service, Inc. or any successor rating agency. Multiemployer Plan. Any multiemployer plan within the meaning of ss.3(37) of ERISA maintained or contributed to by any of the Borrowers or any ERISA Affiliate. Net Debt Proceeds. With respect to the issuance of any instruments or other securities evidencing Indebtedness of the Borrower or any of its Subsidiaries that is permitted by this Agreement, the gross amount of cash proceeds received by the Borrower or any of its Subsidiaries in respect of such issuance, less (to the extent applicable and without duplication) reasonable sales and underwriting commissions, investment banking, accounting and legal fees and disbursements, and printing expenses and governmental fees incurred in connection with such issuance and payable by the issuer of such instruments or other securities. Net Disposition Proceeds. One hundred percent (100%) of the cash proceeds from any Sale of assets or other property other than any Sale of assets or other property permitted by ss.7.5(b), less to the extent applicable and without duplication (a) customary and reasonable amounts paid or payable in respect of brokerage fees incurred by the Borrower or any of its Subsidiaries in connection with such Sale, (b) other reasonable transaction costs incurred by the Borrower or any of its Subsidiaries in connection with such Sale, and (c) sales or other gross receipts, income, or property transfer taxes, payable in cash by the Borrower or any of its Subsidiaries relating to such Sale; provided, that Net Disposition Proceeds shall not include the first $500,000 of such proceeds received by the Borrower and its Subsidiaries in any calendar year. If the Borrower or any of its Subsidiaries receives any promissory notes or other instruments as part of the consideration for such Sale or if payment in cash of any portion of the consideration for such Sale is otherwise deferred, Net Disposition Proceeds shall (to the extent such cash payments would constitut...
Sample 1

Related to Majority Owned Subsidiaries

  • Wholly-Owned Subsidiaries Nothing herein shall be construed as preventing the amalgamation or merger of any wholly-owned direct or indirect subsidiary of Parent with or into Parent or the winding-up, liquidation or dissolution of any wholly-owned subsidiary of Parent provided that all of the assets of such subsidiary are transferred to Parent or another wholly-owned direct or indirect subsidiary of Parent and any such transactions are expressly permitted by this Article 10.

  • Wholly Owned Subsidiary As to Borrower, any Subsidiary of Borrower that is directly or indirectly owned 100% by Borrower.

  • Financial Attributes of Non-Wholly Owned Subsidiaries When determining the Applicable Margin and compliance by the Borrower with any financial covenant contained in any of the Loan Documents, only the Ownership Share of the Borrower of the financial attributes of a Subsidiary that is not a Wholly Owned Subsidiary shall be included when including financial information from a Subsidiary that is not a Wholly Owned Subsidiary.

  • Equity Ownership; Subsidiaries All issued and outstanding Capital Securities of each Loan Party are duly authorized and validly issued, fully paid, non-assessable, and (except with respect to the Company) free and clear of all Liens, and such securities were issued in compliance with all applicable state and federal laws concerning the issuance of securities. Schedule 9.8 sets forth the authorized Capital Securities of each Loan Party as of the Closing Date. All of the issued and outstanding Capital Securities of each Wholly-Owned Subsidiary is, directly or indirectly, owned by the Company and is set forth on Schedule 9.8. Except for certain Dormant Entities, the Company has no Subsidiaries that are not Wholly-Owned Subsidiaries. As of the Closing Date, except as set forth on Schedule 9.8, there are no pre-emptive or other outstanding rights, options, warrants, conversion rights or other similar agreements or understandings for the purchase or acquisition of any Capital Securities of any Loan Party.

  • Ownership; Subsidiaries All Equity Interests in the Credit Parties are owned as set forth in Schedule 4.6. Borrower has no Subsidiaries other than as set forth in Schedule 4.6. Except as has been disclosed to the Lender in Schedule 4.6, there are no outstanding subscription agreements, membership interest or share purchase agreements, warrants, or options for any Equity Interests in Borrower. Allseas and Phoenix are, directly or indirectly, wholly-owned subsidiaries of Holding Company and Affiliates of Borrower.

  • Subsidiaries All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

  • Excluded Subsidiaries The Borrower shall have the right, at any time with prior written notice to the Agent, to (i) designate any Subsidiary as an Excluded Subsidiary in accordance with the requirements of such definition or (ii) remove any Subsidiary from being an Excluded Subsidiary; provided that with respect to any Subsidiary, after the second designation of such Subsidiary as a Non-Excluded Subsidiary from an Excluded Subsidiary, such Subsidiary may not be re-designated as an Excluded Subsidiary at a later date.

  • Organization; Subsidiaries (a) Company and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority, and all requisite qualifications to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect (as defined in Section 8.3) on Company.

  • Certain Subsidiaries Unless pursuant to Indebtedness which is authorized pursuant to this Agreement, the Borrower will not, and the Subsidiaries of the Borrower will not, permit any creditor of a Project Finance Subsidiary to have recourse to the Borrower or any Subsidiary of the Borrower (other than such Project Finance Subsidiary) or any of their assets (other than (i) the stock or similar equity interest of the applicable Subsidiary or any Subsidiary which is an entity whose sole purpose and extent of business activities is to own the stock or similar equity interest of a Project Finance Subsidiary and (ii) with respect to a Permitted Derivative Obligation) other than recourse under Long-Term Guaranties.

  • Due Incorporation; Subsidiaries (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland, with full corporate power and authority to own, lease and operate its properties and conduct its business as described in the Registration Statement, the Disclosure Package and the Prospectus and to issue, sell and deliver the Shares as contemplated herein.

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