Licence Transfers Clause Samples

Licence Transfers. (a) Subject to the provisions of Section 8.7 hereof, to the extent applicable, within two Business Days following Closing, Purchaser shall prepare and, where applicable, electronically submit, to the applicable Governmental Authorities the Licence Transfers (other than in respect of the Excluded Licences), if any, and Vendor or its nominee shall, where applicable, electronically ratify and concur to such Licence Transfers. (b) If a Governmental Authority denies a Licence Transfer because of misdescription or other minor deficiencies in the application, Purchaser shall, as soon as practicable, correct the application and amend and re-submit the Licence Transfer application. Vendor or its nominee shall, where applicable, electronically ratify and concur to such Licence Transfer. (c) If for any reason, a Governmental Authority requires a Party or its nominee: (i) to make a deposit or furnish any other form of security to approve or give effect to a Licence Transfer; or (ii) undertake any corrective action or remedial work, including inspections, tests or engineering assessments, Purchaser shall make such deposit or furnish such other form of security as is required, in accordance with this Section and Section 2.11 or undertake such corrective or remedial work as may be required, at Purchaser’s sole expense. All Licence Transfer processing fees (including any fees required to be paid for expedited service) shall be for Purchaser's account. (d) If a Governmental Authority denies any or all Licence Transfers, it will not derogate in any way from Purchaser's obligation to pay the full Purchase Price to Vendor.
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Licence Transfers. (a) Within two (2) Business Days following Closing, Vendor shall prepare and, where applicable, electronically submit an application to the applicable governmental bodies for Licence Transfers and Purchaser or its nominee shall, where applicable, electronically ratify and sign such application. (b) If the AER or other governmental body denies a Licence Transfer because of misdescription or other minor deficiencies in the application, Vendor shall, within two (2) Business Days of such denial, correct the application and amend and re-submit the application for the Licence Transfer and Purchaser or its nominee shall, where applicable, electronically ratify and sign such application. (c) If, for any reason, the AER or other governmental body requires a Party or its nominee to make a deposit or furnish any other form of security in order to approve a Licence Transfer, such Party shall make such deposit or furnish such other form of security as is required and shall forthwith notify the other Party of such requirement. If such Party fails to pay such deposit or provide such security, the other Party shall be entitled (but not required) to do so and such other Party shall be required to reimburse such Party for such payment plus interest at the Prime Rate plus five (5%) percent. (d) If a Party fails to perform any obligations requested, ordered or directed by the AER or other governmental body respecting Environmental Liabilities, and the AER or other governmental body refuses to approve a Licence Transfer as a result thereof, the other Party shall be entitled to (but not required to) enter upon and access the Assets to perform such obligations for and on behalf of the first Party without liability by the other Party to the first Party for trespass or otherwise, and the first Party shall reimburse the other Party for all costs, charges and expenses incurred by the other Party in the performance of such obligations, by providing payment thereof to the other Party within thirty (30) days of the other Party's delivery to the first Party of an invoice for such costs, charges and expenses together with interest thereon at a rate equal to the sum of the Prime Rate plus a rate of five percent (5%) from the date at which such costs, charges and expenses are incurred or paid by the other Party until such reimbursement is made. Any costs incurred to address the foregoing obligations shall be adjusted between Vendor and Purchaser in accordance with Clause 4.1, provided, how...
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Licence Transfers. (a) No later than two Business Days prior to Closing, Vendor shall prepare, and deliver to Purchaser, draft license transfer applications with respect to the License Transfers, in a form acceptable to Vendor. Subject to the provisions of Section 8.7 hereof, to the extent applicable, within two Business Days following Closing, each Party shall finalize and, where applicable, electronically submit to the applicable Governmental Authorities, the Licence Transfers (other than in respect of the Excluded Licences), if any, and Vendor or its nominee shall, where applicable, electronically ratify and concur to such Licence Transfers. (b) If a Governmental Authority denies a Licence Transfer because of misdescription or other minor deficiencies in the application, Purchaser shall, as soon as practicable, correct the application and amend and re-submit the Licence Transfer application. Vendor or its nominee shall, where applicable, electronically ratify and concur to such Licence Transfer. (c) If for any reason, a Governmental Authority requires a Party or its nominee: (i) to make a deposit or furnish any other form of security to approve or give effect to a Licence Transfer; or (ii) undertake any corrective action or remedial work, including inspections, tests or engineering assessments, Purchaser shall make such deposit or furnish such other form of security as is required, in accordance with this Section or undertake such corrective or remedial work as may be required, at Purchaser’s sole expense, and Purchaser shall indemnify Vendor and its Representatives against all Losses which Vendor or its Representatives may suffer or incur as a result of Purchaser’s failure or delay in making such deposit, furnishing such security or undertaking such corrective or remedial work. All Licence Transfer processing fees (including any fees required to be paid for expedited service) shall be for Purchaser's account. (d) If a Governmental Authority denies any or all Licence Transfers, it will not derogate in any way from Purchaser's obligation to pay the full Purchase Price to Vendor.
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Licence Transfers. (a) Buyer shall prepare and provide to Seller within thirty (30) calendar days after the date of this Agreement all applications to the applicable Government Authority for the License Transfers at Buyer’s sole expense. (b) Within five (5) Business Days following the preparation and delivery of the applications described in Section 2.4(a), at Buyer’s sole expense, Seller shall submit the applications to the applicable Governmental Authority for the Licence Transfers and Buyer or its nominee shall, where applicable, at the same time electronically ratify and sign such application. (c) If a Governmental Authority denies any Licence Transfers because of misdescription or other minor deficiencies in the application, Seller shall within five (5) Business Days of such denial correct the application and amend and re-submit the application for the Licence Transfers and Buyer or its nominee shall, where applicable, electronically ratify and sign such application, at Buyer’s sole expense. (d) In the event that Buyer is required to make any deposits or furnish any other form of security or financial assurance to a Governmental Authority in order to meet the qualification requirements of Buyer as specified in Section 6.8 in relation to facilitating the approval of any Licence Transfers by the applicable Governmental Authority, Buyer shall promptly make such deposit or furnish such other form of security or financial assurance. (e) In the event that this Agreement is terminated in accordance with the terms of this Agreement after the applications referred to in Section 2.4(b) have been submitted, Buyer acknowledges that the applications referred to in Section 2.4(b) must be withdrawn by Seller with such assistance from Buyer as reasonably necessary.
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Licence Transfers. 13.1. You may convert the type of your Licence between User/PC Licences and CAS Licences by giving us written notice and paying us any increase in applicable fees from your current type of Licence to the new type of Licence. For example, the new type of Licence may have a higher Subscription Fee or Licence Fee than your current type of Licence, and you will need to pay the difference. No refunds or credits will be provided if you convert from a type of Licence that has a higher fee than the Licence to which you intend to convert. 13.2. You may exchange a licence for one Software product for another Software product (for example, DF in substitution for one of DM, CC, IA or HF) on the condition that: (a) you have not activated the Software product that you wish to exchange; and (b) you pay any difference in the applicable fees if the new Software product has a higher fee than the Software product that you wish to exchange. No refunds or credits will be provided if you exchange a Software product that has a higher fee for a Software product that has a lower fee. Clause 13.2(a) will not apply to exchanges of a Subscription to DF Lite for a Subscription to DF (full version). 13.3. You may transfer a Supported Licence or non-Suspended Subscription between named users provided that all relevant named users are your employees and the current named user no longer needs to use the Software on a permanent basis. 13.4. You may transfer an Unsupported Licence or Suspended Subscription between named users provided that all relevant named users are your employees, the current named user no longer needs to use the Software on a permanent basis, and you pay us a fee as specified by us from time to time in respect of each change of a named user. Any such transfer will not alter the status of the Licence as an Unsupported Licence or Suspended Subscription in any way, or the time period after which that Suspended Subscription gives rise to the automatic termination of this Agreement under clause 7.4(b). 13.5. You must promptly notify us of any transfers between named users and provide us with details of the names and the Software in respect of which the names are named users. You agree that the named user transfers permitted under clauses 13.3 and 13.4 are not intended, and will not be used, to avoid paying for the appropriate number of named users to the Licence. 13.6. Notwithstanding anything in this clause 13, we reserve the right to deny any named user transfer if we beli...
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Licence Transfers. (a) To the extent applicable, Vendor shall prepare and, where applicable, electronically submit on the Closing Date, an application to the applicable Governmental Authorities for Licence Transfers and Purchaser or its nominee shall, where applicable, electronically ratify and/or sign such application. (b) If a Governmental Authority denies a Licence Transfer because of misdescription or other minor deficiencies in the application, Vendor shall, within two (2) Business Days of such denial, correct the application and amend and re-submit the application for the Licence Transfer and Purchaser or its nominee shall, where applicable, electronically ratify and sign such application. (c) If, for any reason, a Governmental Authority requires a Party or its nominee to make a deposit or furnish any other form of security to approve a License Transfer, Purchaser shall make such deposit or furnish such other form of security as is required.
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Related to Licence Transfers

  • Permitted License Transfers As Licensee’s business operations may be altered, expanded or diminished, licenses granted hereunder may be transferred or combined for use at an alternative or consolidated site not originally specified in the license, including transfers between Agencies (“permitted license transfers”). Licensee(s) do not have to obtain the approval of Contractor for permitted license transfers, but must give thirty (30) days prior written notice to Contractor of such move(s) and certify in writing that the Product is not in use at the prior site. There shall be no additional license or other transfer fees due Contractor, provided that: i) the maximum capacity of the consolidated machine is equal to the combined individual license capacity of all licenses running at the consolidated or transferred site (e.g., named users, seats, or MIPS); or ii) if the maximum capacity of the consolidated machine is greater than the individual license capacity being transferred, a logical or physical partition or other means of restricting access will be maintained within the computer system so as to restrict use and access to the Product to that unit of licensed capacity solely dedicated to beneficial use for Licensee. In the event that the maximum capacity of the consolidated machine is greater than the combined individual license capacity of all licenses running at the consolidated or transferred site, and a logical or physical partition or other means of restricting use is not available, the fees due Contractor shall not exceed the fees otherwise payable for a single license for the upgrade capacity.

  • Share Transfers From and after the date hereof until the Expiration Date, Stockholder shall not, directly or indirectly, (a) sell, assign, transfer, tender, or otherwise dispose of (including, without limitation, by the creation of any Liens (as defined in Section 5(c) below)) any Shares or any New Shares acquired, (b) deposit any Shares or New Shares into a voting trust or enter into a voting agreement or similar arrangement with respect to such Shares or New Shares or grant any proxy or power of attorney with respect thereto (other than this Agreement), (c) enter into any Contract, option, commitment or other arrangement or understanding with respect to the direct or indirect sale, transfer, assignment or other disposition of (including, without limitation, by the creation of any Liens) any Shares or New Shares, or (d) take any action that would make any representation or warranty of Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling Stockholder from performing Stockholder’s obligations under this Agreement. Notwithstanding the foregoing, Stockholder may make (1) transfers by will or by operation of Law or other transfers for estate-planning purposes, in which case this Agreement shall bind the transferee, (2) with respect to Stockholder’s Parent Options which expire on or prior to the Expiration Date, transfers, sale, or other disposition of Shares or New Shares to Parent as payment for the (i) exercise price of Stockholder’s Parent Options and (ii) taxes applicable to the exercise of Stockholder’s Parent Options, (3) with respect to Stockholder’s Parent Restricted Stock Units, (i) transfers for the net settlement of Stockholder’s Parent Restricted Stock Units settled in Shares or New Shares (to pay any tax withholding obligations) or (ii) transfers for receipt upon settlement of Stockholder’s Parent Restricted Stock Units, and the sale of a sufficient number of such Shares acquired upon settlement of such securities as would generate sales proceeds sufficient to pay the aggregate taxes payable by Stockholder as a result of such settlement, (4) if Stockholder is a partnership or limited liability company, a transfer to one or more partners or members of Stockholder or to an Affiliated corporation, trust or other Entity under common control with Stockholder, or if Stockholder is a trust, a transfer to a beneficiary, provided that, in each such case the applicable transferee has signed a voting agreement in substantially the form hereof, (5) transfers to another holder of the capital stock of the Company that has signed a voting agreement in substantially the form hereof, and (6) transfers, sales or other dispositions as the Company may otherwise agree in writing in its sole discretion. If any voluntary or involuntary transfer of any Shares or New Shares covered hereby shall occur (including a transfer or disposition permitted by Section 4(1) through Section 4(6), sale by a Stockholder’s trustee in bankruptcy, or a sale to a purchaser at any creditor’s or court sale), (x) the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shares or New Shares subject to all of the restrictions, Liabilities and rights under this Agreement, which shall continue in full force and effect, and the transferee shall agree in writing to be bound by the terms and conditions of this Agreement and either the Stockholder or the transferee provides the Company with a copy of such agreement promptly upon consummation of any such transfer.

  • Certain Permitted Transfers The restrictions in this Section 4 will not apply with respect to any Transfer of Carried Shares made (i) pursuant to applicable laws of descent and distribution or to such Person’s legal guardian in the case of any mental incapacity or among such Person’s Family Group, (ii) in connection with the Company’s initial Public Offering of the Common Shares upon the underwriters’ exercise of their option to purchase additional Common Shares to the extent set forth in the Company’s Registration Statement on Form S-1 (Registration No. 333-120444) filed with the Securities and Exchange Commission on November 12, 2004, as amended, or (iii) at such time as the Investors sell Common Shares to any unaffiliated third party, but in the case of this clause (iii) only an amount of shares (the “Transfer Amount”) equal to the lesser of (A) the number of Vested Shares owned by Executive and (B) the number of Common Shares owned by Executive multiplied by a fraction (the “Transfer Fraction”), the numerator of which is the number of Common Shares sold by the Investors in such sale and the denominator of which is the total number of Common Shares held by the Investors prior to the sale; provided that, if at the time of such sale of Common Shares by the Investors, Executive chooses not to Transfer the Transfer Amount, Executive shall retain the right to Transfer an amount of Common Shares at a future date equal to the lesser of (x) the number of Vested Shares owned by Executive at such future date and (y) the number of Common Shares owned by Executive at such future date multiplied by the Transfer Fraction; provided further that the restrictions contained in this Section 4 will continue to be applicable to the Carried Shares after any Transfer of the type referred to in clause (i) above and the transferees of such Carried Shares must agree in writing to be bound by the provisions of this Agreement. Any transferee of Carried Shares pursuant to a Transfer in accordance with the provisions of this Section 4(b)(i) is herein referred to as a “Permitted Transferee.” Upon the Transfer of Carried Shares pursuant to this Section 4(b), the transferring holder of Carried Shares will deliver a written notice (a “Transfer Notice”) to the Company. In the case of a Transfer pursuant to clause (i) hereof, the Transfer Notice will disclose in reasonable detail the identity of the Permitted Transferee(s).

  • Conditions on Permitted Transfers In the event a Holder proposes to sell or transfer a Note, the Company may, but shall not be required to, impose reasonable conditions on such sale or transfer including, but not limited, to: (i) Notes may be transferred only in whole units, i.e., fractions of Notes may not be transferred; (ii) the transferee shall agree in writing to be bound by this Revenue Sharing Agreement; (iii) the transferor shall provide the Company with an opinion of counsel, satisfactory in form and substance to the Company’s counsel, stating that the transfer is exempt from registration under the Securities Act of 1933 and other applicable securities laws; and (iv) the transferor and transferee shall together pay in advance for any reasonable expenses the Company expects to incur in connection with the transfer, including attorneys’ fees.

  • LICENSE TRANSFER Customer may not sublicense, assign, transfer, rent or lease the software or software license except as permitted by HP. HP-branded software licenses are generally transferable subject to HP’s prior written authorization and payment to HP of any applicable fees. Upon such transfer, Customer’s rights shall terminate and Customer shall transfer all copies of the software to the transferee. Transferee must agree in writing to be bound by the applicable software license terms. Customer may transfer firmware only upon transfer of associated hardware.