Inbound License Agreements. Section 3.15(e), ........29 include or including .....................................Section 8.8(h), .........60
Inbound License Agreements. Section 2.14(e),.................... 24 incentive stock options.......................................................... Section 1.10(a),.................... 5 include or including............................................................. Section 7.8(e),..................... 60
Inbound License Agreements. Each of the Purchaser and the Sellers shall, and the Purchaser shall cause any relevant Designated Purchaser and the Sellers shall cause any Affiliate (other than the EMEA Debtors) to, use reasonable efforts and work cooperatively in good faith to facilitate the Purchaser’s negotiation with the licensor under any Inbound License Agreement that is not assigned to the Purchaser or a Designated Purchaser to obtain rights for the Purchaser or a Designated Purchaser to use the Intellectual Property that is licensed under that Inbound License Agreement, or, if that negotiation is unsuccessful, the Sellers shall use reasonable efforts to provide the same interests, benefits and rights under such Inbound License Agreement, in each case, as reasonably necessary to effectively operate the Business from and after Closing, including in the case of the Sellers requesting Consent to the grant of these rights from the relevant third party; provided, however, that the Sellers shall be under no obligation to seek any such Consent prior to the completion of the Auction or to compromise any right, asset or benefit (including relinquishment of rights in the Retained Field of Use, as defined in the Intellectual Property License Agreement) or to expend any amount or incur any Liability or provide any other consideration in complying with its obligations under this Section 5.15.
Inbound License Agreements. Section 3.11(o) of the Disclosure Schedule sets forth a complete and correct list of all Inbound License Agreements that have been entered into in connection with the Business, excluding the Nidek-Topcon Patent License Agreement and for listing purposes only those licenses to the Company granted by employees or consultants of the Company pursuant to employee or consultant Standard Form IP Contracts in the forms which have been disclosed to Acquiror prior to Closing. 15
Inbound License Agreements. Section 5.21.(h) of the Disclosure Schedule sets forth a complete and accurate list of all Inbound License Agreements, indicating the title and the parties thereto. The rights licensed under each Inbound License Agreement shall be exercisable by the Company on and after the applicable Closing to the same extent as by the Company or its applicable Subsidiary prior to the applicable Closing. No loss, breach or expiration of any Intellectual Property Rights licensed to the Company or any of its Subsidiaries under any Inbound License Agreement is pending or reasonably foreseeable or, to the Sellers’ Knowledge, threatened. No licensor under any Inbound License Agreement has any ownership or exclusive license rights in or with respect to any improvements made by the Company or any Subsidiary to the Intellectual Property Rights licensed thereunder.
Inbound License Agreements. Section 2.14(b)(ii) of the Company Disclosure Schedule sets forth an accurate and complete list of any and all Inbound License Agreements, other than (A) licenses for Standard Commercial Software or (B) licenses where the total amount payable thereunder does not exceed $10,000. For each Inbound License Agreement listed, Section 2.14(b)(ii) of the Company Disclosure Schedule sets forth the title, parties and effective date of such Inbound License Agreement and any amendment thereof.
Inbound License Agreements. Section 2.18(e)..............25 incentive stock options or ISOs......
Inbound License Agreements. 29 include .............................................................. 59
Inbound License Agreements. Seller is current on all of its obligations arising under the Inbound License Agreements and there is no amount due under the Inbound License Agreements for goods and services provided to Seller prior to the Closing. Schedule 9.13 is a complete list of each Inbound License Agreement. The Inbound License Agreements listed on Schedule 9.13 are legal, valid, binding, enforceable and in full force and effect in all respects and will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following consummation of the transactions contemplated hereby. Seller is in compliance in all material respects with the provisions of each of the Inbound License Agreements and, no event has occurred that, with or without notice or the lapse of time, would entitle any other party thereto to cancel, modify, terminate or rescind any of the Inbound License Agreements. Except as set forth on Schedule 9.13, the Inbound License Agreements are assignable to Buyer without the consent of the other party or parties thereto.
Inbound License Agreements. 19 INDEBTEDNESS..................................................................................................... 31
