Cisco’s Right to Manufacture Sample Clauses

Cisco’s Right to Manufacture. This Section 19 shall be applicable with respect to Supplier’s [**] Products, such as the [**], included in this Agreement. 19.1 Supplier hereby grants to Cisco a royalty-free, worldwide, nonexclusive, nontransferable, perpetual, irrevocable right and license to manufacture, or have manufactured, (i) any Custom Product sold hereunder; and (ii) such other Products as may be expressly identified in writing, as being subject to this license grant, solely for the limited purposes of allowing Cisco and Authorized Purchasers to incorporate such Product into (or bundle such Product with) Cisco’s products in accordance with the terms of this Agreement. Cisco may exercise this license at any time during the term of this Agreement upon the occurrence of any of the following events or circumstances: (i) If Supplier fails consistently or continuously to supply Products in the quantities required in accordance with its obligations under the Agreement. For purposes of this Section 19, Supplier will be deemed to have failed to deliver Products “consistently or continuously” if Supplier has not delivered at least [**] percent ([**]%) of the Products required to be delivered under Orders placed by Cisco or Cisco Authorized Purchasers and accepted in accordance with Section 3 above on or within [**] after the applicable delivery dates during any [**] during the Term. However, such delayed deliveries shall be subject to the obligations in Section 5 of this Agreement. (ii) If Supplier discontinues manufacturing the Product(s) and does not either offer a last time buy right or make a substitute product available to Cisco at a mutually agreeable price that, in Cisco’s sole discretion, is equivalent in form, fit and function. (iii) If Supplier effects an assignment of this Agreement in violation of Section 20.1 (Assignment). (iv) Upon the occurrence of any one of the following events (each, an “Insolvency Event”): (a) a receiver is appointed for Supplier or its property; (
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Cisco’s Right to Manufacture. Frontier grants Cisco, for a period not to exceed [*] from Cisco's exercise of such grant, a worldwide, nonexclusive, non-transferable right and license to manufacture or have manufactured the Products ("Manufacturing Rights") at any time upon occurrence of any of the events and/or circumstances defined below, provided the parties' management has met to review the event and/or circumstances causing the transfer of Manufacturing Rights to Cisco and has failed, after exhausting all reasonable efforts, to reach an alternative resolution. (a) If Frontier fails to consistently supply Cisco with Products meeting the applicable Specifications in the quantities required in accordance with Cisco purchase orders, and fails to provide Cisco with a reasonable cure and/or reasonable assurances of an expeditious cure within [*] of receipt of Cisco's notification of Frontier's failed performance. For the purposes of this section, Frontier shall have been deemed to have failed consistently in performing its obligations to supply Products if: (i) for any [*] period, Frontier fails to deliver at least [*] of the required quantities of the Product on or before the scheduled delivery dates; or, (ii) greater than [*] of the Products delivered over any [*] are defective in any material respect with regard to materials and workmanship. Cisco agrees to provide Frontier with a [*] which identifies the [*] associated with Frontier's [*] to enable Frontier to review and correct any deficiencies in its performance hereunder. In the event Cisco fails to provide the required [*] for any of the [*] which are the basis for Frontier's failed performance hereunder, Cisco may not invoke its Manufacturing Rights unless and until such time as Cisco provides Frontier with the -------------- [*] indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 406 promulgated under the Securities Act of 1933, as amended. required [*] and notice of Frontier's failure for the specified [*], and Frontier, after receipt of the [*] and notification from Cisco, fails to provide Cisco with a reasonable cure and/or reasonable assurances of an expeditious cure within [*] of receipt of said notification. In the event Frontier cures its failed performance within the required time frame, Cisco may not invoke any Manufacturing Rights under this section until such time as Fron...
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Cisco’s Right to Manufacture. Frontier grants Cisco, for a period not to exceed [*] from Cisco's exercise of such grant, a worldwide, nonexclusive, non-transferable right and license to manufacture or have manufactured the Products ("Manufacturing Rights") at any time upon occurrence of any of the events and/or circumstances defined below, provided the parties' management has met to review the event and/or circumstances causing the transfer of Manufacturing Rights to Cisco and has failed, after exhausting all reasonable efforts, to reach an alternative resolution. (a) If Frontier fails to consistently supply Cisco with Products meeting the applicable Specifications in the quantities required in accordance with Cisco purchase orders, and fails to provide Cisco with a reasonable cure and/or reasonable assurances of an expeditious cure within [*] days of receipt of Cisco's notification of Frontier's failed performance. For the purposes of this section, Frontier shall have been deemed to have failed consistently in performing its obligations to supply Products if: (i) for any [*] period, Frontier fails to deliver at least [*] of the required quantities of the Product on or before the scheduled delivery dates; or, (ii) greater than [*] of the Products delivered over any [*] period are defective in any material respect with regard to materials and [*] indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 406 promulgated under the Securities Act of 1933, as amended.
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Cisco’s Right to Manufacture. MMC agrees that it shall grant Cisco the ---------------------------- right to manufacture, and hereby does grant Cisco the worldwide, nonexclusive, nontransferable, perpetual, irrevocable right and license, without the right to sub-license, under MMC's Proprietary Rights, to manufacture or have manufactured, use sell or otherwise distribute the MMC Chip Set upon the occurrence of the following events or circumstances: (a) MMC assigns, transfers or delegates its rights and obligations under this Agreement to another party without Cisco's prior written consent, including without limitation any transfer by sale, merger or other business combination of ownership of or control over more than fifty percent (50%) of the voting securities or control of MMC; Cisco will not unreasonably withhold its consent provided that the assignee can carry out the obligations under this Agreement. (b) MMC fails consistently to supply Cisco with MMC Chip Sets meeting the applicable quality standards in the quantities required in accordance with the capacity requirements set forth in section 4.2. For purposes of this paragraph (b), MMC shall be deemed to have failed consistently in performing its obligations to supply MMC Chip Sets if over a twelve month period, three occurrences in which (i) MMC fails to ship at least ninety percent (90%) of the scheduled quantities of the MMC Chip Set for any two (2) month period on or before the ship dates scheduled in accordance with this Agreement, or (ii) more than .4 percent (or 4000 DPM) as a Cisco Chip Set (see Exhibit G) delivered are defective in any material respect with regard to materials and workmanship (excluding design defects, software bugs and other defects which are not related to manufacturing operations). (c) Cisco reasonably deems itself insecure with respect to MMC's capacity to continue to supply MMC Chip Sets in accordance with this Agreement because MMC is experiencing financial distress as evidenced by the occurrence of all of the following: (i) MMC has experienced losses for the two preceding fiscal quarters, (ii) MMC has working capital on hand that is inadequate to fund MMC's operations for the following three months at the same level as the prior three months and (iii) MMC fails to obtain sufficient working capital for such following three months within 30 days after receiving written notice from Cisco that Cisco intends to exercise its right to manufacture MMC Chip Sets. Cisco and MMC agree that, if MMC recovers f...
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Related to Cisco’s Right to Manufacture

  • Manufacture 2.1. The LED(s) on the LED module shall be equipped with suitable fixation elements. 2.2. The fixation elements shall be strong and firmly secured to the LED(s) and the LED module.

  • Licensed Technology (a) LICENSOR is not aware of any interference, infringement, misappropriation, or other conflict with any intellectual property rights of third parties, and LICENSOR has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that LICENSOR must license or refrain from using any intellectual property rights of any third party). To the knowledge of LICENSOR, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any of the LICENSED TECHNOLOGY. (b) Exhibit A identifies each patent or registration which has been issued to LICENSOR with respect to any of the LICENSED TECHNOLOGY and identifies each pending patent application or application for registration which LICENSOR has made with respect to any of the LICENSED TECHNOLOGY. LICENSEE acknowledges that LICENSOR has previously made available to LICENSEE correct and complete copies of all such patents, registrations and applications (as amended to-date) in LICENSOR’s possession and has made available to LICENSEE correct and complete copies of all other written documentation in LICENSOR’s possession evidencing ownership and prosecution (if applicable) of each such item. (c) Exhibit A identifies each item of LICENSED TECHNOLOGY that is assigned to LICENSOR or that LICENSOR uses pursuant to license, sublicense, agreement, or permission. LICENSOR has made available to LICENSEE correct and complete copies of all such licenses, sublicenses, agreements, patent prosecution files and permissions (as amended to-date) in LICENSOR’s possession. With respect to each item of LICENSED TECHNOLOGY required to be identified in Exhibit A and to the knowledge of LICENSOR: (i) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (ii) the license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no Party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) no party to the license, sublicense, agreement, or permission has repudiated any provision thereof; (v) the underlying item of LICENSED TECHNOLOGY is not subject to any outstanding lien or encumbrance, injunction, judgment, order, decree, ruling, or charge; (vi) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or is threatened which challenges the legality, validity, or enforceability of the underlying item of LICENSED TECHNOLOGY; and (vii) except as provided in Exhibit A, LICENSOR has not granted any license or similar right to the LICENSED TECHNOLOGY within the GENERAL FIELD or PARTHENOGENESIS FIELD.

  • Infringing Products or Services If the use of any Products or Services is enjoined (collectively, “Infringing Products”), Supplier shall at its expense procure the right for DXC to continue using or receiving the Infringing Products. If Supplier is unable to do so, Supplier shall at its expense (and at Indemnitees’ option): (i) replace the Infringing Products with non-infringing Products or Services of equivalent form, function and performance; or (ii) modify the Infringing Products to be non-infringing without detracting from form, function or performance; or

  • Reformulation of Products As of the Effective Date, and continuing thereafter, Products that Xxxxx directly manufactures, imports, distributes, sells, or offers for sale in California shall either: (a) be Reformulated Products pursuant to § 2.2, below; or (b) be labeled with a clear and reasonable exposure warning pursuant to §§ 2.3 and 2.4, below. For purposes of this Settlement Agreement, a “Reformulated Product” is a Product that is in compliance with the standard set forth in

  • Supply of Materials The following materials will be supplied by the department Name of Materials Rate. Place of delivery 1.

  • Product ACCEPTANCE Unless otherwise provided by mutual agreement of the Authorized User and the Contractor, Authorized User(s) shall have thirty (30) days from the date of delivery to accept hardware products and sixty (60) days from the date of delivery to accept all other Product. Where the Contractor is responsible for installation, acceptance shall be from completion of installation. Failure to provide notice of acceptance or rejection or a deficiency statement to the Contractor by the end of the period provided for under this clause constitutes acceptance by the Authorized User(s) as of the expiration of that period. The License Term shall be extended by the time periods allowed for trial use, testing and acceptance unless the Commissioner or Authorized User agrees to accept the Product at completion of trial use. Unless otherwise provided by mutual agreement of the Authorized User and the Contractor, Authorized User shall have the option to run testing on the Product prior to acceptance, such tests and data sets to be specified by User. Where using its own data or tests, Authorized User must have the tests or representative set of data available upon delivery. This demonstration will take the form of a documented installation test, capable of observation by the Authorized User, and shall be made part of the Contractor’s standard documentation. The test data shall remain accessible to the Authorized User after completion of the test. In the event that the documented installation test cannot be completed successfully within the specified acceptance period, and the Contractor or Product is responsible for the delay, Authorized User shall have the option to cancel the order in whole or in part, or to extend the testing period for an additional thirty (30) day increment. Authorized User shall notify Contractor of acceptance upon successful completion of the documented installation test. Such cancellation shall not give rise to any cause of action against the Authorized User for damages, loss of profits, expenses, or other remuneration of any kind. If the Authorized User elects to provide a deficiency statement specifying how the Product fails to meet the specifications within the testing period, Contractor shall have thirty (30) days to correct the deficiency, and the Authorized User shall have an additional sixty (60) days to evaluate the Product as provided herein. If the Product does not meet the specifications at the end of the extended testing period, Authorized User, upon prior written notice to Contractor, may then reject the Product and return all defective Product to Contractor, and Contractor shall refund any monies paid by the Authorized User to Contractor therefor. Costs and liabilities associated with a failure of the Product to perform in accordance with the functionality tests or product specifications during the acceptance period shall be borne fully by Contractor to the extent that said costs or liabilities shall not have been caused by negligent or willful acts or omissions of the Authorized User’s agents or employees. Said costs shall be limited to the amounts set forth in the Limitation of Liability Clause for any liability for costs incurred at the direction or recommendation of Contractor.

  • Third Party Technology The Company makes use of third party technology to collect information required for traffic measurement, research, and analytics. Use of third party technology entails data collection. We therefore would like to inform clients the Company enables third parties to place or read cookies located on the browsers of users entering the Company’s domain. Said third parties may also use web beacons to collect information through advertising located on the Company’s web site. Please note that you may change your browser settings to refuse or disable Local Shared Objects and similar technologies; however, by doing so you may be disabling some of the functionality of Company’s services.

  • Third Party Components The Products and Services may contain third party components (including open source software) subject to separate license agreements. To the limited extent a third party license expressly supersedes this XXXX, such third party license governs Customer’s use of that third party component.

  • Licensed Products Lessee will obtain no title to Licensed Products which will at all times remain the property of the owner of the Licensed Products. A license from the owner may be required and it is Lessee's responsibility to obtain any required license before the use of the Licensed Products. Lessee agrees to treat the Licensed Products as confidential information of the owner, to observe all copyright restrictions, and not to reproduce or sell the Licensed Products.

  • Marking of Licensed Products To the extent commercially feasible and consistent with prevailing business practices, Company shall xxxx, and shall cause its Affiliates and Sublicensees to xxxx, all Licensed Products that are manufactured or sold under this Agreement with the number of each issued patent under the Patent Rights that applies to such Licensed Product.

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