Licensing Agreements. Molson 3) Labatt 4) Motts 5) ????????? Page 40 of Xxxxxxx Share Purchase Agreement Initial ------------ Page 60 of 75 - Share Purchase Agreement Initial -----------
Licensing Agreements. On the date hereof, (a) Bank is entering into the Bank Licensing Agreement with certain subsidiaries of Block, Inc. and (b) HRB Innovations is entering into the Block Licensing Agreement with Bank.
Licensing Agreements. Subject to Section 5.6 (Third Party Consents) and any Contracts or other obligations binding on the Buyer or its Affiliates prior to the date hereof, following the date hereof, Buyer will be permitted to exercise all of the Sellers’ rights (as applicable) under the Material Contracts that relate to the Intellectual Property licensed thereunder by or to the Sellers on terms identical to those in effect as of the date of this Agreement and to the same extent the Sellers would have been able to had the transactions contemplated by this Agreement and the Ancillary Agreements not occurred and without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which the Sellers would otherwise be required to pay. Other than as expressly set forth in the written terms of the Material Contracts or as expressly described in Section 3.9(a) of the Disclosure Schedules, and except as set forth in Section 3.13(b) of the Disclosure Schedules, no Seller is obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any Acquired Intellectual Property.
Licensing Agreements. 4.1. Finlandek Licensing Agreement, dated May 16, 2014, between Casino Xxxxxxxx-Xxxxxxxxx S.A. and Cdiscount S.A.
4.2. Finlandek Licensing Agreement, dated May 16, 2014, between Casino Xxxxxxxx-Xxxxxxxxx S.A. and Cdiscount S.A.
4.3. Assignment Agreement, dated November 8, 2010 and amended on December 22, 2010, between Nova Pontocom Comércio Eletrônico S.A., Plataforma E-Commerce do Brasil Participações S.A.
4.4. Letter of Authorization of Domain Name Use to be executed by Companhia Brasileira de Distribuição, Via Varejo S.A. and Nova OpCo on the Closing Date.
Licensing Agreements. Subject to the provisions of Section 4(b) above, following the Effective Date of the Plan, the Purchaser or its Affiliates (the “Designated Licensees”) shall be granted the right of first refusal to obtain from the GMI Corporations ten (10) year world-wide exclusive licenses (the “Licenses”) to use all “Penthouse” and related trademarks owned or used by the Reorganized Debtors (the “Licensed Rights”) in connection with the ownership, operation, marketing, distribution and licensing of (i) auction websites, (ii) lifestyle resorts (excluding casinos), and (iii) travel agencies and travel related websites. Such Licenses of the Licensed Rights shall (A) provide for mutually agreed upon quarterly royalties payable to the Reorganized Debtors based upon net revenues derived by the Designated Licensees from the use of the Licensed Rights, subject to mutually agreed upon minimum annual royalties, and (B) contain such other terms and conditions as shall be no less favorable to the Designated Licensees than the terms offered to the Reorganized Debtors by any unaffiliated third Person, including, without limitation, a requirement that content be presented in multiple languages.
Licensing Agreements. Schedule 3.18(b) of the Disclosure Schedules sets forth a true and complete list of all Contracts containing either (i) a license of (or covenant not to xxx related to) Intellectual Property by the Company to a third party, or (ii) a license of (or covenant not to xxx related to) Intellectual Property by a third party to the Company (in each case that have not, prior to the date hereof, expired or been terminated pursuant to their terms or operation of law) other than Off-the-Shelf Software Licenses (only for the purpose of limiting the Seller Parties’ disclosure burden, but not otherwise limiting the rest of the representations and warranties included in this Section 3.18(b)). A true and correct copy of each such Contract has been provided to Buyer. Such Contracts are legal, valid, binding, enforceable and in full force and effect, and the underlying Intellectual Property for each such Contract is not subject to any outstanding injunction, judgment, order, decree or ruling. No action, suit, proceeding, hearing, investigation or complaint is pending or, to the Knowledge of the Company threatened, nor has any claim or demand been made, which challenges the legality, validity, enforceability or ownership of the underlying Intellectual Property for each such Contract. The Company has not granted any sublicense or similar right with respect to any such Contract. Except as set forth on Schedule 3.18(b) of the Disclosure Schedules, the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements will not result in a breach, modification, cancellation, termination, suspension of, or acceleration of any payments with respect to such Contracts. The Company and, to the Knowledge of the Company, all other parties to such Contracts are in compliance with, and have not breached any term of, any such Contracts, and have not performed any act or omitted to perform any act which, with notice or lapse of time or both, will become a breach or default thereunder. No party to any such Contract has given notice of termination or repudiation of any provision thereof. Following the Closing Date, the Company will continue to be permitted to exercise all of the Company’s rights under such Contracts on terms identical to those in effect as of the date of this Agreement and to the same extent the Company would have been able to had the transactions contemplated by this Agreement and the Ancillary Agreements not occurred and without the payment of any ...
Licensing Agreements. Schedule 3.10(c) of the Disclosure Schedules sets forth a true and complete list of all Contracts containing either (i) a license of (or covenant not to xxx related to) Company Intellectual Property by the Company to a third party, or (ii) a license of Company Intellectual Property by a third party to the Company (in each case that have not, prior to the date hereof, expired or been terminated pursuant to their terms or operation of law). A true and correct copy of each such Contract has been provided to InCard. Such Contracts are legal, valid, binding, enforceable and in full force and effect, and the underlying Intellectual Property of each such Contract is not subject to any outstanding injunction, judgment, order, decree or ruling. No action, suit, proceeding, hearing, investigation or complaint is pending or, to the Knowledge of the Company, threatened, nor has any claim or demand been made, which challenges the legality, validity, enforceability or ownership of the underlying Intellectual Property of each such Contract. The consummation of the transactions contemplated by this Agreement and the Ancillary Agreements will not result in a breach, modification, cancellation, termination, suspension of, or acceleration of any payments with respect to such Contracts. All parties to such Contracts are in material compliance with, and have not materially breached any term of, any such Contracts, and have not performed any act or omitted to perform any act which, with notice or lapse of time or both, will become a material breach or default thereunder. No party to any such Contract has given notice of termination or repudiation of any provision thereof. Following the Closing Date, InCard will be permitted to exercise all of the Company’s rights under such Contracts on terms identical to those in effect as of the date of this Agreement and to the same extent the Company would have been able to had the transactions contemplated by this Agreement and the Ancillary Agreements not occurred and without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which the Company would otherwise have been required to pay. Schedule 3.10(c) of the Disclosure Schedules also sets forth a true and complete list of all royalties, fees, and similar payments that the Company is obligated to pay to any third party under such Contracts, and except as set forth therein, the Company is not obligated or under any liability whatsoever to ...
Licensing Agreements. Should the Company enter into any licensing agreement with any or all of the defined Forms of Work, the Contractor shall be paid ten percent (10%) of the total gross revenue received by the Company from the licensee. Units of Forms of Work sold through any licensing agreement are valid toward fulfillment of each Royalty Level set forth in paragraphs 4.1(b)(i), (ii) and (iii) above.
Licensing Agreements. (a) The Company Group is in compliance with all terms of the Licensing Agreements.
(b) To the Knowledge of the Sellers, there is no reason to believe that, subject to usual negotiations, the Licensing Agreements will not be renewed by the parties to those agreements other than the Company Group upon expiration of those agreements.
13.1 OFFERS OUTSTANDING Any offer, tender or quotation made by the Company Group in respect of the Business which is outstanding and capable of acceptance by a third party, was made in the ordinary course of ordinary business.
Licensing Agreements. In the event Borrower seeks to consummate a licensing agreement whereby Borrower licenses some or all of the Collateral to a third party for annual revenues in excess of $1,000,000, if required by such licensee, the Lender agrees, in its reasonable discretion, to enter into a customary non-disturbance agreement with such licensee in form and substance reasonably acceptable to Lender, which provides for the licensee’s ability to maintain its licensing rights after an Event of Default or after Lender shall have exercised its rights and remedies with respect to such Collateral, provided such licensee continues to pay any licensing fees or other charges due under such licensing agreement directly to Lender and is otherwise in good standing under such licensing agreement.
