Licensee Affiliate means any company which agrees to be bound by the terms and conditions of this Agreement and has more than fifty percent (50%) of the voting stock owned or controlled by Licensee. A company shall be considered a Licensee Affiliate only so long as such majority ownership or control exists. Licensee shall be ultimately responsible for the actions of the Licensee Affiliates pursuant to this Agreement.
Licensee Affiliate means an entity which, on or after the Effective Date, directly or indirectly, controls, is controlled by, or is under common control with Licensee, as well as those companies identified in Attachment B. The term “control” as used in this Section shall mean ownership of more than 50% (fifty percent) of the outstanding shares representing the right to vote directly or indirectly for the election of directors or other managing officers of such entity or person or, for an entity or person which does not have outstanding shares, an ownership interest representing the right to make decisions for such entity or person; provided, however, such entity or person should be deemed a Licensee Affiliate only so long as such “control” exists.
Licensee Affiliate means one or more of the Affiliates of Licensee listed in Appendix A. If an entity listed in Appendix A ceases to be an Affiliate of Licensee (by way of example, due to a change in control), such entity shall lose its status as a Licensee Affiliate the same moment it ceased to be an Affiliate of Licensee (regardless of whether the entity continues to be listed in Appendix A).
Examples of Licensee Affiliate in a sentence
Licensee acknowledges that in the event a Licensee-Related Entity has brought a claim for infringement of a Licensee Essential Patent in a lawsuit or other proceeding against one or more of the Licensors, or that a Licensee-Related Entity has refused to grant a Licensor a license under a Licensee Essential Patent on reasonable and non-discriminatory conditions, such Licensor’s Licensed Patents may be removed from any license granted by Licensing Company to such Licensee or its Licensee Affiliate.
On behalf of itself and its Affiliates, Licensee agrees that if any actions or omissions by its Affiliate breach this License Agreement, then Licensee and its Licensee Affiliate shall be jointly and severally liable for such breach.
Licensee shall further identify to Licensing Company, via the Website, any third party or Licensee Affiliate that ceases to be an Authorized Manufacturer.
Beginning at the time any Licensed Product and/or Licensed Method is being distributed or sold (including for the purpose of obtaining any required regulatory approvals) by Licensee, Affiliate, or a Sublicensee, Licensee will, at its sole cost and expense, procure and maintain commercial general liability insurance issued by an insurance carrier with an A.M. Best rating of “A” or better in amounts not less than $1,000,000 per incident and $2,000,000 annual aggregate.
Licensee may not use the Contractual SAP Software to provide business process outsourcing or, service bureau applications other than to its Affiliates or use the Contractual SAP Software to provide trainings to any person who is not Licensee’s employee or the employee of a Licensee Affiliate.
More Definitions of Licensee Affiliate
Licensee Affiliate means any corporation, limited liability company or other legal entity which directly or indirectly controls, is controlled by, or is under common control with Licensee or its successors or assigns, or any successor or assign of such an entity. For the purposes of this Agreement, “control” shall mean the direct or indirect ownership of more than fifty percent (50%) of the outstanding shares on a fully diluted basis or other voting rights of the subject entity to elect directors or managers, or the right to direct or cause the direction of the management and policies of the subject entity whether by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.
Licensee Affiliate means an entity which, on or after the Effective Date, directly or indirectly, controls, is controlled by or is under common control with Licensee, for so long as each such control exists, as well as those companies identified in Attachment A. The term “control” as used in this Section shall mean directly or indirectly (i) holding more than fifty percent (50% ) of the outstanding stock or other voting rights entitled to elect directors of an entity; (ii) holding the ability to appoint or elect more than fifty percent (50%) of the board of directors (or persons exercising similar functions at any meeting representing all shareholders, parties, members, or other equity holders of an entity); or (iii) in the case of an entity without a governing body equivalent to a board of directors, holding an economic or other interest carrying the right to receive more than fifty percent (50%) of the profits of the entity.
Licensee Affiliate means an entity which, on or after the Effective Date, directly or indirectly, controls, is controlled by, or is under common control with Licensee, as well as those companies identified in Exhibit 5. The term “control” as used in this Section 1.08 and in Sections 1.13 and 1.20 below shall mean ownership of more than fifty percent (50%) of the outstanding shares representing the right to vote directly or indirectly for the election of directors or other managing officers of such entity or person or, for an entity or person which does not have outstanding shares, an ownership interest representing the right to make decisions for such entity or person; provided, however, such entity or person should be deemed a Licensee Affiliate only so long as such “control” exists.
Licensee Affiliate means any company which agrees to be bound by the terms and conditions of this Agreement and has more than fifty percent (50%) of the voting stock owned or controlled by Licensee. A company shall be considered an Affiliate only so long as such majority ownership or control exists. If Licensee’s ownership or control in an Affiliate company Tessera Confidential falls below the more than fifty percent (50%) level set forth herein and such company desires to continue to manufacture and sell Licensed Products, Tessera agrees to negotiate in good faith with such company for a separate License Agreement having substantially similar terms as compared with the terms of this Agreement. Such separate License Agreement shall not require an additional up-front License Fee. Licensee shall be ultimately responsible for the actions of the Licensee Affiliates pursuant to this Agreement.
Licensee Affiliate means any corporation, limited liability company, or other legal entity which directly or indirectly controls, is controlled by, or is under common control with Licensee or its successors or assigns, or any successor or assign of such an entity. For the purposes of this Agreement, “control” shall mean the direct or indirect ownership of more than fifty percent (50%) of the outstanding shares on a fully diluted basis or other voting rights of the subject entity to elect directors or managers, or the right to direct or cause the direction of the management and policies of the subject entity whether by contract or otherwise, or if not meeting the preceding, any entity owned or controlled by, or owning or controlling, the subject entity at the maximum control or ownership right permitted in the country where such entity exists; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. The parties agree that Performance Material Korea Co., Ltd., a Korean company, is deemed to be a Licensee Affiliate.
Licensee Affiliate means an entity which, on or after the Effective Date, directly or indirectly, controls or is controlled by Licensee, as well as those companies identified in Attachment B. The term “control” as used in this Section shall mean ownership of more than fifty percent (50% ) of the outstanding shares representing the right to vote directly or indirectly for the election of directors or other managing officers of such entity or person or, for an entity or person which does not have outstanding shares, an ownership interest representing the right to make decisions for such entity or person; provided, however, such entity or person should be deemed a Licensee Affiliate only so long as such “control” exists.
Licensee Affiliate means any Person, which is, on or after the Effective Date, an Affiliate of Licensee, including, as of the Effective Date, the Persons listed in the organization chart as per Exhibit A, provided that they qualify as Affiliate(s) under this Agreement. Licensee shall keep such organization chart updated and inform Licensor of any changes in writing.