Mandatory Laws Clause Samples

Mandatory Laws. Notwithstanding any provision of this Agreement to the contrary, mandatory provisions set forth by the Territory’s law or regulation in the matter of products warranty, liability or indemnity shall govern and apply.

Mandatory Laws. If and to the extent that, as a matter of law in any jurisdiction, ownership, title, or any rights or interest in or to any of the Assigned Intellectual Property cannot be assigned as provided in Section 2.1, (i) the Assignor irrevocably agrees to assign and transfer, and hereby assigns and transfers to the Assignee all rights (including, without limitation, all economic and commercialization rights) that can be assigned pursuant to Section 2.1 to the fullest extent permissible, and (ii) the Assignor irrevocably agrees to grant, and hereby grants, the Assignee an unlimited, exclusive, irrevocable, assignable, transferable, sublicenseable, worldwide, perpetual, royalty-free license to use, exploit and commercialize in any manner now known or in the future discovered and for whatever purpose, any rights to the Assigned Intellectual Property that cannot be assigned as contemplated by Section 2.1.

Mandatory Laws. If and to the extent that, as a matter of law, ownership, title, or any rights or interest in or to any of the CoSense PRC IP Assets cannot be assigned as provided in Section 1.1 (

Mandatory Laws. If and to the extent that, as a matter of Law in any jurisdiction, ownership, title, or any rights or interest in or to any of the Assigned IP cannot be assigned as provided in Section 2.1(b)(i), (A) the Seller irrevocably agrees to (and shall cause the other Seller Parties to) assign and transfer, and the Seller hereby assigns and transfers (and shall cause the other Seller Parties to assign and transfer) to the Purchaser Assignees all rights (including all economic and commercialization rights) that can be assigned pursuant to Section 2.1(b)(i) to the fullest extent permissible, and (B) the Seller hereby grants to the Purchaser Assignees, and hereby agrees to cause the other Seller Parties to grant to the Purchaser Assignees, an unlimited, exclusive, irrevocable, assignable, transferable, sublicenseable, worldwide, perpetual, royalty-free, fully-paid up license to use, exploit, and commercialize in any manner now known or in the future discovered and for whatever purpose, any and all rights to Assigned IP that cannot be assigned as contemplated by Section 2.1(b)(i).

Mandatory Laws. Notwithstanding any provision of this Agreement to the contrary, mandatory provisions set forth by the Territory’s law or regulation in the matter of products warranty, liability or indemnity shall govern and apply. Independent Expert If the Parties disagree on whether the Product(s) are defective products, the Parties shall attempt to resolve such disagreement in a timely manner by jointly nominating an independent and reputable laboratory which shall carry out such analyses with respect to the allegedly defective Product. The results obtained by the laboratory shall be binding upon the Parties and all expenses related to such third party investigation shall be borne by the Party found to have been mistaken as to compliance or non-compliance of the relevant Product(s). Product Recall DKSH shall take all actions reasonably requested by CLIENT or as directed by government authorities or compelled by court order to effect or facilitate the recall of Products in the Territory (“Recall”). CLIENT shall reimburse DKSH for all out-of-pocket costs incurred by DKSH in connection with implementing such Recall (e.g., travel, storage, transportation, administrative and handling fees, destruction and publicity costs) and any other costs or charges agreed by CLIENT in advance. CLIENT shall not be required to reimburse any related costs associated with such Recall to the extent that such Recall is due to the proven gross negligence or intentional misconduct of DKSH. DKSH is entitled to withdraw, subject to CLIENT’s prior written approval which shall not be unreasonably withheld, any of the Products from the market in the Territory, in case new evidence shows unforeseen effects of the relative type of the Products leading to unacceptable risks for DKSH. Term and Termination Term This Agreement shall be effective as of Date(“Effective Date”) and shall be in force for an initial term of three (3) yearsuntil Date ("Initial Term"). Upon the expiry of the Initial Term, this Agreement shall automatically renewedfor consecutive periods ofone (1) year each unless either Party terminates this Agreement at the expiry of the Initial Term or any renewal term by servingat least six (6) months prior written notice to the other Party.

Mandatory Laws. If and to the extent that, by law in which a jurisdiction, property, property right or rights or a share in or to any of the assigned intellectual property is granted, it cannot be awarded as provided for in Section 2.1 (Assigned Intellectual Property (i) Motorola unconditionally agrees to transfer and transfer and transfer to the free rights (including without limitation all economic and commercial rights) that may be transferred and transferred to the free rights scale (including, without limitation, all economic and commercial rights) that may be transferred and transferred for the benefit of all rights that may be transferred and transferred for the benefit of the section 2.1 (Assigned intellectual property) to the greatest extent permissible; and (ii) Motorola irrevocably agrees to grant and hereby grants Freescale unlimited (unless otherwise provided for in the Intellectual Property License Agreement), exclusive, irrevocable, worldwide, permanent, grantable license to use, operate and commercialize in any way that is now or in the future open and for any purpose, all rights in assigned intellectual property , which cannot be provided under section 2.1 (Assigned intellectual property).