FCC Licenses (a) Each Mission Entity, and each Restricted Subsidiary of each such entity, holds such validly issued Broadcast Licenses as are necessary to operate the Stations as they are currently operated, and each such Broadcast License is in full force and effect (it being recognized that, as indicated on Schedules 5.22, certain Stations may, from time to time, operate pursuant to Special Temporary Authority granted by the FCC). The Stations, together with Broadcast Licenses, are identified on Schedule 5.22, and each such Broadcast License has the expiration date set forth on Schedule 5.22.
(b) No Mission Entity has knowledge of any condition imposed by the FCC as part of any Broadcast License which is neither set forth on the face thereof as issued by the FCC nor contained in the Communications Laws applicable generally to stations of the type, nature, class or location of the Station in question. Except as otherwise set forth on Schedules 5.22 and 5.22(c), each Station has been and is being operated in all material respects in accordance with the terms and conditions of the Broadcast Licenses applicable to it and the Communications Laws.
(c) Except as otherwise set forth on Schedule 5.22(c), no proceedings are pending or, to the knowledge of any Mission Entity or any Restricted Subsidiary are threatened which may result in the revocation, modification, non-renewal or suspension of any applicable Broadcast License of such Mission Entity, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to any Station, or its operation, other than (i) any proceedings which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect and (ii) proceedings affecting the television broadcasting industry in general.
(d) All reports, applications and other documents required to be filed by the Mission Entities and their Restricted Subsidiaries with the FCC with respect to the Stations, have been timely filed, and all such reports, applications and documents are true, correct and complete in all respects, except where the failure to make such timely filing or any inaccuracy therein could not reasonably be expected to have a Material Adverse Effect, and except as otherwise set forth on Schedule 5.22(c), no Mission Entity nor any Restricted Subsidiary of a Mission Entity has knowledge of any matters which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any Broadcast License or the imposition on any Mission Entity or any Restricted Subsidiary of any material fines or forfeitures by the FCC, or which could reasonably be expected to result in the revocation, rescission, reversal or material adverse modification of the authorization of any Broadcast License.
(e) There are no unsatisfied or otherwise outstanding citations issued by the FCC with respect to any Station or its operations.
Sub-licensing Nuvectis may grant sub-licences (through multiple tiers) of its rights under this Agreement, provided that:
(1) the granting of any sub-licences shall not relieve Nuvectis of any obligations or duties imposed on it under this Agreement;
(2) it shall not grant or allow the grant of any sub-licences to (i) a tobacco company (being any entity identified as such in the Cancer Research UK Code of Practice on Tobacco Industry Funding to Universities); or (ii) a party which is actively and/or currently engaged in the manufacture, production or sale of weapons or ammunition;
(3) subject to the provisions of Clause 2.5, such sub-licence shall be on arm’s length commercial terms reflecting the market value of the rights granted;
(4) [***];
(5) [***];
(6) Nuvectis shall ensure that there are included in any sub-licence terms which shall enable Nuvectis to comply with its obligations under this Agreement;
(7) subject to the provisions of clause 12.6, each sub-licence shall, and shall be expressed in each sub-licence agreement to, terminate automatically upon termination of the license under clause 2.1 and/or any commercial licence to the Collaboration Option IP;
(8) [***];
(9) it shall diligently collect all amounts due under each sub-licence;
(10) Nuvectis shall ensure that each Sub-Licence does not prohibit Nuvectis’s grant and the implementation of any [***] hereunder;
(11) it shall be responsible for any breach of the sub-licence by the Sub-Licensee of Licensed Products and/or Additional Licensed Products, as if the breach had been that of Nuvectis under this Agreement;
(12) the grant of any sub-licence shall be without prejudice to Nuvectis’s obligations under this Agreement. Any act or omission of any Sub-Licensee which, if it were the act or omission of Nuvectis would be a breach of any of the provisions of this Agreement, will be deemed to be a breach of this Agreement by Nuvectis who will be liable to the University accordingly;
(13) the obligations in Clause 2.4 (3), (4), (5), (6) (excluding the development and commercialisation obligations set out in Clause 5.1), (8) and (9) shall not apply in relation to agreements that Nuvectis and/or a Sub-Licensee enters into with Third Party Service Providers, provided that: (a) such agreements relate to the provision of research, development and/or manufacturing services to Nuvectis and/or a Sub-Licensee in connection with Licensed Products and/or Additional Licensed Products; and (b) no rights are granted to such Third Party Service Providers to: (i) research, develop or manufacture its own products; and/or (ii) sell the Licensed Products and/or Additional Licensed Products;
(14) each subclause of this Clause 2.4 shall apply to each tier of sub-licence unless expressly stated otherwise.
Licensing The Subrecipient, unless otherwise exempted by law, shall obtain and maintain all licenses, permits, and authority necessary to perform those acts it is obligated to perform under this Agreement.
Software Licensing Contractor represents and warrants that the software, if any, as delivered to City, does not contain any program code, virus, worm, trap door, back door, time or clock that would erase data or programming or otherwise cause the software to become inoperable, inaccessible, or incapable of being used in accordance with its user manuals, either automatically, upon the occurrence of licensor-selected conditions or manually on command. Contractor further represents and warrants that all third party software, delivered to City or used by Contractor in the performance of the Contract, is fully licensed by the appropriate licensor.
State Business Licenses The Servicer or the Certificateholder shall prepare and instruct the Trust to file each state business license (and any renewal thereof) required to be filed under applicable state law without further consent or instruction from the Instructing Party (as defined in the Trust Agreement), including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulation.
Business License Prior to commencement of work, Consultant shall obtain a business license from City.
Import Licensing 1. Each Party shall ensure that all automatic and non- automatic import licensing measures are implemented in a transparent and predictable manner, and applied in accordance with the Agreement on Import Licensing Procedures in Annex 1A to the WTO Agreement.
2. Each Party shall promptly notify the other Parties of existing import licensing procedures. Thereafter, each Party shall notify the other Parties of any new import licensing procedures and any modification to its existing import licensing procedures, to the extent possible 60 days before it takes effect, but in any case no later than within 60 days of publication. The information in any notification under this Article shall be in accordance with Article 5.2 and 5.3 of the Agreement on Import Licensing Procedures in Annex 1A to the WTO Agreement.
3. Upon request of another Party, a Party shall, promptly and to the extent possible, respond to the request of that Party for information on import licensing requirements of general application.
Sublicensing Licensee has the right to grant Sublicense Agreements under the Licensed Subject Matter consistent with the terms of the Agreement, subject to the following:
(a) A Sublicense Agreement shall not exceed the scope and rights granted to Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable terms and conditions of the Agreement and shall indicate that Licensor is a third party beneficiary of the Sublicense Agreement. In the event of termination of this Agreement, continued sublicense rights shall be governed by Section 7.5(a) (Effect of Termination). Licensee has no right to grant a Sublicensee the right to grant further sub-Sublicense Agreements.
(b) Licensee shall deliver to Licensor a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate or Sublicensee, and any modification or termination thereof, within thirty (30) days following the applicable execution, modification, or termination of such Sublicense Agreement. All Sublicense Agreements will be in English.
(c) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Licensor for all of the Licensee’s duties and obligations contained in the Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any act or omission of a Sublicensee that would be a breach of the Agreement if performed by Licensee will be deemed to be a breach by Licensee. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the Agreement if such acts were performed by Licensee.
FCC The Federal Communications Commission.
Conduct of Business; Regulatory Permits Neither the Company nor any of its Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation, any certificate of designation, preferences or rights of any other outstanding series of preferred stock of the Company or any of its Subsidiaries or Bylaws or their organizational charter, certificate of formation, memorandum of association, articles of association, Certificate of Incorporation or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which could not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation of any of the rules, regulations or requirements of the Principal Market and has no knowledge of any facts or circumstances that could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. During the two years prior to the date hereof, (i) the Common Stock has been listed or designated for quotation on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. There is no agreement, commitment, judgment, injunction, order or decree binding upon the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party which has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of the Company or any of its Subsidiaries, any acquisition of property by the Company or any of its Subsidiaries or the conduct of business by the Company or any of its Subsidiaries as currently conducted other than such effects, individually or in the aggregate, which have not had and would not reasonably be expected to have a Material Adverse Effect on the Company or any of its Subsidiaries.
