Common use of TERM, TERMINATION AND ASSIGNABILITY Clause in Contracts

TERM, TERMINATION AND ASSIGNABILITY. 6.1 The term of this Agreement shall be from the EFFECTIVE DATE through the entire unexpired term of the MOTOROLA PATENTS licensed herein unless otherwise terminated as provided herein. 6.2 In the event of any material breach of this Agreement by either party hereto, if such breach is not corrected within thirty (30) days after written notice of intent to terminate for breach to the breaching party describing such breach, this Agreement may be terminated forthwith by further written notice to that effect from the party noticing the breach. In the event of termination of this Agreement by one party pursuant to this Section 6.3, the licenses and rights granted to or for the benefit of that one party hereto, depending upon which party is doing the terminating, shall survive such termination and shall extend for the full term of this Agreement, but the licenses and rights granted to or for the benefit of the breaching party shall terminate as of the date termination takes effect. Except for sublicenses under the MOTOROLA PATENTS granted to OMNIVIEW and its Subsidiary(ies), termination of this Agreement shall not affect any rights of sublicenses granted prior to the notice of intent to terminate. 6.3 SUCCESSORS shall be entitled to assume all rights, benefits, responsibilities and obligations of this Agreement by sending written notice to the other party, and this Agreement shall thereafter be interpreted by replacing the SUCCESSORS name for the name of the acquired party. 6.4 SUBSIDIARY(IES) shall be entitled to receive all rights and benefits of this Agreement by sending written notice to the other party, and this Agreement shall thereafter be interpreted by including the name of such SUBSIDIARY(IES) with the name of the party with which the SUBSIDIARY(IES) are affiliated. Each party shall remain directly responsible for the performance by SUBSIDIARY(IES) of the responsibilities and obligations of this Agreement. 6.5 OMNIVIEW may exercise its right to sublicense a third party by sending written notice to MOTOROLA of the name, address, and other relevant contact information for the third party sublicensee. 6.6 Except as provided in Paragraphs 6.3 through 6.5, neither this Agreement nor any of its benefits, rights, privileges, or obligations hereunder shall be directly or indirectly assigned, transferred, divided, shared or sublicensed by either party to or with any individual, firm, corporation or association whatsoever without the prior written consent of the other party and with the authorization or approval of any governmental authority as then may be required.

TERM, TERMINATION AND ASSIGNABILITY. 6.1 5.1 The term of this Agreement shall be from the EFFECTIVE DATE until the cessation of the manufacture of EQUIPMENT hereunder by both parties and their respective AFFILIATES unless earlier terminated as elsewhere provided in this Agreement. 5.2 The licenses granted herein shall continue through the entire unexpired term of the MOTOROLA PATENTS licensed herein LICENSED ESSENTIAL PROPERTIES unless otherwise terminated as provided herein. Any royalty obligation under Section 4.1 and any reporting or record keeping obligations under Sections 4.2, 4.3, 4.4 or 4.7 of BRIGHTSTAR or its AFFILIATES shall not extend beyond the expiration of the last of the LICENSED ESSENTIAL PROPERTIES of MOTOROLA licensed herein. 6.2 5.3 In the event of any material breach of this Agreement by either party hereto, if such breach is not corrected within thirty sixty (3060) days after written notice of intent to terminate for breach to the breaching party describing such breach, this Agreement may be terminated forthwith by further written notice to that effect from the party noticing the breach. In the event of termination of [***] 5.4 The rights or privileges provided for in this Agreement by one party pursuant to this Section 6.3, the licenses and rights granted to may be assigned or for the benefit of that one party hereto, depending upon which party is doing the terminating, shall survive such termination and shall extend for the full term of this Agreement, but the licenses and rights granted to or for the benefit of the breaching party shall terminate as of the date termination takes effect. Except for sublicenses under the MOTOROLA PATENTS granted to OMNIVIEW and its Subsidiary(ies), termination of this Agreement shall not affect any rights of sublicenses granted prior to the notice of intent to terminate. 6.3 SUCCESSORS shall be entitled to assume all rights, benefits, responsibilities and obligations of this Agreement by sending written notice to the other party, and this Agreement shall thereafter be interpreted by replacing the SUCCESSORS name for the name of the acquired party. 6.4 SUBSIDIARY(IES) shall be entitled to receive all rights and benefits of this Agreement by sending written notice to the other party, and this Agreement shall thereafter be interpreted by including the name of such SUBSIDIARY(IES) with the name of the party with which the SUBSIDIARY(IES) are affiliated. Each party shall remain directly responsible for the performance by SUBSIDIARY(IES) of the responsibilities and obligations of this Agreement. 6.5 OMNIVIEW may exercise its right to sublicense a third party by sending written notice to MOTOROLA of the name, address, and other relevant contact information for the third party sublicensee. 6.6 Except as provided in Paragraphs 6.3 through 6.5, neither this Agreement nor any of its benefits, rights, privileges, or obligations hereunder shall be directly or indirectly assigned, transferred, divided, shared or sublicensed transferred by either party to or Party only with any individual, firm, corporation or association whatsoever without the prior written consent of the other party Party and with the authorization or approval of any governmental authority as then may be required. Written consent shall be deemed given by the other Party if that Party fails to respond to a written request from the transferring Party within fifteen (15) business days of the receipt of such notice. With respect to this Section 5.4, if some or all of the assets of a Party to this Agreement are acquired by a third party, the rights or privileges provided for in this Agreement may be assigned or transferred to the acquiring third party only with the prior written consent of the other Party and only if the acquiring third party, and AFFILIATES of the acquiring third party at the time of such acquisition, agree to perform the Agreement and to be bound by all of the terms and conditions in every way as if it had been an original Party to the Agreement, including payment of any royalties due by a Party at the time of such acquisition.