Majority Owned Subsidiaries Clause Samples

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Majority Owned Subsidiaries. Licensee shall have the right to sublicense its rights under Section 2.1 above and its obligations under Section 4 below to its Majority Owned Subsidiaries, provided that (i) Licensee notifies PalmSource in writing in advance, (ii) Licensee also licenses its own significant technology and intellectual property rights to such Majority Owned Subsidiary in such sublicense, (iii) Licensee applies the same level of protection to PalmSource’s technology and intellectual property as it applies to Licensee’s own technology and intellectual property (in addition to the protections required under this Agreement, including without limitation Sections 7 and 10), (iv) Licensee does not provide access to or grant any rights to any ▇▇▇▇▇▇ Software Source Code or ▇▇▇▇▇▇ Software Source Code Documentation, and (v) the Majority Owned Subsidiary agrees in writing to comply with the terms and conditions of this Agreement, including without limitation providing PalmSource audit rights and other protections set forth in this Agreement.
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Majority Owned Subsidiaries. Licensee shall have the right to sublicense its rights under Section 2.1 (Development and Documentation License), 2.2 (Distribution) and 2.3 (c) (Trademark License) above to its Majority Owned Subsidiaries, provided that (i) Licensee notifies PalmSource in writing in advance, (ii) Licensee also licenses its own significant technology and intellectual property rights to such Majority Owned Subsidiary in such sublicense, (iii) Licensee applies the same level of protection to PalmSource’s technology and intellectual property as it applies to Licensee’s own technology and intellectual property (in addition to the protections required under this Agreement, including without limitation Sections 10 (Proprietary Rights) and 13 (Confidentiality)), (iv) Licensee does not provide access to or grant any rights to any PS Source Code or PS Source Code Documentation, (v) a reasonable per unit minimum royalty will apply to all Licensee Products and Stand-alone Products of the Majority Owned Subsidiary which shall be mutually agreed in writing by PalmSource and Licensee prior to any such sublicense, (vi) all products sublicensed to such Majority Owned Subsidiary must be branded or co-branded with the trademarks of Licensee (in at least the same manner as set forth in Section 2.4(a)(ii) (Private Label Devices) for Private Label Partners), (vii) PalmSource may require additional support and maintenance fees which reasonably reflect the increased support and maintenance that would be required from PalmSource, (viii) the Majority Owned Subsidiary agrees in writing to comply with the terms and conditions of this Agreement, including without limitation providing PalmSource audit rights and other protections set forth in this Agreement as well as the obligation to pay Royalties based on the revenue of such Majority Owned Subsidiary in the same manner as Licensee hereunder, and (ix) royalties paid to PalmSource for sales by the Majority Owned Subsidiary will only count toward Licensee’s Minimum Annual Payment and Initial Royalty Amount in Exhibit D (Licensee Products, Royalties and Fees) on a pro rata basis in proportion to Licensee’s economic interest in the Majority Owned Subsidiary.
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Majority Owned Subsidiaries. Collectively, (i) Harrisburg Television, Inc. and (ii) TV Alabama Inc. Maturity Date. August 23, 2011, or such earlier date on which the outstanding Loans hereunder are declared due and payable pursuant to the terms of this Credit Agreement or on which the Total Commitment is terminated. Media Business. Any business involved in the provision and/or distribution of news, information or entertainment content or services supported by advertising and/or subscription-based revenue. Moody's. ▇▇▇▇▇'▇ Investors Service, Inc. or any successor rating agency. Multiemployer Plan. Any multiemployer plan within the meaning of ss.3(37) of ERISA maintained or contributed to by any of the Borrowers or any ERISA Affiliate. Net Debt Proceeds. With respect to the issuance of any instruments or other securities evidencing Indebtedness of the Borrower or any of its Subsidiaries that is permitted by this Agreement, the gross amount of cash proceeds received by the Borrower or any of its Subsidiaries in respect of such issuance, less (to the extent applicable and without duplication) reasonable sales and underwriting commissions, investment banking, accounting and legal fees and disbursements, and printing expenses and governmental fees incurred in connection with such issuance and payable by the issuer of such instruments or other securities. Net Disposition Proceeds. One hundred percent (100%) of the cash proceeds from any Sale of assets or other property other than any Sale of assets or other property permitted by ss.7.5(b), less to the extent applicable and without duplication (a) customary and reasonable amounts paid or payable in respect of brokerage fees incurred by the Borrower or any of its Subsidiaries in connection with such Sale, (b) other reasonable transaction costs incurred by the Borrower or any of its Subsidiaries in connection with such Sale, and (c) sales or other gross receipts, income, or property transfer taxes, payable in cash by the Borrower or any of its Subsidiaries relating to such Sale; provided, that Net Disposition Proceeds shall not include the first $500,000 of such proceeds received by the Borrower and its Subsidiaries in any calendar year. If the Borrower or any of its Subsidiaries receives any promissory notes or other instruments as part of the consideration for such Sale or if payment in cash of any portion of the consideration for such Sale is otherwise deferred, Net Disposition Proceeds shall (to the extent such cash payments would constitut...
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Related to Majority Owned Subsidiaries

  • Wholly-Owned Subsidiaries Nothing herein shall be construed as preventing the amalgamation or merger of any wholly-owned direct or indirect subsidiary of Parent with or into Parent or the winding-up, liquidation or dissolution of any wholly-owned subsidiary of Parent provided that all of the assets of such subsidiary are transferred to Parent or another wholly-owned direct or indirect subsidiary of Parent and any such transactions are expressly permitted by this Article 10.

  • Wholly Owned Subsidiary As to Borrower, any Subsidiary of Borrower that is directly or indirectly owned 100% by Borrower.

  • Financial Attributes of Non-Wholly Owned Subsidiaries When determining the Applicable Margin and compliance by the Borrower with any financial covenant contained in any of the Loan Documents, only the Ownership Share of the Borrower of the financial attributes of a Subsidiary that is not a Wholly Owned Subsidiary shall be included when including financial information from a Subsidiary that is not a Wholly Owned Subsidiary.

  • Subsidiaries All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

  • Excluded Subsidiaries (a) The Borrower will not permit any Excluded Subsidiary to (i) own or hold any Lien on any property of the Borrower or any Subsidiary Loan Party, (ii) incur any Indebtedness that is not Non-Recourse Debt, (iii) enter into any agreement, contract, arrangement or understanding with the Borrower or any Subsidiary Loan Party that is not expressly permitted by Section 6.09 or (iv) directly or indirectly own any Indebtedness of or Equity Interests in, or have any other investments in, the Borrower or any Subsidiary Loan Party. (b) Each Excluded Subsidiary shall be a Person with respect to which neither the Borrower nor any Subsidiary Loan Party has any direct or indirect obligation to (i) subscribe for additional Equity Interests, (ii) maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results or (iii) except to the extent permitted by Section 6.04, otherwise guarantee performance or payment of any obligations of such Person. (c) If, at any time, any Excluded Subsidiary fails to meet the requirements set forth in paragraphs (a) and (b) of this Section, such Subsidiary shall thereafter cease to be an Excluded Subsidiary for purposes of this Agreement and, as of such date, (i) any Indebtedness of such Subsidiary shall be deemed to be incurred by a Subsidiary Loan Party, (ii) any Liens on the property of such Subsidiary shall be deemed to be Liens on the property of a Subsidiary Loan Party, (iii) any investments in such Subsidiary shall be deemed to be investments in a Subsidiary Loan Party as of such date (and, if such Indebtedness, investments or Liens are not permitted to be incurred or to exist pursuant to this Agreement, the Borrower shall be in default hereunder) and (iv) the Borrower shall promptly comply with the requirements of Section 5.12 and 5.13 with respect to such Subsidiary.