Included (Excluded) Rights Sample Clauses

Included (Excluded) Rights. (a) The rights and licenses granted in Section 2.1 hereof include the right of Newco to grant to its distributors, sales representatives, contract manufacturers, toll manufacturers, component suppliers, leasing agents and other third parties, including Affiliates, engaged by Newco hereunder to assist Newco in commercializing the intellectual property rights licensed to Newco hereunder (the “Authorized Third Parties”) immunity from suit under the Licensed ECL Technology for activities conducted in connection with such purposes or services solely for the benefit of Newco, and further includes the right of Newco to grant immunity from suit under the Licensed ECL Technology to Newco’s direct or indirect customers (including OEM customers) or any other end-user for use or subsequent sale of those ECL Products in any field. No person, or any member of an Affiliated group of persons shall become an Authorized Third Party if at the time they would become an Authorized Third Party they are designated as a Major Health Care Technology Company pursuant to Section 5.3 hereof; provided however, that no Authorized Third Party shall lose its qualification or status as an Authorized Third Party, and no contract, arrangement, commitment or understanding, including any extensions, renewals, modifications, or amendments thereof, between Newco and such Authorized Third Party shall be voidable, impaired, restricted, terminated or otherwise affected or compromised because such Authorized Third Party is designated pursuant to Section 5.3 hereof as a Major Health Care Technology Company at any time after first becoming an Authorized Third Party, provided that the services of such Authorized Third Party shall be limited to those services which are the subject of a binding contract with such Authorized Third Party at the time it is designated as a Major Health Care Technology Company. From and after the point in time, if any, but only after giving effect to all extensions, renewals, modifications and amendments, that an Authorized Third Party no longer serves in such capacity, such person shall thereupon become subject to the restrictions of this Section 2.2(a) regarding Major Health Care Technology Companies. Notwithstanding the above, any Affiliate of Newco which becomes an Authorized Third Party shall lose its status as an Authorized Third Party, and shall not provide any further services as an Authorized Third Party, upon becoming an Affiliate of a Major Health Care Technology ...
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Related to Included (Excluded) Rights

  • Excluded Property Notwithstanding anything to the contrary in Section 2.1, the property, assets, rights and interests set forth in this Section 2.2 (the “Excluded Property”) are excluded from the Property:

  • Excluded Obligations Notwithstanding anything to the contrary expressed or implied in the Finance Documents, the Security Agent shall not:

  • Assumed and Excluded Liabilities (a) The “

  • Included Assets The Assets referred to in Section 1.1(a)(ii) shall include, without limitation, the following assets, properties and rights of Seller used directly or indirectly in the conduct of, or generated by or constituting, the Business, except as otherwise expressly set forth in this Agreement:

  • Excluded Collateral Notwithstanding the foregoing provisions of this ss.2, such grant of security interest shall not extend to, and the term "Collateral" shall not include, any chattel paper and general intangibles which are now or hereafter held by the Company as licensee, lessee or otherwise, to the extent that (i) such chattel paper and general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained; provided, however, that the foregoing grant of security interest shall extend to, and the term "Collateral" shall include, (1) any and all proceeds of such chattel paper and general intangibles to the extent that the assignment or encumbering of such proceeds is not so restricted and (2) upon any such licensor, lessor or other applicable party consent with respect to any such otherwise excluded chattel paper or general intangibles being obtained, thereafter such chattel paper or general intangibles as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term "Collateral."

  • Excluded Assets Notwithstanding the foregoing, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”):

  • Excluded Inventions The provisions of Section 2.1 shall not apply to Inventions which fulfill all of the following criteria:

  • Assumed Liabilities; Excluded Liabilities (a) Pursuant to the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, convey, deliver, transfer and assign to Buyer (or its designated Affiliate), and Buyer (or its designated Affiliate) shall assume from Seller the Assumed Liabilities.

  • Included Words When the context reasonably permits, words suggesting the singular shall be construed as suggesting the plural and vice versa, and words suggesting gender or gender neutrality shall be construed as suggesting the masculine, feminine and neutral genders.

  • Excluded Acts To indemnify Indemnitee for any acts or omissions or transactions from which a director may not be relieved of liability under applicable law;

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