Company Licenses. Seller hereby grants, on behalf of itself and its Affiliates, to Company Buyer, as of the Closing Date, a worldwide, perpetual, fully paid-up, irrevocable, royalty free, non-exclusive license to the Shared Intellectual Property (other than the Excepted Shared Intellectual Property identified on Schedule 9.9.1.A) with the right to sublicense to Company Buyer Affiliates, successors, assigns, customers and/or designated suppliers, to develop, manufacture (including the right to have made), use, import, export, offer to sell and sell products and services and future products and services of the type provided by the Company Business prior to the Closing Date and to use, reproduce, prepare derivative works, distribute copies, perform and display copyrighted works in connection therewith, pursuant to the License Agreement in the form of Exhibit 9.9.3 (“Company IP License Agreement”). Further, Seller, on behalf of itself and its Affiliates, hereby grants to Company Buyer, as of the Closing Date with respect to the Company Business, a sublicense to the extent permitted by and subject to the terms and conditions of Seller’s existing agreements, to develop, manufacture (including the right to have made), use, import, export, offer to sell and sell products and services and to use, reproduce, prepare derivative works, distribute copies, perform and display copyrighted works in connection therewith pursuant to the Company IP License Agreement. The licenses and sublicenses granted to Company Buyer under this Section 9.9.3 do not extend to the Steering Excluded Products identified on Schedule 9.9.1.B. Further, the license and sublicense granted pursuant to the Company IP License Agreement and this Section 9.9.3 are not assignable in whole or in part except to a purchaser of all or substantially all of the business to which the respective license(s) relate.
Company Licenses. (i) Schedule 4.16(i) of the Disclosure Schedule lists all of the licenses necessary to build, own and operate a mobile cellular communications network and to provide telecommunications services related thereto (the “Company Licenses”), and with respect to each such Company License, such Schedule sets forth the following information, as applicable: the type of Company License, the name, the issuer and number of the license, the frequency standard, the date of issue and term of the license, the region and/or city covered by the license, the frequency or frequencies authorized or reserved and the bandwidth.
Company Licenses. 5.1(i)(ii) Company Non-U.S. Compensation and Benefits Plan......................................... 5.1(h)(i) Company Option.......................................................................... 5.1(b) Company Pension Plan.................................................................... 5.1(h)(ii) Company Reports......................................................................... 5.1(e)(i) Company Requisite Vote.................................................................. 5.1(c)(i) Company U.S. Compensation and Benefits Plan............................................. 5.1(h)(ii) Computer Software....................................................................... 5.1(p)(iii)(1) Confidentiality Agreements.............................................................. 9.7 Consent/Tender Offers................................................................... 6.7
Company Licenses. The Company holds or possesses, and is in compliance with, and has timely sought the renewal of, all Licenses required for the lawful conduct of the Business as currently conducted (the “Company Licenses”). Schedule 5.10 sets forth a true, complete, and correct list of all such Company Licenses, including with respect to each the type of license, the license number, the jurisdiction issuing such license, and the expiration date of such license. Except as set forth on Schedule 5.10: (a) each Company License is valid and in full force and effect; (b) neither the Company nor any Seller Party has received any notice or other communication alleging, or is in, any breach of or default under any Company License; and (c) the consummation of the Contemplated Transactions will not result in the termination or impairment of any of the Company Licenses.
Company Licenses. 3.13 10 6
Company Licenses. Prior to the Closing, Company shall maintain the validity of the Company Licenses and shall comply in all material respects with all requirements of the Company Licenses, the Communications Act and any applicable state or local Utilities Laws. Prior to the Closing, Company shall use commercially reasonable efforts to (a) refrain from taking any action that would jeopardize the validity of any of the Company Licenses, (b) prosecute with due diligence any pending applications with respect to the Company Licenses, including any renewals thereof and applications seeking the FCC Consents and the PUC Consents and (c) with respect to Company Licenses, file all registrations, reports, renewal applications, and other documents and pay all required fees and contributions, in each case, that are required by the Communications Act or any applicable state or local Utilities Laws, as and when such filings or reports are necessary or appropriate.
Company Licenses. Certain manufacturing licenses required by the Company to perform its activities are currently held in Executive’s name (the “Company Licenses”). The Company shall take all reasonable efforts to cause the Company Licenses to be canceled or transferred into the name of another Company employee or officer.
Company Licenses. Research Projects (a) Subject to any limitations imposed by law or by the terms of any government grant, government contract, or Cooperative Research and Development Agreement with a government agency ("CRADA"), Columbia will grant to the Company a license in substantially the form attached hereto as Exhibit F, at royalty rates and other payment terms as set forth therein, for any Invention or Research Project Information excluding, however, research developments not related to the discovery, mapping, sequencing or validation of disease-related genes, such as methods, procedures, algorithms, and technologies related to basic science (collectively, "Reserved Developments"). The Company at any time may request that Columbia enter into such a license by notice in writing to Columbia accompanied by a completed written license agreement in substantially the form attached hereto as Exhibit F, executed on behalf of the Company by an authorized representative of the Company.
Company Licenses. The Company has obtained, all necessary and applicable Consents, approvals, clearances, authorizations, licenses and registrations required by the Company by United States or foreign governments or Government Bodies with respect to each Product and service provided by it in the jurisdictions in which it operates (collectively, the “Company Licenses”). A list of all such Company Licenses are included in Part 2.12(b) of the Disclosure Schedule. Except as disclosed in Part 2.12(b) of the Disclosure Schedule, the Company is in compliance with all terms and conditions of each Company License and with all applicable laws pertaining thereto. The Company is in compliance with all applicable reporting requirements for all Company Licenses described above, including, but not limited to, applicable adverse event reporting requirements in the jurisdictions in which it has been issued such Company Licenses.
Company Licenses. Section 2.4 of the Company Disclosure Letter sets forth all material permits, licenses and provider agreements, if any, and other authorizations issued and required by Governmental Entities for the operations of the Company Facilities as assisted living facilities (collectively, the “Company Licenses”). The Company agrees to provide Parent with copies of the existing Company Licenses within fifteen (15) days after the Effective Time to the extent not previously provided. The Company or a wholly-owned Subsidiary of the Company is the holder of all the Company Licenses.
