Existing License Agreement. From the date hereof until the Closing, Seller and Buyer shall perform and comply with all of their obligations under the Existing License Agreement. Effective upon the Closing, the Existing License Agreement, and all rights and obligations therein, shall terminate automatically and be of no further force or effect, other than the following provisions thereof, which shall survive such termination and continue in effect following the Closing in accordance with their respective terms: (a) Article 12 (Confidentiality) (solely with respect to the Confidential Information (as defined in the Existing License Agreement) of Buyer); (b) Section 13.2 (IP Warranty and Indemnity) (solely with respect to Pre-Closing Products and any alleged or actual Intellectual Property Rights infringement by the iCAD Marks (each as defined in the Existing License Agreement) occurring before the Closing); (c) Section 14.1 (Indemnity by iCAD) (solely with respect to (i) any breach by Seller of any express covenant, representation or warranty of the Existing License Agreement occurring before the Closing, (ii) any negligent act or omission or willful misconduct of Seller or its employees before the Closing that causes or results in tangible property damage, personal injury or death, (iii) any failure by Seller to comply with applicable law before the Closing and (iv) any defective or non-compliant Pre-Closing Product or any defect in any Documents (as defined in the Existing License Agreement) existing before the Closing; (d) Section 16.3 (Effect of Termination) and (e) Article 18 (General Provisions), but excluding Sections 18.4, 18.6, 18.8, 18.9, 18.18 and 18.19 except as otherwise expressly set forth herein (collectively, the “Surviving Existing License Agreement Provisions”). For the avoidance of doubt, Seller hereby acknowledges and agrees that any license to the Customized Products (as defined in the Existing License Agreement) granted to a Customer (as defined in the Existing License Agreement) prior to the Closing Date shall survive the termination of the Existing License Agreement and continue in effect following the Closing. As of the date hereof, (i) Buyer has no knowledge of any violations or any actions that would give rise to any claim under the Surviving Existing License Agreement Provisions referred to in clauses (a), (b) (except as set forth on Schedule 5.11), (c) and (d) of this Section 5.11 (for purposes of the foregoing, “knowledge” means the actual knowledge of Xxx...
Existing License Agreement. If Customer has an existing Sabre license agreement with Sabre, the parties agree to extend the term of the prior agreement through the Effective Date of this Agreement.
Existing License Agreement. Nothing in this Term Sheet is intended to bind Licensor and/or Licensee and/or modify, amend or terminate the parties’ rights or obligations under the Agreement (the “Agreement”) dated as of August 31, 2006, is between Sony Pictures Television Inc. (“Licensor”) and iN DEMAND L.L.C. (the “Existing License Agreement”), as amended, by and between Licensor and Licensee. [The following terms and conditions of the Existing License Agreement are hereby expressly incorporated by reference herein and made applicable hereto: [ ]. [NOTE: Comcast and Sony to discuss.] Except as expressly set forth herein, the terms and conditions of the Existing License Agreement shall not govern and/or otherwise affect this Term Sheet and/or the license and/or distribution, exhibition and/or other use of the Early Window Titles pursuant to this Term Sheet. EXHIBIT A EARLY WINDOW CONTENT PROTECTION REQUIREMENTS Outputs
Existing License Agreement. Nothing in this Term Sheet is intended to bind Licensor and/or Licensee and/or modify, amend or terminate the parties’ rights or obligations under the Agreement (the “Agreement”) dated as of August 31, 2006, is between Sony Pictures Television Inc. (“Licensor”) and iN DEMAND L.L.C. (the “Existing License Agreement”), as amended, by and between Licensor and Licensee. If the parties mutually agree to the terms herein, the parties will enter into an amendment of the Existing License Agreement to incorporate these terms. All terms and conditions of the Existing License Agreement will govern the license of the Early Window Titles to the extent they do not conflict with the terms herein.
Existing License Agreement. 2.2.1 NexMed does hereby agree not to enforce against Allergan any claims under the Existing License Agreement to the extent any such claim is caused by or is the result of any act or omission by or on behalf of NexMed under this Agreement.
Existing License Agreement. As of the Effective Date, the Existing License Agreement shall be amended as follows:
Existing License Agreement. Notwithstanding anything to the contrary set forth in this Agreement, any royalties (or any other payments) to be paid under the Existing License Agreement shall be the sole responsibility of ARQULE.
Existing License Agreement. The Existing License Agreement has not been modified or amended and is in full force and effect. Seller has delivered a true, correct and complete copy of the Existing License Agreement to Purchaser. To Seller’s knowledge, there are no material defaults, disputes, claims or rights of set-off under the Existing License Agreement, except as set forth in the next succeeding sentence. Seller delivered a notice to Hilton pursuant to Paragraph 23 of the Existing License Agreement, and Hilton waived its right to purchase the Project pursuant to such notice contingent on the Xxxxxx Inc, (“Xxxxxx”) who acquired the right to purchase the Project from Hilton, waiving such right.
Existing License Agreement. If Hilton as consented to an assignment of the Existing License Agreement to Purchaser, any amounts prepaid or payable under the Existing License Agreements shall be prorated at the Closing as of the Closing Date with Seller obligated for all sums accrued prior to 12:01 a.m. on the Closing Date and Purchaser obligated for all sums accrued after 12:01 a.m. on the Closing Date. At least five (5) days prior to Closing, Seller shall deliver to Purchaser copies of all information and records necessary to support the prorations hereunder. In the event any prorations made pursuant hereto shall prove incorrect for any reason whatsoever, either party shall be entitled to an adjustment to correct the same. The parties’ obligations under this Section 7(D) shall survive the Closing.
Existing License Agreement. XXXXXX and EKF acknowledge and agree that the Existing License Agreement is a valid subsisting agreement governing their relationship for the period up to the Effective Date. XXXXXX and EKF further acknowledge and agree that with effect from the Effective Date this Agreement shall supersede and replace the Existing License Agreement to govern the arrangements between them in respect of the matters the subject of this Agreement.
