The Licenses all of Seller's technical information and data, customer lists, machinery and equipment warranties, maps, computer disks and tapes, plans, diagrams, blueprints and schematics relating to the System, including filings with the FCC, other than as any of the foregoing relate to the Excluded Assets;
The Licenses. Schedule 7.15 contains a true and complete list of all Licenses owned by or granted to the Borrower or its Subsidiaries. Each License is legally valid, in full force and effect, duly registered, not subject to any administrative review or appeal, or subject to any proceeding the outcome of which could result in the revocation, in whole or in part, for any reason not within the control of the Borrower or IMPSAT. The Borrower has paid when due all amounts required to be paid and otherwise has complied with all conditions the compliance with which is required in order to preserve its rights under the Licenses. No Licenses other than those listed in Schedule 7.15 are required in order for the Borrower and its Subsidiaries to install, exploit and operate the Network and to engage in the Telecommunications Business as it is currently conducted by them, and as contemplated by the Borrower Business Plan.
The Licenses. Subject to the terms and conditions of the License Agreement, Licensor hereby grants to each of the Trusts (x) a limited, non-exclusive, non-transferable, fee-based license, throughout the Territory for the Term to use the Licensed Patents and Know-How solely in connection with each Licensee's activities as an issuer of the MacroShares that employ the MacroShares Structure, and (y) a limited, non-exclusive, and non-transferable, fee-based license throughout the Territory for the Term to use the Marks solely as a part of the name of each Trust and the MacroShares issued by such Trust; (the "Licenses").
The Licenses. Subject to the terms and conditions of the License Agreement, Licensor hereby grants to:
(i) each of the Holding Trusts (x) a limited, non-exclusive, non-transferable, fee-based license, throughout the Territory for the Term to use the Licensed Patents and Know-How solely in connection with each Licensee's activities as an issuer of the Holding Shares that employ the MACROs Structure, (y) a limited, non-exclusive, and non-transferable, fee-based license throughout the Territory for the Term to use the Marks solely as a part of the name of each Holding Trust and the MACRO Holding Shares issued by such Holding Trust, and (z) a limited, non-exclusive, and non-transferable, fee-based sub-license throughout the Territory for the Term to use the Xxxxxxxx Xxxx solely as part of the Product Name in connection with each Holding Trust's name and the names of the MACRO Holding Shares issued by such Holding Trust; and
(ii) each of the Tradeable Trusts (x) a limited, non-exclusive, non-transferable, license throughout the Territory for the Term to use the Licensed Patents and Know-How solely in connection with each Licensee's activities as an issuer of the respective MACRO Tradeable Shares that employ the MACROs Structure, (y) a limited, non-exclusive, and non-transferable, royalty-free license throughout the Territory for the Term to use the Marks solely as a part of the name of each Tradeable Trust and the MACRO Tradeable Shares issued by such Tradeable Trust, and (z) a limited, non-exclusive, and non-transferable, fee-based sub-license throughout the Territory for the Term to use the Xxxxxxxx Xxxx solely as part of the Product Name in connection with each Tradeable Trust's name and the names of the MACRO Tradeable Shares issued by such Tradeable Trust (collectively with (i), the "Licenses").
The Licenses. The licenses to operate the Facility (i) are and shall continue in full force and effect at all times throughout the term of this Agreement and are and shall be free from restrictions or known conflicts which would materially impair the use or operation of the Facility for its current use, and if any licenses become provisional, probationary, conditional or restricted in any way (collectively “Restrictions”), Borrower shall take or cause to be taken prompt action to correct such Restrictions; (ii) may not be, and have not been, and will not be transferred to any location other than the Real Estate; and (iii) have not been and will not be pledged as collateral security for any other loan or indebtedness. Borrower shall not do (nor suffer to be done) any of the following:
(1) Rescind, withdraw, revoke, amend, modify, supplement, or otherwise alter the nature, tenor or scope of the licenses for the Facility without Agent’s prior written consent;
(2) Amend or otherwise change the Facility’s authorized beds capacity and/or the number of beds approved by the regulators without Agent’s prior written consent; provided, that the Borrower may increase the number of beds at the Facility without the Agent’s consent but the Borrower will provide two (2) Business Days’ prior written notice to the Agent of such increase; or
(3) Replace, assign or transfer all or any part of the Facility’s beds to another site or location without Agent’s prior written consent.
The Licenses. The Assumed Contracts;
The Licenses. At or prior to the Closing, PSIL and CCORE shall terminate the CCORE License pursuant to a termination agreement in the form reasonably required by Newco (the “Termination Agreement”) and CCORE, CFLP, PSIL, ProDril Services Incorporated, and the Principal shall enter into (i) a license agreement with Newco in the form of Exhibit B (the “New License Agreement”), and (ii) an Assignment and Assumption Agreement in the form of Exhibit C (the “Assignment”).
The Licenses. The DCS 1800 License and the Frequency License having been issued to the Company on terms satisfactory to Purchaser and copies of such re-issued licenses having been provided to Purchaser. (b)
The Licenses. The New Lessee has all Healthcare Licenses necessary or appropriate to occupy, use and operate such Facility as a skilled nursing facility from and after the Assignment Date. True and correct copies of the documents evidencing the Healthcare Licenses issued to the New Lessee Entities by the applicable health care authorities with respect to the operation of the Facilities shall be delivered to Lessor promptly upon receipt of same by the New Lessee Entities. There is not currently pending, or to the New Lessee Entities’ knowledge threatened, (a) any action or proceeding to revoke, withdraw or suspend any of the Healthcare Licenses or to terminate the participation of one or more of the Facilities in either the Medicare or Medicaid Programs, or (b) any judicial or administrative agency judgment or decision not to renew any of the Healthcare Licenses applicable to one or more of the Facilities, or (c) any licensure or certification action of any other type applicable to one or more of the Facilities.
The Licenses. Seller has all material licenses, permits and authorizations necessary for the lawful leasing and operation of the Hospital as a free standing rehabilitation hospital and the Clinics as outpatient clinics, it being understood and agreed that Seller has represented and does hereby represent to Purchaser that the Clinics are not required to be separately licensed but are operated under the Licenses issued to Seller in connection with its operation of the Hospital ( the "Seller Licenses"). There are no licenses required in connection with the ownership or operation of the services provided at the MOB other than the Seller Licenses. True and correct copies of all of the Seller Licenses are attached hereto as Exhibit 6.06. Seller has not received written or verbal notice of (A) any action or proceeding which has been initiated or is proposed to be initiated by the appropriate state or federal agency having jurisdiction thereof, to (i) revoke, withdraw or suspend any of the Seller Licenses, (ii) terminate the participation of the Hospital or the Clinics in the Medicare Program or the accreditation of the Hospital or any of the Clinics (to the extent it or they are certified to participate therein) by the Joint Commission on Accreditation of Health Care Organizations ("JCAHO") or by the Commission for the Accreditation of Rehabilitation Facilities ("CARF"), (B) any judicial or administrative agency judgement or decision not to renew any of the Seller Licenses, (C) any action to limit or ban admissions to the Hospital or the Clinics or (D) any licensure or certification action of any other type, which would have a material adverse effect on the business, assets or financial condition of the Hospital or the Clinics.
