Common use of Duration and Transfers Clause in Contracts

Duration and Transfers. The Licensed Technology and all Intellectual Property rights granted to the Owner with respect thereto under this Agreement are inseparable from, or must be used in connection with, the Solar Equipment furnished under this Agreement, and the transfer, taking and holding upon delivery of the Solar Equipment, or any portion thereof, by whatever means, is expressly conditioned upon and subject to the terms of Sections 5.3 and 5.4 of this Agreement. Following delivery (whether actual or scheduled delivery, as set forth in Section 5.3(a) above) of the applicable Solar Equipment to Owner, the Owner’s Limited License (i) shall continue for so long as Owner or any successor retains ownership of the Solar Equipment and continues operating the same, (ii) shall terminate automatically if and when the Solar Equipment is permanently removed from service (subject to earlier termination in accordance herewith) and (iii) shall transfer as part of an assignment that is permitted under Section 22.1. If Owner sells or transfers the Project, the Solar Equipment or any portion thereof to a third party (other than to a Lender or as permitted under Section 22.1), the Owner’s Limited License will terminate as to Owner, and Owner must, as a condition thereof, notify Vendor in writing and assign to the transferee thereof the Owner’s Limited License, and procure from the transferee an assumption of the Owner’s Limited License, on substantially the same terms as set forth in this Section 5.3 to the extent the Owner’s Limited License is applicable to the assets being sold or transferred. The Owner’s Limited License may not be assigned, transferred or sublicensed except as expressly permitted in this Section 5.3(i) and in Section 22.1. For the avoidance of doubt, Vendor expressly agrees to Owner’s sublicense of Owner’s Limited License to the EPC Contractor under the ECC, MSC and CPC for the purposes of the EPC Contractor performing its Work thereunder (as such term is defined in each of the respective agreements). Owner shall be responsible for, and shall indemnify, defend and hold harmless Vendor and its Affiliates, and their respective officers, directors, members, agents and employees from and against any damage, injury or loss resulting from the failure of Owner to comply with the terms of this Section 5.3.

Duration and Transfers. The Licensed Technology and all Intellectual Property rights granted Subject to the Owner termination in accordance with respect thereto under this Agreement are inseparable from, or must be used in connection with, the Solar Equipment furnished under this Agreement, and the transfer, taking and holding upon delivery of the Solar Equipment, or any portion thereof, by whatever means, is expressly conditioned upon and subject to the terms of Sections 5.3 and 5.4 of this Agreement. Following delivery (whether actual or scheduled delivery, as set forth in Section 5.3(a) above) of the applicable Solar Equipment to Owner, the Owner’s Limited License (i) shall continue for so long as Owner Buyer or any successor retains ownership of the Solar Equipment and continues operating the same, same (ii) shall terminate automatically if and when the Solar Equipment is permanently removed from service (subject to earlier termination in accordance herewith) and (iii) shall transfer as part of an assignment that is permitted under Section 22.125.5. If Owner Buyer sells or transfers the ProjectEquipment, the Solar Equipment or any portion thereof to a third party (other than to a Lender or as permitted under Section 22.1)thereof, apart from an Assignment of this Agreement, the Owner’s Limited License will terminate as to OwnerBuyer with respect to the Equipment, or any portion thereof sold or transferred and Owner Buyer must, as a condition thereof, notify Vendor Supplier in writing and assign to the transferee thereof the Owner’s Limited LicenseLicense with respect to the Equipment, or any portion thereof sold or transferred, and procure from the transferee an assumption of the Owner’s Limited such License, on substantially the same terms as set forth in this Section 5.3 Article 13 and in form subject to Supplier’s prior reasonable approval, to the extent the Owner’s Limited License is applicable to the assets being sold or transferred. The Owner’s Limited License may not be assigned, transferred or sublicensed except as expressly permitted in this Section 5.3(i) and in Section 22.113.12. For the avoidance of doubt, Vendor expressly agrees to Owner’s sublicense of Owner’s Limited License to the EPC Contractor under the ECC, MSC and CPC for the purposes of the EPC Contractor performing its Work thereunder (as such term is defined in each of the respective agreements). Owner Buyer shall be responsible for, and shall indemnify, defend and hold harmless Vendor and its Supplier, Supplier’s Parent, Supplier’s Affiliates, and their respective officers, directors, members, agents and employees from and against any damage, injury or loss resulting from the failure of Owner Buyer to comply with the terms of this Section 5.3Article 13. Supplier may terminate the License, except with respect to any Licensed Technology that is integrated in any Equipment as to which title has transferred to Buyer hereunder, on written notice to Buyer if Buyer (a) fails to cure any material breach of an obligation in this Article 13 which is capable of being cured within thirty (30) days after Supplier’s written notice specifying the breach, or (b) on more than two (2) occasions in any five (5) year period, Buyer is found, through resolution of a Dispute, whether by settlement or otherwise, to have materially breached the terms and conditions of this Article 13 in substantially the same manner.

Duration and Transfers. The Licensed Technology and all Intellectual Property rights granted Subject to the Owner termination in accordance with respect thereto under this Agreement are inseparable from, or must be used in connection with, the Solar Equipment furnished under this Agreement, and the transfer, taking and holding upon delivery of the Solar Equipment, or any portion thereof, by whatever means, is expressly conditioned upon and subject to the terms of Sections 5.3 and 5.4 of this Agreement. Following delivery (whether actual or scheduled delivery, as set forth in Section 5.3(a) above) of the applicable Solar Equipment to Owner, the Owner’s Limited License (i) shall continue for so long as Owner Buyer or any successor retains ownership of the Solar Equipment and continues operating the same, same (ii) shall terminate automatically if and when the Solar Equipment is permanently removed from service (subject to earlier termination in accordance herewith) and (iii) shall transfer as part of an assignment that is permitted under Section 22.125.5. If Owner Buyer sells or transfers the ProjectEquipment, the Solar Equipment or any portion thereof to a third party (other than to a Lender or as permitted under Section 22.1)thereof, apart from an Assignment of this Agreement, the Owner’s Limited License will terminate as to OwnerBuyer with respect to the Equipment, or any portion thereof sold or transferred and Owner Buyer must, as a condition thereof, notify Vendor Supplier in writing and assign to the transferee thereof the Owner’s Limited LicenseLicense with respect to the Equipment, or any portion thereof sold or transferred, and procure from the transferee an assumption of the Owner’s Limited such License, on substantially the same terms as set forth in this Section 5.3 Article 13 and in form subject to Supplier’s prior reasonable approval, to the extent the Owner’s Limited License is applicable to the assets being sold or transferred. The Owner’s Limited License may not be assigned, transferred or sublicensed except as expressly permitted in this Section 5.3(i) and in Section 22.113.12. For the avoidance of doubt, Vendor expressly agrees to Owner’s sublicense of Owner’s Limited License to the EPC Contractor under the ECC, MSC and CPC for the purposes of the EPC Contractor performing its Work thereunder (as such term is defined in each of the respective agreements). Owner Buyer shall be responsible for, and shall indemnify, defend and hold harmless Vendor and its Supplier, Supplier’s Parent, Supplier’s Affiliates, and their respective officers, directors, members, agents and employees from and against any damage, injury or loss resulting from the failure of Owner Buyer to comply with the terms of this Section 5.3.Article 13. Supplier may terminate the License, except with respect to any Licensed Technology that is integrated in any Equipment as to which title has transferred to Buyer hereunder, on written notice to Buyer if Buyer (a) fails to cure any material breach of an obligation in this Article 13 which is capable of being cured within thirty (30) days after Supplier’s written notice specifying the breach, or (b) on more than two (2) occasions in any five (5) year period, Buyer is found,