NCT Hearing definition

NCT Hearing s equity interest in all of the issued and outstanding capital stock of Licensee (as determined on a fully diluted basis) fall below fifty and one tenth percent (50.1%), Licensee shall promptly thereafter commence payment to NCT Hearing of a royalty with respect to each Licensed Product (which term for purposes of royalty calculations shall not include prototypes or engineering samples furnished without consideration to unaffiliated customers) sold, leased, distributed or otherwise transferred by Licensee, any sublicensee permitted under Section 2.3 above or otherwise as follows:
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Examples of NCT Hearing in a sentence

  • Unless subsequently notified in writing in accordance with this Article by the other party, any notice or communication hereunder shall be addressed to NCT Hearing as follows: NCT Hearing Products, Inc.

  • NCT Hearing represents and warrants to Licensee that it owns or has the worldwide right to use, including the right to sublicense, the Licensed Patents and Licensed Technology.

  • In the event NCT Hearing wishes to assign any of its rights or obligations under this Agreement to an Affiliate of NCT Hearing, Licensee's consent will not be unreasonably withheld.

  • Licensee is desirous of obtaining an exclusive license from NCT Hearing to make, use, develop and sell telephone headsets incorporating NCT Hearing technologies for telephony, multimedia and cellular headset markets.

  • Notwithstanding the foregoing, NCT Hearing shall have no liability to defend or pay (a) punitive or trebled damages, penalties or fines, and/or (b) damages or costs to Licensee with respect to any claim of infringement which is based on an implementation designed or modified by any third party or Licensee's use of the Licensed Patents or the Licensed Technology for any purpose other than the design, manufacture, use or sale of Licensed Products pursuant to this Agreement.

  • NCT Hearing represents, warrants, and covenants to Licensee, that to the best of NCT Hearing's knowledge, NCT Hearing's performance of this Agreement does not conflict with any other agreement to which such party is bound, and while performing this Agreement, NCT Hearing will not knowingly enter into any other agreement in conflict with this Agreement or which would impair the ability of NCT Hearing to perform its obligations under this Agreement.

  • The NCT Hearing Technology License shall be exclusive as against all others for the manufacture, use and sale of Licensed Products solely in the Market.

  • In this connection, NCT Hearing shall promptly pay all costs of any and all continuations, continuations-in-part, divisions, extensions, reissues, re-examinations, or renewals of the Licensed Patents, including, without limitation, the costs and expenses of any and all attorneys, experts or other professionals engaged in connection with any of the foregoing.

  • NCT Hearing shall deliver the Deliverables to Licensee and in accordance with the delivery dates set forth on Schedule A hereto.

  • Licensee hereby (i) accepts the rights under the NCT Hearing Technology License granted to it by NCT Hearing under this Article 2, and (ii) acknowledges that the rights that NCT Hearing has granted to Licensee hereunder are exclusive and limited to the manufacture, use, distribution and sale of Licensed Products in the Market subject to the limitations set forth herein.