UPLLC definition
Examples of UPLLC in a sentence
Notwithstanding anything to the contrary set forth herein or in any Ancillary Agreements, (i) UPLLC shall not, and UP Subs shall cause UPLLC not to, take any of the actions set forth in Section 12 of the Operating Agreement without the prior written consent of E Sub and (ii) each of UP Sub 1, UP Sub 2 and UPLLC shall comply with all provisions set forth in the Operating Agreement.
The Holding Companies own all of the outstanding membership interests of Unwired Planet, LLC, a Nevada limited liability company (“UPLLC”), and UPLLC owns all of the outstanding shares of Unwired Planet International Limited, an Irish company limited by shares (“Unwired Planet Ireland” and together with Sub 1, Sub 2 and UPLLC, the “Unwired Planet Companies”).
UPLLC shall, and UP and UP Sub shall cause UPLLC to, offer employment to the employees of UP set forth on Schedule 6.8, effective as of the Closing, in the same or comparable positions, and with comparable total compensation as was in effect for such employees immediately prior to the Closing Date.
Concurrently with the sale by E Sub of the Ericsson Assigned Patents, UPLLC and E Sub shall enter into that License Agreement in the form attached hereto as Annex VII (the “UPLLC License”).
At the Closing, in consideration for the assignment of the UP Assigned Patents and in connection with the transactions contemplated by this Agreement and the other Ancillary Agreements, UP Sub 1, UP Sub 2 and UPLLC shall execute and deliver that Amended and Restated Operating Agreement in the form attached hereto as Annex VI (the “Operating Agreement”).
Further, UPLLC, on behalf of itself and its Affiliates, covenants until [***] not to ▇▇▇ or threaten to ▇▇▇, or commence any border detention activity (including any action before the United States International Trade Commission, in a court of law, before an administrative body or any other governmental authority) against any product or service of [***].
If the Cumulative Gross Revenue of UPLLC as of the end of such fiscal year is less than the Cumulative Gross Revenue of UPLLC as of the same date as shown on the Quarterly Cumulative Gross Revenue Statement delivered to E Sub, then UPLLC shall deduct, from the next Quarterly Payment payable to E Sub, an amount equal to such shortfall, multiplied by the applicable percentage set forth in Section 3.2(a) based on the Cumulative Gross Revenue of UPLLC set forth in the audited financial statement.
Each of E Sub and UPLLC shall, and shall cause their respective Affiliates, representatives, accountants and advisors to, cooperate fully with the Accounting Firm in connection with resolution of any disputes described herein.
Each of UP, UP Sub 1, UP Sub 2 and UPLLC acknowledges and agrees that E Sub may give or withhold its consent under this Agreement or Section 12 of the Operating Agreement in its sole discretion.
UPLLC hereby agrees not to assert or otherwise license [***] against any Person for making, using, selling, offering for sale, having made or using [***] where such assertion or requested royalty rate [***].