Parent License definition
Examples of Parent License in a sentence
Each Parent License and Permit has been duly obtained, is valid and in full force and effect, and is not subject to any pending or, to the Knowledge of Parent, threatened administrative or judicial proceeding to revoke, cancel, suspend or declare such Parent License and Permit invalid in any respect, except, in each case, as would not, individually or in the aggregate, have a Parent Material Adverse Effect.
To the Knowledge of Parent, there has been no event, condition or circumstance that would preclude any Parent License from being renewed in the ordinary course (to the extent that such Parent License is renewable by its terms), except where the failure to be renewed would not reasonably be expected to result in, individually or in the aggregate, a Parent Material Adverse Effect.
Each RMT Parent License is valid and binding on the applicable RMT Parent Entity and, to the knowledge of RMT Parent, the counterparty thereto, and is in full force and effect, subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Applicable Laws relating to or affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity).
Any such sublicense shall be in writing and shall be consistent with and subject to the terms of this Agreement in so far as such terms relate to the Parent License, including Section 6.
As required by Section 4.1 of the Parent License Agreement, Licensee agrees to maintain at its principal place of business, or another place as may be most convenient, separate books of account and records of all Sub-Licenses and Net Sales and all business done in connection with the Licensed Technology and Licensed Products in the Territory.
No RMT Parent Entity is in material breach of, or material default under, any RMT Parent License to which it is a party.
As provided in by Section 4.2 of the Parent License Agreement upon at least thirty (30) days advance written notice to Licensee, during the Royalty Period, Licensor shall have the right, through an independent, certified accounting firm reasonably acceptable to Licensee, to examine such records and books of account of Licensee as are necessary to verify the accuracy of Royalty and other payments of Licensee under this Agreement.
In particular, Trademark Licensor shall own Improvements and associated Intellectual Property Rights created or acquired by the Trademark Licensor after the Effective Date, subject to the rights of Licensor in such Improvements and Intellectual Property Rights under the Parent License Agreement and the rights of Licensee in such Improvements (as Licensed Technology) and associated Intellectual Property Rights under this Agreement.
Parent has no Knowledge of any event, condition or circumstance that would preclude any Parent License and Permit from being renewed in the ordinary course (to the extent that such Parent License and Permit is renewable by its terms), except where the failure to be renewed has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
Each Parent License and Permit has been duly obtained, is valid and in full force and effect, and is not subject to any pending or, to the Knowledge of Parent, threatened administrative or judicial proceeding to revoke, cancel, suspend or declare such Parent License and Permit invalid in any respect, except, in each case, as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.