Survival of Licenses; Assumption of Rights and Obligations Sample Clauses

Survival of Licenses; Assumption of Rights and Obligations. If either Party undergoes a Change of Control, the licenses, releases, covenants not to xxx and other rights granted to the acquired Party under this Agreement prior to the Change of Control shall survive, provided that either (i) the Party that undergoes the Change of Control remains in existence and liable on all obligations under this Agreement, or (ii) if such Party does not remain in existence, the acquiring or successor entity agrees to assume all rights and obligations under this Agreement as if an original party to the Agreement. Following a Change of Control, any future Picks by the Party not undergoing the Change of Control may be made only from those patents that constituted PSI Patents or Stamps Patents, as the case may be, prior to the Change of Control. - 7 - 9. After-Acquired and Spun-Off Products and Services. 9.1 After-Acquired Products and Services. Products and/or services that are acquired after the Effective Date by a Party to this Agreement become licensed to the Licensed PSI Patents and Licensed Stamps Patents, as the case may be, as of the date of acquisition. 9.2
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Survival of Licenses; Assumption of Rights and Obligations. If either Party undergoes a Change of Control, the licenses, releases, covenants not to xxx and other rights granted to the acquired Party under this Agreement prior to the Change of Control shall survive, provided that either (i) the Party that undergoes the Change of Control remains in existence and liable on all obligations under this Agreement, or (ii) if such Party does not remain in existence, the acquiring or successor entity agrees to assume all rights and obligations under this Agreement as if an original party to the Agreement. Following a Change of Control, any future Picks by the Party not undergoing the Change of Control may be made only from those patents that constituted PSI Patents or Stamps Patents, as the case may be, prior to the Change of Control.
Survival of Licenses; Assumption of Rights and Obligations. If either Party undergoes a Change of Control (whether with an entity from the Restricted List or otherwise), the licenses, releases, covenants not to sxx and other rights granted to the acquired Party under this Agreement prior to the Change of Control shall survive, and be assumed by the acquirer, provided the acquirer agrees in writing to assume all rights and obligations under the Agreement as if an original party to the Agreement. Following a Change of Control, any future Picks by the Party not undergoing the Change of Control may be made only from those patents or patent applications that: (i) were owned or controlled by the acquired Party prior to the Change of Control or (ii) have one or more named inventors who were employees or consultants of the acquired Party on or before the date of the Change of Control.

Related to Survival of Licenses; Assumption of Rights and Obligations

  • Survival of Rights and Obligations The provisions relating to Access Rights and Confidentiality, for the time period mentioned therein, as well as for Liability, Applicable law and Settlement of disputes shall survive the expiration or termination of this Consortium Agreement. Termination shall not affect any rights or obligations of a Party leaving the Consortium incurred prior to the date of termination, unless otherwise agreed between the General Assembly and the leaving Party. This includes the obligation to provide all input, deliverables and documents for the period of its participation.

  • Survival of Rights, Duties and Obligations 17.6.1 Termination of this Agreement for any cause shall not release a Party from any liability which at the time of termination has already accrued to the other Party or Parties or which thereafter may accrue in respect of any act or omission prior to such termination.

  • Assignment of Rights and Obligations (a) Without Owners’ prior written consent, Managing Agent shall not sell, transfer, assign or otherwise dispose of or mortgage, hypothecate or otherwise encumber or permit or suffer any encumbrance of all or any part of its rights and obligations hereunder, and any transfer, encumbrance or other disposition of an interest herein made or attempted in violation of this paragraph shall be void and ineffective, and shall not be binding upon Owners. Notwithstanding the foregoing, Managing Agent may assign its rights and delegate its obligations under this Agreement to any subsidiary of Parent so long as such subsidiary is then and remains Controlled by Parent.

  • Survival of Representations and Obligations The respective agreements, representations, warranties and other statements made by the Issuer, the Company or the Seller or their respective officers, including any such agreements, representations, warranties and other statements relating to the Master Trust, and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of the Underwriters, the Issuer, the Company or the Seller or any of their respective officers or directors or any controlling person, and will survive delivery of and payment of the Notes. The provisions of Section 9 and Section 10 of this Agreement shall survive the termination or cancellation of this Agreement.

  • Assumption of Liabilities and Obligations (a) Except as expressly provided in this Agreement, the Evergreen Parties shall not assume or become obligated to perform any debt, liability or obligation of any EZ Party or relating to any EZ Station whatsoever, including without limitation (i) any obligations or liabilities arising under any contract, lease or agreement, other than those arising under the EZ Assumable Agreements; (ii) any obligations or liabilities under the EZ Assumable Agreements relating to the period prior to the Cut-off Date; (iii) any Claims or pending or threatened Legal Actions to which any EZ Party is a party or to which any of the EZ Assets or either of the EZ Stations is subject relating to the ownership or operation of the EZ Assets or the conduct of the business of the EZ Stations prior to the Closing (other than as provided in the EZ Stations TBA); (iv) any insurance policies of the EZ Parties; (v) any obligations or liabilities arising under any financing arrangement, capitalized lease or other agreement relating to Indebtedness for Borrowed Money; (vi) any obligations or liabilities of any EZ Party under any EZ Employment Arrangement (including under any EZ Employee Plan), including any obligation to any EZ Station Employee for severance benefits, vacation time or sick leave; (vii) any liability for any Taxes attributable to the ownership or operation of the EZ Assets or the EZ Stations on or prior to the Cut-off Date; or (viii) any obligations or liabilities caused by, arising out of, or resulting from any action or omission of any EZ Party prior to the Closing. All such obligations and liabilities (the "EZ Nonassumed Liabilities") shall remain and be the obligations and liabilities solely of the EZ Parties.

  • Payments on Termination and Survival of Certain Rights and Obligations Payments to the Advisor pursuant to this Section 13.03 shall be subject to the 2%/25% Guidelines to the extent applicable.

  • Transfer of Rights and Obligations 12.1 Lender has the right to transfer all or part of the right in this contract to a third party, the transferring actions do not need to acquire the consent of the borrower. If without the consent of the lender in writing, the borrower cannot transfer any right and obligations in this contract to a third party.

  • Rights and Obligations of Both Parties 3.1 Party A’s rights and obligations

  • Survival of Certain Representations and Obligations The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations of the Company and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 6(c), the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

  • Rights and Obligations of Party B 1、乙方应当具有海事管理机构批准的资质,并保持相应的应急清污能力。

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