Mandatory Laws Sample Clauses

Mandatory Laws. If and to the extent that, as a matter of law in any jurisdiction, ownership, title, or any rights or interest in or to any of the Assigned Intellectual Property cannot be assigned as provided in Section 2.1 (Assigned Intellectual Property) (i) Motorola irrevocably agrees to assign and transfer, and hereby assigns and transfers to Freescale all rights (including, without limitation, all economic and commercialization rights) that can be assigned pursuant to Section 2.1 (Assigned Intellectual Property) to the fullest extent permissible; and (ii) Motorola irrevocably agrees to grant, and hereby grants, Freescale an unlimited (except as provided otherwise in the Intellectual Property License Agreement), exclusive, irrevocable, worldwide, perpetual, royalty-free license to use, exploit and commercialize in any manner now known or in the future discovered and for whatever purpose, any rights to Assigned Intellectual Property that cannot be assigned as contemplated by Section 2.1 (Assigned Intellectual Property).
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Mandatory Laws. Notwithstanding any provision of this Agreement to the contrary, mandatory provisions set forth by the Territory’s law or regulation in the matter of products warranty, liability or indemnity shall govern and apply.
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Mandatory Laws. If and to the extent that, as a matter of law in any jurisdiction, ownership, title, or any rights or interest in or to any of the Assigned Intellectual Property cannot
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Mandatory Laws. If and to the extent that, as a matter of law in any jurisdiction, an ownership of, or any of the rights or interest in the Transferred Asset cannot be licensed and assigned as provided in Section 2.1 above, (i) the Assignor irrevocably agrees to assign and transfer, and hereby grants to the Assignee all rights (including, without limitation, all economic and commercialization rights) that can be assigned pursuant to Section 2.1 to the fullest extent permissible, and (ii) the Assignor irrevocably agrees to grant, and hereby grants, the Assignee an unlimited, exclusive, assignable, transferable, sublicenseable, worldwide, perpetual, royalty-bearing license to use, exploit and commercialize in any manner now known or in the future discovered and for whatever purpose, any rights to the Transferred Asset that cannot be licensed and assigned as contemplated by Section 2.1 and Section 2.2.
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Mandatory Laws. Notwithstanding any provision of this Agreement to the contrary, mandatory provisions set forth by the Territory’s law or regulation in the matter of products warranty, liability or indemnity shall govern and apply. Independent Expert If the Parties disagree on whether the Product(s) are defective products, the Parties shall attempt to resolve such disagreement in a timely manner by jointly nominating an independent and reputable laboratory which shall carry out such analyses with respect to the allegedly defective Product. The results obtained by the laboratory shall be binding upon the Parties and all expenses related to such third party investigation shall be borne by the Party found to have been mistaken as to compliance or non-compliance of the relevant Product(s). Product Recall DKSH shall take all actions reasonably requested by CLIENT or as directed by government authorities or compelled by court order to effect or facilitate the recall of Products in the Territory (“Recall”). CLIENT shall reimburse DKSH for all out-of-pocket costs incurred by DKSH in connection with implementing such Recall (e.g., travel, storage, transportation, administrative and handling fees, destruction and publicity costs) and any other costs or charges agreed by CLIENT in advance. CLIENT shall not be required to reimburse any related costs associated with such Recall to the extent that such Recall is due to the proven gross negligence or intentional misconduct of DKSH. DKSH is entitled to withdraw, subject to CLIENT’s prior written approval which shall not be unreasonably withheld, any of the Products from the market in the Territory, in case new evidence shows unforeseen effects of the relative type of the Products leading to unacceptable risks for DKSH. Term and Termination Term This Agreement shall be effective as of Date(“Effective Date”) and shall be in force for an initial term of three (3) yearsuntil Date ("Initial Term"). Upon the expiry of the Initial Term, this Agreement shall automatically renewedfor consecutive periods ofone (1) year each unless either Party terminates this Agreement at the expiry of the Initial Term or any renewal term by servingat least six (6) months prior written notice to the other Party.
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Mandatory Laws. If and to the extent that, by law in which a jurisdiction, property, property right or rights or a share in or to any of the assigned intellectual property is granted, it cannot be awarded as provided for in Section 2.1 (Assigned Intellectual Property (i) Motorola unconditionally agrees to transfer and transfer and transfer to the free rights (including without limitation all economic and commercial rights) that may be transferred and transferred to the free rights scale (including, without limitation, all economic and commercial rights) that may be transferred and transferred for the benefit of all rights that may be transferred and transferred for the benefit of the section 2.1 (Assigned intellectual property) to the greatest extent permissible; and (ii) Motorola irrevocably agrees to grant and hereby grants Freescale unlimited (unless otherwise provided for in the Intellectual Property License Agreement), exclusive, irrevocable, worldwide, permanent, grantable license to use, operate and commercialize in any way that is now or in the future open and for any purpose, all rights in assigned intellectual property , which cannot be provided under section 2.1 (Assigned intellectual property).
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Mandatory Laws. If and to the extent that, as a matter of Law in any jurisdiction, ownership, title, or any rights or interest in or to any of the Assigned IP cannot be assigned as provided in Section 2.1(b)(i), (A) the Seller irrevocably agrees to (and shall cause the other Seller Parties to) assign and transfer, and the Seller hereby assigns and transfers (and shall cause the other Seller Parties to assign and transfer) to the Purchaser Assignees all rights (including all economic and commercialization rights) that can be assigned pursuant to Section 2.1(b)(i) to the fullest extent permissible, and (B) the Seller hereby grants to the Purchaser Assignees, and hereby agrees to cause the other Seller Parties to grant to the Purchaser Assignees, an unlimited, exclusive, irrevocable, assignable, transferable, sublicenseable, worldwide, perpetual, royalty-free, fully-paid up license to use, exploit, and commercialize in any manner now known or in the future discovered and for whatever purpose, any and all rights to Assigned IP that cannot be assigned as contemplated by Section 2.1(b)(i).
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Mandatory Laws. If and to the extent that, as a matter of law, ownership, title, or any rights or interest in or to any of the CoSense PRC IP Assets cannot be assigned as provided in Section 1.1 (
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Related to Mandatory Laws

  • Mandatory Loan Repayments If at any time the aggregate principal amount of the outstanding Advances shall exceed the applicable Borrowing Base, Borrower, immediately upon written or oral notice from Lender, shall pay to Lender an amount equal to the difference between the outstanding principal balance of the Advances and the Borrowing Base. On the Expiration Date, Borrower shall pay to Lender in full the aggregate unpaid principal amount of all Advances then outstanding and all accrued unpaid interest, together with all other applicable fees, costs and charges, if any, not yet paid.

  • Mandatory (i) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Advances shall automatically Convert into Base Rate Advances.

  • Mandatory Repayments (a) On any day on which the sum of (I) the aggregate outstanding principal amount of all Revolving Loans (after giving effect to all other repayments thereof on such date), (II) the aggregate outstanding principal amount of all Swingline Loans (after giving effect to all other repayments thereof on such date) and (III) the aggregate amount of all Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment at such time, the Borrower shall prepay on such day the principal of Swingline Loans and, after all Swingline Loans have been repaid in full or if no Swingline Loans are outstanding, Revolving Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment at such time, the Borrower shall pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash and/or Cash Equivalents to be held as security for all Obligations of the Borrower to the Issuing Lenders and the Lenders hereunder in a cash collateral account to be established by the Administrative Agent.

  • Mandatory Repurchase 19 SECTION 6.2.

  • Mandatory Exchanges The General Partner may in its sole discretion at any time and from time to time, without the consent of any Limited Partner, require any Limited Partner other than an Employed Limited Partner to Transfer in an Exchange Transaction all Units held by such Limited Partner. Any such determinations by the General Partner need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated. In addition, the General Partner may, with the consent of Partners whose Vested Percentage Interests exceed 75% of the Vested Percentage Interests of all Partners in the aggregate, require all Limited Partners to Transfer in an Exchange Transaction all Units held by them.

  • Stay, Extension and Usury Laws The Company and each of the Guarantors covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Company and each of the Guarantors (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law has been enacted.

  • Mandatory Termination of Commitments (a) The Initial Term Loan Commitments shall terminate at 5:00 p.m. (New York City time) on the Closing Date.

  • Actions in Respect of the Letters of Credit upon Default If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or the Borrowings shall have otherwise been accelerated or the Commitments terminated pursuant to Section 6.01, then the Administrative Agent may, or shall at the request of the Required Lenders, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit in an account designated in such demand (the “LC Collateral Account”) with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day funds, an amount equal to 103% of the aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date. If at any time the Administrative Agent determines that any funds held in the LC Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, the Lenders and the LC Issuing Banks or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC Collateral Account, an amount equal to the excess of (i) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date over (ii) the total amount of funds, if any, then held in the LC Collateral Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit in the LC Collateral Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank to the extent permitted by Applicable Law.

  • Mandatory Exchange The Managing Member may, with the consent of those Members (other than the Managing Member) holding not less than 75% of the Holdings Units (as such term is defined in the Exchange Agreement) (excluding any Holdings Units held by the Managing Member) require all Members holding Holdings Units to exchange all such units held by them pursuant to the Exchange Agreement.

  • Mandatory Repayment The aggregate principal amount of the Revolving Loans outstanding on the Maturity Date, together with accrued interest thereon, shall be due and payable in full on the Maturity Date. If at any time the aggregate outstanding Revolving Loans exceed the Revolving Commitment then in effect, the Borrower shall immediately repay the excess to the Bank without penalty or premium.

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