Contracts and Licenses Sample Clauses

Contracts and Licenses. To the extent related to the Business, all rights and benefits under all contracts, governmental approvals, and other documents, commitments, arrangements, undertakings, or authorizations, including the contracts set forth in Schedule 1.1(d) (collectively, the “Transferred Contracts”);
Contracts and Licenses. (a) Brite shall use its best efforts to obtain all necessary consents, waivers, authorizations and approvals of all persons, firms or corporations required in connection with the execution, delivery and performance by Brite and the Company of this Agreement
Contracts and Licenses. Except for the permitted encumbrances, Seller is not bound or affected by any of the following that relate to the Business or the Assets: (i) loan agreement, mortgage, deed of trust, or other security agreement, which will not be satisfied prior to the Closing; (ii) guaranty or indemnification agreement; (iii) contract to purchase or sell the Assets; (iv) franchise, distributorship, or other similar agreement; (v) lease of real or personal property; (vi) non-competition covenant; (vii) option or right of first refusal; or (viii) any other agreement or commitment that would have a material adverse effect on the use and operation of the Assets or the Business. True and complete copies of all written Contracts and Licenses, and accurate written descriptions of all oral Contracts and Licenses, have been provided to Purchaser. There are no existing material defaults with respect to the Contracts, Licenses and Intellectual Property. 5.5
Contracts and Licenses. (a) Section 3.25(a) of the Disclosure Schedule contains a true and complete list of each of the Business Contracts, Business Licenses, Real Property Leases and Personal Property Leases (true and complete copies or, if none, reasonably complete and accurate written descriptions) of which, together with all amendments and supplements thereto and all waivers of any terms thereof, have been delivered to Purchaser prior to the execution of this Agreement (other than employee offer letters).
Contracts and Licenses. If a contract for the Work has not already been entered into with a publisher, both Photographer and Coauthor agree to seek such a contract. Such publishing contract shall be entered into in the names of and signed by both the Photographer and the Coauthor, each of whom shall comply with and perform all required contractual obligations. If a mutually agreeable publishing contract for initial publication of the Work is not entered into with a Publisher by ______________, 20_____, then either party may terminate this Agreement by giving written notice to the other party prior to such time as a mutually agreeable publishing contract for initial publication is entered into. Each party shall fully inform the other party of all negotiations for such a publishing contract or with respect to the negotiation of any other licenses or contracts pursuant to this Agreement. The disposition of any right, including the grant of any license, shall require written agreement between both parties hereto. Each party shall receive a copy of any contract, license, or other document relating to this Agreement.
Contracts and Licenses. Schedule H contains a true and correct list of all (i) Contracts (other than those listed in Schedules D and E) to which TARC is a party and which are utilized in the conduct of TARC's business, including, without limitation, Contracts relating to suppliers, sales representatives, distributors, purchase orders, marketing arrangements and manufacturing arrangements and (ii) all Licenses owned or possessed by TARC or utilized by TARC in the conduct of its business.
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Contracts and Licenses. All obligations of TARC under (i) the Contracts listed under the heading "Assumed Contracts" on Schedule H and (ii) all of the Licenses listed on Schedule H.
Contracts and Licenses. Section 4.25(a) of the Disclosure Schedule sets forth all of the following Contracts to which the Company or any of its Subsidiaries is a party or by which it is bound (collectively, the “Material Contracts”):
Contracts and Licenses. The following Schedules list all contracts, licenses and agreements to which Seller is a party: 2.5(c)(i) with respect to Intellectual Property licensed or transferred to any third party; and 2.5(c)(ii) pursuant to which a third party has licensed or transferred any Intellectual Property to Seller, with a potential value or cost in excess of $10,000. Exhibit E is the form of agreement pursuant to which, Seller licenses Intellectual Property or products to third parties and Schedule 2.5(c)(iii) lists any agreements pursuant to which Seller has licensed any Intellectual Property or products to any third party that differs in any material respect from such agreement. The contracts, licenses and agreements listed on Schedules 2.5(c)(i), (ii) and (iii) are in full force and effect. The consummation of the transactions contemplated by this Agreement will neither violate nor result in the breach, modification, cancellation, termination or suspension of such contracts, licenses and agreements except as set forth in Schedule 2.5(a)(v). Seller is in compliance with, and has not breached any term of any of such contracts, licenses and agreements except as set forth in Schedule 2.5(c)(iv). Except as set forth in Schedule 2.5(c)(v) following the Closing Date, Buyer will be permitted to exercise all of Seller's rights under the contracts, licenses and agreements listed on Schedule 2.5(c)(i), (ii) and (iii) to the same extent Seller would have been able to had the transactions contemplated by this Agreement not occurred and without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which Seller would otherwise be required to pay, except for the Assumed Liabilities at Closing. Schedule 2.5(c)(vi) lists all material contracts, licenses and agreements between Seller and any third party wherein or whereby Seller has agreed to, or assumed, any obligation or duty to warrant, indemnify, hold harmless or otherwise assume or incur any obligation or liability with respect to the infringement or misappropriation by Seller or such third party of the Intellectual Property of any third party.
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