To Xxxxxxx. Subject to obligations of confidentiality as provided under this Agreement, Legend hereby grants to Xxxxxxx a non-exclusive, irrevocable, royalty-free, perpetual license to use for all purposes any Legend Know-How disclosed to Xxxxxxx pursuant to this Agreement; provided, however, that (i) such license is not permission for Xxxxxxx to use the Know-How for an illegal purpose, (ii) such license shall not include the grant of any rights to Xxxxxxx for any exploitation of any Licensed CAR or Product and (iii) such license shall not include the right to practice any Patent Rights owned or Controlled by Legend. For the purposes of this license, Legend Know-How will not include the Know-How described in Schedule 3.4.1.
To Xxxxxxx. Legend hereby grants to Xxxxxxx, and shall cause its Affiliates to grant to Xxxxxxx, a world-wide, non-exclusive, irrevocable, royalty-free, perpetual license, with the right to sublicense provided in Section 3.5.3, under Legend’s and its Affiliates’ interest in all Collaboration Intellectual Property for any and all applications and uses, whether inside or outside the Field; provided, however, that such license to Xxxxxxx shall not include the grant of any rights to Xxxxxxx for any Exploitation of any Licensed CAR or Product. During the Term, such license shall be subject to the licenses from Xxxxxxx to Legend set forth in Section 3.2. The license set forth in this Section shall not be construed as a limitation or exception to the covenants of Xxxxxxx set forth in Section 3.6, for so long as the applicable covenants remain in effect.
To Xxxxxxx. Xxxxxxx shall reimburse Energizer to the extent of Domestic Tax benefits derived by any member of the Xxxxxxx Group for payments made by Energizer to third parties on or after the Distribution Date, which result in a tax deduction to Xxxxxxx or a Xxxxxxx Domestic Subsidiary ("Energizer Payments") for any period beginning after the Distribution Date, provided such Energizer Payments (a) are not claimed as a deduction by Energizer for Domestic Tax purposes, (b) are deductible on a Domestic Tax Return of the Xxxxxxx Group for any period beginning after the Distribution Date, and (c) result in a reduction of Domestic Taxes of Xxxxxxx, the Xxxxxxx Group, or any Xxxxxxx Domestic Subsidiary. The amount of the payment required hereunder for any taxable period of Xxxxxxx shall be equal to the actual diminution of any Domestic Taxes by reason of any Energizer Payments. Provided, however, if for any taxable period, (X) Xxxxxxx or Energizer files an amended Domestic Tax Return (or files a carryback or carryforward claim relating to a net operating loss), or (Y) the IRS adjusts any item on any Xxxxxxx or Energizer Domestic Tax Return, the amount of the payment required under this paragraph shall be recomputed (either at the time of the filing of the amended return, or carryover or carryback claim, or at the time of the final determination of the IRS adjustment) to reflect such amended return, claim, or IRS adjustment, and, at such time, either (I) Energizer shall repay any overpayment by Xxxxxxx under this paragraph of this Article II.1(b)(ix) to Xxxxxxx, or (ii) Xxxxxxx shall pay any underpayment under this paragraph of this Article II.1(b)(ix)
To Xxxxxxx. (A) Thirteen Million Two Hundred and Fifty Thousand ($13,250,000) Dollars shall be paid to Xxxxxxx in cash by wire transfer of immediately available funds;
To Xxxxxxx x.xxxxx0@xxxx.xxx before the closing date and time in Block 9 of Page 1 of the Solicitation. Under no circumstances shall the completed PPQs be sent to or by the proposing offerors. Any information provided by the offeror’s references is subject to verification/validation by the Government during the evaluation process. In the event references are not received by the close of the solicitation, the Government may make contact and follow up with the listed references.
To Xxxxxxx. The GUARANTOR(s) hereby waive notice of acceptance to the guaranty and of any default in payment by the purchaser(s) and certifies that this guaranty was not signed under duress. The GUARANTOR(s) hereby knowingly consent to use XXXXXXX of a non-business consumer credit report on the undersigned to evaluate credit worthiness of the undersigned as guarantor(s) in connection with the extension of business credit as contemplated by this credit application.
To Xxxxxxx. [NB This e-mail outlines what in essence became the MRC approach to negotiations related to this project throughout the next 2 months, to the day, when Casella submitted its proposal.] The message reads: "Dear MRC Board: "PERC and MRC have been focused in past couple of days on gathering information on the future use of the Old Town G-P special waste landfill in the context of the deal that is being put together by the Xxxxxxxx administration to enhance future pulp and paper operations there. PretiFlaherty has ties to this transaction. "The state is proposing to own the landfill, place some stipulations on use, but turn over the control (future contracting) to a third party. That party, to be announced Monday, is likely Casella. "PERC / MERC have been advised by XxxxxXxxxxxxx that it is in our interest to try to strike a deal on future residuals disposal with Casella, before this transaction gets closed, which will take an act of the Legislature (Governor's Bill). I'm headed to PERC this afternoon to discuss a possible negotiating strategy with PERC, should they move forward with negotiations. The thought at the moment is PERC will negotiate, and the governor's office would play some role. "I'll provide more info next week as it develops" [NB A few points: first, at this time it was not believed by the project promoters that the operating contract would have to go out to RFP; second, there was no doubt at that time that Casella was the chosen contractor -- see "latest version" of proposed contract being circulated by Casella this same day; and third, the MRC's main interest was in negotiating a long term ash disposal contract, not in exploring the financial possibilities of being a serious bidder for the operating contract, which was perhaps not conceived at this time -- except see, messages from Xxxxxx.] In a reply e-mail of the same date, MRC board member Xxx Xxxxxx briefly raised two important questions that don't seem ever to have been fully answered. His message in full: "Hi Xxxx: Good luck this afternoon. What are PretiFlaherty's ties to this transaction? What are the pros and cons concerning MRC owning this landfill? (I am not suggesting it or even supporting the idea but I am concerned enough to think about the idea)."
To Xxxxxxx. The Seller warrants that it is entitled to transfer the rights referred to in this article 11.1 to Xxxxxxx and has obtained any consent and third party rights required, and that no rights accrue to third parties following such transfer. On Xxxxxxx’ first demand, the Seller shall do all that is necessary to effectuate this transfer.
To Xxxxxxx. Xxxxxxx Communications, Inc. Post Office Box 770787; Xxxxx, Xxxxxxx 00000 0000 Xxxxxxxxx 00xx Xxxxxx; Xxxxx, Xxxxxxx 00000 Attention: Xxxxxx X. Xxxxxxxxxx, President Telephone (000) 000-0000; Fax (000) 000-0000; e-mail xxxxxxx@xxxxxxxxxxx.xxx; with a copy to Xxxxx Xxxxxxxx, Esquire Xxxxxxxx & Associates 000 Xxxxxxxxx 0xx Xxxxxx, Xxxxx X; Xxxxxxxxxxx, Xxxxxxx 00000 Telephone (000) 000-0000; Fax (000) 000-0000; and, e-mail xxxxxxxxx@xxxxxxx.xxx;
