Common use of Licensee May Terminate This License Agreement in the Event of System Change Clause in Contracts

Licensee May Terminate This License Agreement in the Event of System Change. Licensee shall be entitled to refuse to comply with any System Change, including pre-authorized increases in the Standard Rate, by providing Licensing Company with timely notice of such refusal. In the event Licensee provides such notice, this License Agreement will automatically terminate if the refusal relates to a pre-authorized increase in the Standard Rate or the System Change set forth in Section 10.1(a). An increase in the Standard Rate shall be considered "pre-authorized" if it occurs in conjunction with (a) a substantial increase in the number of patents listed on the Essential Licensor Patent List because of (1) the addition of one or more entities to the list of Licensors or (2) the acquisition of patents by an existing Licensor, or (b) a modification or update by the Blu-ray Disc Association to the standard specifications listed in the definition of "BD Standard," which results in a material addition of technology covered by the definition. Such notice of refusal shall be considered "timely" if it is provided (i) one or more days before the System Change takes effect, in which case this License Agreement shall automatically terminate the day before such System Change takes effect, or (ii) thirty (30) or less days after the System Change takes effect, in which case this License Agreement shall automatically terminate immediately upon the provision of such notice and Licensee shall not be considered to have breached this Agreement merely because it failed to comply with the System Change.

Appears in 2 contracts

Samples: License Agreement, License Agreement

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Licensee May Terminate This License Agreement in the Event of System Change. Licensee shall be entitled to refuse to comply with any System Change, including pre-authorized increases in the Standard Rate, by providing Licensing Company with timely notice of such refusal. In the event Licensee provides such notice, this License Agreement will automatically terminate if the refusal relates to a pre-authorized increase in the Standard Rate or the System Change set forth in Section 10.1(a12.1(a). An increase in the Standard Rate shall be considered "pre-authorized" if it occurs in conjunction with (a) a substantial increase in the number of patents listed on the Essential Licensor Patent List because of (1) the addition of one or more entities to the list of Licensors or (2) the acquisition of patents by an existing Licensor, or (b) a modification or update by the Blu-ray Disc Association to the standard specifications listed in the definition of "BD Standard," which results in a material addition of technology covered by the definition. Such notice of refusal shall be considered "timely" if it is provided (i) one or more days before the System Change takes effect, in which case this License Agreement shall automatically terminate the day before such System Change takes effect, or (ii) thirty (30) or less days after the System Change takes effect, in which case this License Agreement shall automatically terminate immediately upon the provision of such notice and Licensee shall not be considered to have breached this Agreement merely because it failed to comply with the System Change.

Appears in 2 contracts

Samples: License Agreement, License Agreement

Licensee May Terminate This License Agreement in the Event of System Change. Licensee shall be entitled to refuse to comply with any System Change, including pre-pre- authorized increases in the Standard Rate, by providing Licensing Company with timely notice of such refusal. In the event Licensee provides such notice, this License Agreement will automatically terminate if the refusal relates to a pre-authorized increase in the Standard Rate or the System Change set forth in Section 10.1(a). An increase in the Standard Rate shall be considered "pre-authorized" if it occurs in conjunction with (a) a substantial increase in the number of patents listed on the Essential Licensor Patent List because of (1) the addition of one or more entities to the list of Licensors or (2) the acquisition of patents by an existing Licensor, or (b) a modification or update by the Blu-Blu- ray Disc Association to the standard specifications listed in the definition of "BD Standard," which results in a material addition of technology covered by the definition. Such notice of refusal shall be considered "timely" if it is provided (i) one or more days before the System Change takes effect, in which case this License Agreement shall automatically terminate the day before such System Change takes effect, or (ii) thirty (30) or less days after the System Change takes effect, in which case this License Agreement shall automatically terminate immediately upon the provision of such notice and Licensee shall not be considered to have breached this Agreement merely because it failed to comply with the System Change.

Appears in 2 contracts

Samples: License Agreement, License Agreement

Licensee May Terminate This License Agreement in the Event of System Change. Licensee shall be entitled to refuse to comply with any System Change, including pre-authorized increases in the Standard Rate, by providing Licensing Company with timely notice of such refusal. In the event Licensee provides such notice, this License Agreement will automatically terminate if the refusal relates to a pre-authorized increase in the Standard Rate or the System Change set forth in Section 10.1(a)Rate. An increase in the Standard Rate shall be considered "pre-authorized" if it occurs in conjunction with (a) a substantial increase in the number of patents listed on the Essential Licensor Patent List because of (1) the addition of one or more entities to the list of Licensors or (2) the acquisition of patents by an existing Licensor, or (b) a modification or update by the Blu-ray Disc Association to the standard specifications listed in the definition definitions of UHD Standards and/or "BD Standard," Standards", which results in a material addition of technology covered by the definitiondefinitions. Such notice of refusal shall be considered "timely" if it is provided (i) one or more days before the System Change takes effect, in which case this License Agreement shall automatically terminate the day before such System Change takes effect, or (ii) thirty (30) or less days after the System Change takes effect, in which case this License Agreement shall automatically terminate immediately upon the provision of such notice and Licensee shall not be considered to have breached this Agreement merely because it failed to comply with the System Change.

Appears in 2 contracts

Samples: License Agreement, License Agreement

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Licensee May Terminate This License Agreement in the Event of System Change. Licensee shall be entitled to refuse to comply with any System Change, including pre-authorized increases in the Standard Rate, by providing Licensing Company with timely notice of such refusal. In the event Licensee provides such notice, this License Agreement will automatically terminate if the refusal relates to a pre-authorized increase in the Standard Rate or the System Change set forth in Section 10.1(a). An increase in the Standard Rate shall be considered "pre-authorized" if it occurs in conjunction with (a) a substantial increase in the number of patents listed on the Essential Licensor Patent List because of (1) the addition of one or more entities to the list of Licensors or (2) the acquisition of patents by an existing Licensor, or (b) a modification or update by the Blu-ray Disc Association to the standard specifications listed in the definition of "BD StandardUHD Standards," which results in a material addition of technology covered by the definition. Such notice of refusal shall be considered "timely" if it is provided (i) one or more days before the System Change takes effect, in which case this License Agreement shall automatically terminate the day before such System Change takes effect, or (ii) thirty (30) or less days after the System Change takes effect, in which case this License Agreement shall automatically terminate immediately upon the provision of such notice and Licensee shall not be considered to have breached this Agreement merely because it failed to comply with the System Change.

Appears in 1 contract

Samples: License Agreement

Licensee May Terminate This License Agreement in the Event of System Change. Licensee shall be entitled to refuse to comply with any System Change, including pre-pre- authorized increases in the Standard Rate, by providing Licensing Company with timely notice of such refusal. In the event Licensee provides such notice, this License Agreement will automatically terminate if the refusal relates to a pre-authorized increase in the Standard Rate or the System Change set forth in Section 10.1(a). An increase in the Standard Rate shall be considered "pre-authorized" if it occurs in conjunction with (a) a substantial increase in the number of patents listed on the Essential Licensor Patent List because of (1) the addition of one or more entities to the list of Licensors or (2) the acquisition of patents by an existing Licensor, or (b) a modification or update by the Blu-Blu- ray Disc Association to the standard specifications listed in the definition definitions of "UHD Standards” and/or "BD Standard," which results in a material addition of technology covered by the definitiondefinitions. Such notice of refusal shall be considered "timely" if it is provided provided (i) one or more days before the System Change takes effect, in which case this License Agreement shall automatically terminate the day before such System Change takes effect, or or (ii) thirty (30) or less days after the System Change takes effect, in which case this License Agreement shall automatically terminate immediately upon the provision of such notice and Licensee shall not be considered to have breached this Agreement merely because it failed to comply with the System Change.

Appears in 1 contract

Samples: License Agreement

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