Intel as Changed Party Sample Clauses

Intel as Changed Party. In the event of termination pursuant to ---------------------- a Change of Control in which Intel is the Changed Party, the license granted to Intel under Section 3 of this Agreement shall terminate, and New Party shall continue to pay fees to Numerical pursuant Article 4 of the Agreement.
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Intel as Changed Party. In the event of termination pursuant to ---------------------- a Change of Control in which Intel is the Changed Party, the license granted to Intel under Section 3 of this Agreement shall terminate, and New Party shall continue to pay fees to Numerical pursuant Article 4 of the Agreement. (d) Numerical as Changed Party. -------------------------- (1) In the event of a Change of Control in which Numerical is the Changed Party: i. The definition of Numerical Software shall be amended to read as follows: "Numerical Software" shall mean any portions of any New Party product that (a) are software, and (b) are offered or provided (as a software product, application service provider (or other service bureau basis) or on a consulting basis) directly or indirectly to third parties as the New Party's product, and (c) provide for the design (including modification or enhancement thereof), computer modeling, simulation, analysis and/or testing (except for that portion of the software that controls electrical hardware testers and analyzers) and inspection (as opposed to the manufacture) of any aspect of an Integrated Circuit or Mask, including, without limitation, phase shifting, optical proximity correction, lithography process correction, cell library generation, mask data preparation, lithography simulation and/or layout checking, and (d) are (1) commercially available as Numerical Software by Numerical (i.e. not a custom product) on the Change of Control Date or had been significantly developed by Numerical prior to the Change of Control Date without the use of any resources of the New Party and are made commercially available within 16 <PAGE> INTEL/NUMERICAL CONFIDENTIAL nine (9) months of the Change of Control Date (collectively the "New Numerical Software"), and (2) subsequent changes that constitute bug fixes and minor modifications, but such license shall not extend or apply to any changes that constitute the addition of substantial new features or substantial new functionality, provided that the unchanged portion and bug fixes and minor modifications of any such New Numerical Software shall remain licensed even if substantial new features or substantial new functionality is added. ii. The definition of Numerical Licensed Products shall be amended to include the revised definition of Numerical Software provided under Section 5.3(d)(1)(i). iii. The license granted to Numerical under Section 3 of this Agreement shall survive only with respect to those Numerical...
Sample 1

Related to Intel as Changed Party

  • Delivery of Materials upon Termination of Employment As requested by the Company from time to time and upon the termination of Executive's employment with the Company for any reason, Executive shall promptly deliver to the Company all copies and embodiments, in whatever form, of all Confidential Information and Intellectual Property in Executive's possession or within his control (including, but not limited to, written records, notes, photographs, manuals, notebooks, documentation, program listings, flow charts, magnetic media, disks, diskettes, tapes and all other materials containing any Confidential Information or Intellectual Property) irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been delivered to the Company.

  • Notice of Material Actions / Change in Control The Sub-Adviser will keep the Trust and the Adviser informed of developments relating to its duties as subadviser of which the Sub-Adviser has, or should have, knowledge that would materially affect the Fund. The Sub-Adviser will promptly notify the Adviser in writing of the occurrence of any of the following events (i) it is served or otherwise receives notice of, or is threatened with, any material action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental, administrative or self-regulatory agency, or public board or body, involving the affairs of the Fund and (ii) any change in the partners of the Sub-Adviser or in the actual control or management of the Sub-Adviser or change in the portfolio manager(s) primarily responsible for the day-to-day management of the Allocated Portion.

  • License Termination Customer may terminate the license for an ICA Program at any time on one month's written notice to IBM. For ICA Program licenses that Customer acquired for a one-time charge, replacement licenses may be acquired for an upgrade charge, if available. When Customer obtains licenses for these replacement ICA Programs, Customer agrees to terminate the license of the replaced ICA Programs when charges become due, unless IBM specifies otherwise. IBM may terminate Customer’s license if Customer fails to comply with the license terms. If IBM does so, Customer’s authorization to use the ICA Program is also terminated.

  • Return of Materials at Termination In the event of any termination or cessation of his employment with Employer for any reason, Employee shall promptly deliver to Employer all documents, data and other information derived from or otherwise pertaining to Confidential Information. Employee shall not take or retain any documents or other information, or any reproduction or excerpt thereof, containing any Confidential Information.

  • Conduct of Business by the Company Pending the Closing The Company agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 6.01 of the Company Disclosure Schedule or as expressly contemplated by any other provision of this Agreement, unless Parent shall otherwise agree in writing, (x) the respective businesses of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business consistent with past practice and (y) the Company shall use all reasonable efforts to keep available the services of such of the current officers, significant employees and consultants of the Company and the Company Subsidiaries and to preserve the current relationships of the Company and the Company Subsidiaries with such of the corporate partners, customers, suppliers and other persons with which the Company or any Company Subsidiary has significant business relations in order to preserve substantially intact its business organization. By way of amplification and not limitation, except as set forth in Section 6.01 of the Company Disclosure Schedule or as expressly contemplated by any other provision of this Agreement, neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Effective Time, directly or indirectly, do, or agree to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayed:

  • Organization of Seller The Seller is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation.

  • Termination After Change in Control Sections 9.2 and 9.3 set out provisions applicable to certain circumstances in which the Term may be terminated after Change in Control.

  • Non-assignability; Termination (a) The rights and obligations of the parties under this Agreement and under any Transaction shall not be assigned by either party without the prior written consent of the other party, and any such assignment without the prior written consent of the other party shall be null and void. Subject to the foregoing, this Agreement and any Transactions shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. This Agreement may be terminated by either party upon giving written notice to the other, except that this Agreement shall, notwithstanding such notice, remain applicable to any Transactions then outstanding.

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