License to Applied Sample Clauses

License to Applied. Therma-Wave hereby grants to Applied a fully paid-up, royalty-free, perpetual, irrevocable, worldwide license, under all of Therma-Wave's Intellectual Property Rights in the Jointly Developed Improvements, to use, import, offer for sale, and sell Integrated Metrology Tools (that incorporate or utilize Jointly Developed Improvements) in the Semiconductor Field. During the License Limit Period, except as otherwise provided in Section 7.5, Applied agrees that Applied will not use Jointly ----------- Developed Improvements to develop Integrated Metrology Tools that directly compete (as such term is defined in Section 4.3(d)) with Therma-Wave products ------------- available for commercial sale by Therma-Wave at the time Applied would otherwise commence such development. The foregoing license shall be nontransferable and nonsublicensable without the prior written consent of Therma-Wave, which consent shall not be unreasonably withheld, except that Applied may assign its rights under the foregoing license without Therma-Wave's consent (1) to an Applied Affiliate, provided that such Affiliate is not a **** and (2) in connection with a sale of all or part of Applied's business provided that the assignee or sublicensee is not a ****. For the purposes of this clause (i), if Therma-Wave's ---------- consent to an assignment or sublicense is required, it shall not be unreasonable for Therma-Wave to withhold consent to an assignment or sublicense if the assignee or sublicensee is a ****. In addition, Therma-Wave may condition its consent upon the assignee or sublicensee agreeing in writing to such conditions as Therma-Wave may impose in order to preserve its competitive position including requiring the assignee or sublicensee to agree to be bound by the restrictions of this clause (i) with respect to any future assignment or ---------- sublicense. Except to the extent expressly provided in clause (e) below, and ---------- except with respect to Non-Qualified Therma-Wave Tools that Therma-Wave is expressly permitted to sell pursuant to Section 2.4(a)(iii) (after the **** ------------------- period described therein) or 2.4(b), this license will be exclusive (without ------ reservation) during the License Limit Period. After the License Limit Period this license will be nonexclusive.
Sample 1
AutoNDA by SimpleDocs

Related to License to Applied

  • Relation to Applicable Law The provisions of Sections 8.4, 8.5 and 8.6 of this Attachment with regard to the confidentiality of information shall be in addition to and not in derogation of any provisions of Applicable Law with regard to the confidentiality of information, including, but not limited to, 47 U.S.C. § 222, and are not intended to constitute a waiver by Verizon of any right with regard to protection of the confidentiality of the information of Verizon or Verizon Customers provided by Applicable Law.

  • also applies The holiday bank can be used as income replacement for absences due to illness or for lieu time off on a weekday.

  • TEXAS LAW TO APPLY 12.01 This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of Texas.

  • Failure to Appoint If the party receiving the notice fails to appoint an arbitrator, or if the two appointees fail to agree upon a chairperson within seven (7) days of their appointment, the appointment shall be made by the Minister of Labour upon request of either party.

  • Conformance to Applicable Laws Contractor shall comply with the standard of care regarding all applicable federal, state and county laws, rules and ordinances. Contractor shall not discriminate in the employment of persons who work under this contract because of race, the color, national origin, ancestry, disability, sex or religion of such person.

  • New York Law to Apply This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of New York.

  • Massachusetts Law to Apply This Agreement shall be construed and the provisions thereof interpreted under and in accordance with laws of The Commonwealth of Massachusetts.

  • Maryland Law to Apply This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of Maryland.

  • Matters Applicable to All Requests for Compensation (a) Any Agent or any Lender claiming compensation under this Article III shall deliver a certificate to the Borrower setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Agent or such Lender may use any reasonable averaging and attribution methods. (b) With respect to any Lender’s claim for compensation under Sections 3.01, 3.02, 3.03 or 3.04, the Borrower shall not be required to compensate such Lender for any amount incurred more than one hundred and eighty (180) days prior to the date that such Lender notifies the Borrower of the event that gives rise to such claim; provided that if the circumstance giving rise to such claim is retroactive, then such 180-day period referred to above shall be extended to include the period of retroactive effect thereof. If any Lender requests compensation by the Borrower under Section 3.04, the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or continue from one Interest Period to another applicable Eurocurrency Rate Loan, or, if applicable, to convert Base Rate Loans into Eurocurrency Rate Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.06(c) shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. (c) If the obligation of any Lender to make or continue any Eurocurrency Rate Loan, or to convert Base Rate Loans into Eurocurrency Rate Loans shall be suspended pursuant to Section 3.06(b) hereof, such Lender’s applicable Eurocurrency Rate Loans shall be automatically converted into Base Rate Loans (or, if such conversion is not possible, repaid) on the last day(s) of the then current Interest Period(s) for such Eurocurrency Rate Loans (or, in the case of an immediate conversion required by Section 3.02, on such earlier date as required by Law) and, unless and until such Lender gives notice as provided below that the circumstances specified in Sections 3.02, 3.03 or 3.04 hereof that gave rise to such conversion no longer exist: (i) to the extent that such Lender’s Eurocurrency Rate Loans have been so converted, all payments and prepayments of principal that would otherwise be applied to such Lender’s applicable Eurocurrency Rate Loans shall be applied instead to its Base Rate Loans; and (ii) all Loans that would otherwise be made or continued from one Interest Period to another by such Lender as Eurocurrency Rate Loans shall be made or continued instead as Base Rate Loans (if possible), and all Base Rate Loans of such Lender that would otherwise be converted into Eurocurrency Rate Loans shall remain as Base Rate Loans. (d) If any Lender gives notice to the Borrower (with a copy to the Administrative Agent) that the circumstances specified in Sections 3.02, 3.03 or 3.04 hereof that gave rise to the conversion of any of such Lender’s Eurocurrency Rate Loans pursuant to this Section 3.06 no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when Eurocurrency Rate Loans made by other Lenders under the applicable Facility are outstanding, if applicable, such Lender’s Base Rate Loans shall be automatically converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding Eurocurrency Rate Loans, to the extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding Eurocurrency Rate Loans under such Facility and by such Lender are held pro rata (as to principal amounts, interest rate basis, and Interest Periods) in accordance with their respective Commitments for the applicable Facility.

  • Description of Vendor Entity and Vendor's Goods & Services If awarded, this description of Vendor and Vendor's goods and services will appear on the TIPS website for customer/public viewing. Technology solutions value-added reseller and installer of all things technology. Please identify the individual who will be primarily responsible for all TIPS matters and inquiries for the duration of the contract. Xxxx Xxxxxxx Primary Contact Title VP of Sales Please enter a valid email address that will definitely reach the Primary Contact. xxxx@xxxxxxxxxx.xxx Numbers only, no symbols or spaces (Ex. 8668398477). The system will auto-populate your entry with commas once submitted which is appropriate and expected (Ex. 8,668,398,477). Please provide the accurate and current phone number where the individual who will be primarily responsible for all TIPS matters and inquiries for the duration of the contract can be reached directly. 0000000000 Numbers only, no symbols or spaces (Ex. 8668398477). The system will auto-populate your entry with commas once submitted which is appropriate and expected (Ex. 8,668,398,477). 0000000000 Numbers only, no symbols or spaces (Ex. 8668398477). The system will auto-populate your entry with commas once submitted which is appropriate and expected (Ex. 8,668,398,477). 0000000000

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!