LICENSOR Purchases Sample Clauses

LICENSOR Purchases. Upon request of LICENSOR and with reasonable prior notice, LICENSEE shall sell and deliver to LICENSOR, Laminated Light Valve Film or components thereof at LICENSEE's prevailing market prices and in quantities mutually agreed upon by LICENSOR and LICENSEE. LICENSEE acknowledges that LICENSOR and its present and/or future licensees (or entities who have been granted the option of entering into license agreements with LICENSOR) may independently manufacture (or have third parties manufacture or laminate for them) and sell Light Valve Film under the terms of agreements between them and LICENSOR, or may independently manufacture, laminate and sell Light Valve Film which LICENSOR produces, or has produced on its behalf. Nothing contained in this Agreement shall impose any obligation on LICENSOR or any other parties to purchase any Laminated Light Valve Film from LICENSEE. Notwithstanding anything contained herein to the contrary, during the term of this Agreement LICENSOR may provide Laminated Light Valve Film obtained by LICENSOR pursuant to this Section 4.8 to third parties so long as LICENSOR does not receive from the recipient for the provision of such Laminated Light Valve Film any monetary payment in excess of LICENSOR's purchase price plus shipping, administrative, overhead and related costs to such recipient.
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LICENSOR Purchases. If LICENSEE is able to develop and manufacture SPD Emulsions and Light Valve Film suitable for use by Authorized Users, upon request of LICENSOR and with reasonable prior notice, LICENSEE shall sell and deliver to LICENSOR SPD Emulsions at its direct cost without markup or overhead, and shall sell and deliver to LICENSOR Licensed Products, Light Valve Film or components thereof at LICENSEE’s lowest price given to any third party (including affiliates of LICENSEE), provided, however that if LICENSOR has refused to sell Light Valve Film to any Authorized User which has requested it at prevailing market prices, then upon LICENSOR’s request, LICENSEE shall thereafter sell Light Valve Film to LICENSOR for resale at LICENSEE’s direct cost of manufacture without markup or overhead. LICENSEE acknowledges that LICENSOR and its present and/or future licensees (or entities who have been granted the option of entering into license agreements with LICENSOR) may independently manufacture (or have third parties manufacture for them) and sell Light Valve Film or SPD Emulsions under the terms of agreements between them and LICENSOR, or may independently manufacture and sell Light Valve Film or SPD Emulsions which LICENSOR produces, or has produced on its behalf. Nothing contained in this Agreement shall impose any obligation on LICENSOR or any other parties to purchase any SPD Emulsions or Light Valve Film from LICENSEE. Notwithstanding anything contained herein to the contrary, during the term of this Agreement LICENSOR may provide Licensed Products, SPD Emulsions and Light Valve Film obtained by LICENSOR pursuant to this Section 4.2 to third parties so long as LICENSOR does not receive from the recipient for the provision of such Licensed Products, SPD Emulsions or Light Valve Film any monetary payment in excess of LICENSOR’s purchase price plus shipping, administrative, overhead and related costs to such recipient. .
Sample 1
LICENSOR Purchases. 11.1 During the term of this Agreement, Licensor may purchase Licensed Products for sale in Licensor Channels from Licensee only, pursuant to the terms set forth in Section 8.3 above; provided however, Licensor shall not be required to make any minimum purchases of Licensed Products or to satisfy any minimum purchase obligations.
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LICENSOR Purchases. Licensor or its designee may purchase from Licensee, Licensed Products. The prices to be paid by Licensor or its designee for such purchases shall be twenty percent (20%) above Licensee’s manufacturing cost. (“Manufacturing Cost” means, for purposes of this paragraph, the actual FOB cost charged by manufacturer to Licensee, inclusive of quota, to produce Licensed Products, with no pass- through expenses, upcharges, service fees, sourcing fees or any other charges or soft amortized costs whatsoever added on to the cost incurred by Licensee. In instances where Licensee directly operates the manufacturing facility, Licensor shall be provided with copies of all costing sheets for Licensed Products).
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LICENSOR Purchases. Licensor or its designee may purchase from Licensee, Licensed Products. The prices to be paid by licensor or its designee for such purchases shall not exceed twenty percent (20%) above licensee’s standard costs, i.e. landed costs. Licensor shall not sell products sourced from Licensee in a manner that undermines Licensee’s position in the marketplace.
Sample 1
LICENSOR Purchases. If LICENSEE is able to develop and manufacture Licensed Products suitable for use by Authorized Users, upon request of LICENSOR and with reasonable prior notice, LICENSEE shall sell and deliver to LICENSOR, Licensed Products at LICENSEE's prevailing market prices and in quantities mutually agreed upon by LICENSOR and LICENSEE. LICENSEE acknowledges that LICENSOR and its present and/or future licensees (or entities who have been granted the option of entering into license agreements with LICENSOR) may independently manufacture (or have third parties manufacture for them) and sell Licensed Products under the terms of agreements between them and LICENSOR, or may independently manufacture and sell Licensed Products which LICENSOR produces, or has produced on its behalf. Nothing contained in this Agreement shall impose any obligation on LICENSOR or any other parties to purchase any Licensed Products from LICENSEE. Notwithstanding anything contained herein to the contrary, during the term of this Agreement LICENSOR may provide Licensed Products obtained by LICENSOR pursuant to this Section 4.8 to third parties so long as LICENSOR does not receive from the recipient for the provision of such Licensed Products any monetary payment in excess of LICENSOR's purchase price plus shipping, administrative, overhead and related costs to such recipient.
Sample 1
LICENSOR Purchases. If LICENSEE is able to develop and manufacture SPD Emulsions and Light Valve Film suitable for use by Authorized Users, upon request of LICENSOR and with reasonable prior notice, LICENSEE shall sell and deliver to LICENSOR, SPD Emulsions, Light Valve Film or components thereof at LICENSEE's prevailing market prices and in quantities mutually agreed upon by LICENSOR and LICENSEE. LICENSEE acknowledges that LICENSOR and its present and/or future licensees (or entities who have been granted the option of entering into license agreements with LICENSOR) may independently manufacture (or have third parties manufacture for them) and sell Light Valve Film or SPD Emulsions under the terms of agreements between them and LICENSOR, or may independently manufacture and sell Light Valve Film or SPD Emulsions which LICENSOR produces, or has produced on its behalf. Nothing contained in this Agreement shall impose any obligation on LICENSOR or any other parties to purchase any SPD Emulsions or Light Valve Film from LICENSEE. Notwithstanding anything contained herein to the contrary, during the term of this Agreement LICENSOR may provide SPD Emulsions and Light Valve Film obtained by LICENSOR pursuant to this Section 4.2 to third parties so long as LICENSOR does not receive from the recipient for the provision of such SPD Emulsions or Light Valve Film any monetary payment in excess of LICENSOR's purchase price plus shipping, administrative, overhead and related costs to such recipient.
Sample 1
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LICENSOR Purchases. Upon request of LICENSOR and with reasonable prior notice, LICENSEE shall sell and deliver to LICENSOR, Laminated Light Valve Film or components thereof at LICENSEE's prevailing market prices and in quantities mutually agreed upon by LICENSOR and LICENSEE. LICENSEE acknowledges that LICENSOR and its present and/or future licensees (or entities who have been granted the option of entering into license agreements with LICENSOR) may independently manufacture (or have third parties manufacture or laminate for them) and sell Light Valve Film under the terms of agreements between them and LICENSOR, or may independently manufacture, laminate and sell Light Valve Film which LICENSOR produces, or has produced on its behalf. Nothing contained in this Agreement shall impose any obligation on LICENSOR or any other parties to purchase any Laminated Light Valve Film from LICENSEE.
Sample 1

Related to LICENSOR Purchases

  • Additional Purchases Stockholder agrees that any shares of capital stock of the Company that Stockholder purchases or with respect to which Stockholder otherwise acquires beneficial ownership after the execution of this Agreement and prior to the Expiration Date ("New Shares") shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares.

  • Valid Issuance; Available Shares; Affiliates All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Schedule 3(r)(iii) sets forth the number of shares of Common Stock that are (A) reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes and the Warrants) and (B) that are, as of the date hereof, owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries. To the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below), whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws).

  • Purchases Without the prior written consent of Lender, no materials, machinery, equipment, fixtures or any other part of the Repairs or Capital Replacements will be purchased or installed under conditional sale contracts or lease agreements, or any other arrangement wherein title to such Repairs or Capital Replacements is retained or subjected to a purchase money security interest, or the right is reserved or accrues to anyone to remove or repossess any such Repairs or Capital Replacements, or to consider them as personal property.

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