Source Assets definition
Examples of Source Assets in a sentence
In connection with the transfer of the Source Assets to Wiki Sub, Source shall take all action necessary to effect such transfer as soon as practicable after the Execution Date, in particular attaining consent to assign those Source Assets, for which consent to transfer is required.
In the event that Source is unable to obtain a required approval to acquire any Source Assets, the parties agree to cooperate and to use their best efforts to restructure the transaction so as to obtain such approval or restructure the transaction so as not to require such approval, in either case consistent with applicable law.
Notwithstanding the foregoing, Ixia shall not be subject to any restriction under this Agreement as to Monitoring Products/Services that are created or developed without the use of the Source Assets or any portion thereof.
For a period of eighteen (18) months after the Effective Date, NetIQ will deliver to Ixia at Ixia's California location, at no cost to Ixia, any modifications to the Source Assets made by NetIQ with respect to the Chariot Products (including the Source Materials therefor)("Source Modifications") via electronic download.
Each of Insight and Source --------------------------- shall cooperate and cause its employees to cooperate with the other party and with NewCo in the preparation of financial and other reports and statements relating to the operations of NewCo and the transfer of the Source Assets, consistent with the prior practices of Insight and Source for periods ending on or prior to the Closing Date.
Notwithstanding anything to the contrary contained in Section 6.2.1 above, NetIQ shall not be subject to any restriction under this Agreement as to Assessment Products/Services that are created or developed without the use of the Source Assets or any portion thereof.
NetIQ shall not have the right to, and shall not, use or license the Source Assets or any portion thereof for a period of five (5) years after the Effective Date to create or develop or market or distribute or participate in the exploitation of any Assessment Products/Services except as specifically provided in the preceding sentence.
All ad valorem taxes attributable to the ---------------- Source Assets for the years prior to 1999, and for the current tax period up to the date of Closing (pro rated on a daily basis) shall be the responsibility of Source.
Source is duly qualified to do business and in good standing in each jurisdiction in which the Source Assets owned or leased by it, or the nature of its activities with respect to the Source Assets makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or in good standing would not have a material adverse effect on the Source Assets, on NewCo or the transactions contemplated under this Agreement ("Source Material Adverse Effect").
For a period of seven (7) years commencing on the Effective Date, the licenses granted to Ixia under Section 2 above shall be exclusive even as to NetIQ for Test Products/Services, and NetIQ shall not have the right to, and shall not, use or license the Source Assets or any portion thereof for a period of seven (7) years after the Effective Date to create or develop or market or distribute or participate in the exploitation of any Test Product/Service.