New License Agreement. At the Coniston Closing, the Parties shall enter into the license agreement in the form set out in Schedule G.
New License Agreement. The parties acknowledge that the existing Distributor Agreement dated as of May 12, 1998 relating to the license to the Company of certain products of SS&C is being terminated pursuant to the terms of a new, separate Distributor Agreement dated as of even date herewith providing for the license of certain products of SS&C to the Company.
New License Agreement. Upon the acquisition of Licensee by OICco Acquisition Corp. (“OICco) pursuant to a Share Exchange Agreement dated May 29, 2013 (the “Exchange Agreement”), Licensor, as majority shareholder of Licensee, agrees to cause the Board of Directors of Licensee to enter into a new license agreement containing standard representations and warranties as to royalties, remedies, termination terms provisions for non-competition, non-solicitation, non-disclosure, ownership of developments, discoveries and new Intellectual Property, etc.
New License Agreement. (a) SH2022, Strong, and Ravenwood shall enter into the New License Agreement, provided, that all key business decisions, including, without limitation, sales price, term, territory, distribution fees and distribution expenses shall be mutually agreed between SH2022 and Ravenwood.
(b) SH2022 shall be primarily responsible for administering the New License Agreement and all Gross Receipts (defined below) with respect to the Series, provided, however, that Strong and Ravenwood shall hire a mutually agreed production accountant to oversee the accounting and payment of residuals, deferred fees, and participations. Dxxxxx shall be appointed Treasurer of SH2022 and shall be the primary contact for the production accountant. The disposition of Gross Receipts shall be made in accordance with this Agreement, and shall require the signature of two officers of SH2022, one being Dxxxxx and the other an officer appointed by Sxxxxx.
(c) In the event a third party buyer or licensee requires or requests additional delivery materials (EPK, publicity stills, etc.), Strong and Rxxxxxxxx agree to evenly split any costs and/or expenses associated with any such requirements or requests.
New License Agreement. In connection with entering this Agreement, the Parties concurrently acknowledge that the New License Agreement shall remain in full force and effect with respect to the City’s Land, but shall be deemed terminated with respect to any of the Developer’s Land, if any, covered by its terms. Further, if, from and after the date of this Agreement, Developer acquires any of the City’s Land, when and as such acquisition occurs, and by operation of law and with no further act by the City or Developer required, the New License Agreement shall be deemed automatically terminated with respect to any such City’s Land acquired by Developer. Notwithstanding the preceding sentence, Developer may cause to be recorded a document reflecting the termination of the New License Agreement with respect to any such City’s Land acquired by Developer. Further, and thereafter, any such City’s Land acquired by Developer also shall then be deemed part of the “Developer’s Land” under the terms of this Agreement. If there is any conflict between this Agreement and the New License Agreement, this Agreement shall control.
New License Agreement. 6.4 Taxes................................................. 2.8
New License Agreement. The Seller, EBID and EB KG hereby agree to cancel the Old License Agreement and replace it by a new license agreement attached hereto as Annex 8.
New License Agreement. At the Closing, Hydril and EVI shall execute and deliver a License Agreement in the form of Exhibit 5.16 hereto, whereupon all parties hereto agree that the Wedge Thread License Agreement between Hydril and the Company, and all sublicenses thereunder, shall have no further force or effect. EVI agrees to cause each Subsidiary of the Company that is a sublicensee of the Company to deliver to Hydril an acknowledgement of the foregoing. Hydril agrees to cause each Person in which Hydril owns any direct or indirect equity or other similar ownership interest that is a sublicensee of Hydril to deliver to EVI an acknowledgement of the foregoing.
New License Agreement. 5.7.1. Buyer shall have the right, but not the obligation, to enter into a license or franchise agreement with Licensor or any other Franchisor (a “New License Agreement”). Buyer shall not have discussions with Licensor without providing Seller with prior notice, and Seller shall reasonably cooperate with Buyer in facilitating any such discussions.
5.7.2. The parties agree that in the event that Buyer notifies Seller in writing that it does not desire to enter into a License Agreement with Licensor and directs Seller to terminate the License Agreement or negotiate such termination (which direction must be given, if at all, prior to the end of the Due Diligence Period) and Licensor charges Seller a fee or cost reasonably classified as a “transfer,” “administrative” or other consent or termination fee or requires the payment of liquidated damages to Licensor as a condition to terminating the existing License Agreement, and/or Licensor charges Buyer a fee for entering into a New License Agreement with Licensor (any of the foregoing a “Licensor Fee”), such Licensor Fee shall be deemed an expense of Buyer to be paid by Buyer at or prior to Closing, and Buyer agrees to increase the Second Deposit by the estimated Licensor Fee. Buyer acknowledges and agrees that the Closing is not contingent on Buyer’s ability to obtain a New License Agreement or on Seller’s ability to terminate the License Agreement, and Seller shall have no liability in connection therewith. Seller agrees to use commercially reasonable efforts to obtain a release or other evidence of termination from Licensor in the event the License Agreement is terminated.
New License Agreement. Due to changed circumstances, the Parties hereby agree to enter into a novation of the Original License Agreement by entering a new license agreement for the purpose of redefining the Parties rights and obligations (the "New License Agreement"). The New License Agreement shall achieve the essential purposes of the Original License Agreement, which are to obligate CTI to license all of its rights, title, and interest in its CTI technology and trade secrets with respect to the operation of its Computerized Thermal Imaging units and quantative thermal assessment laboratory and protocol concepts solely and exclusively for use for detection of breast cancer in North America. The New License Agreement will provide, among other things:
(a) There will be no Initial License Fee charged to TMI but TMI shall compensate CTI on a reasonable basis for its license;
(b) The thermal imaging units will not be priced or sold to TMI on a per unit basis, but instead CTI shall be compensated on some other mutually agreeable or reasonable formula, such as a per/unit or software royalty or percentage of Hospital Use Agreement revenue stream;
(c) CTI will reserve to TMI all manufacturing rights for production of the thermal imaging hardware units and of the software developed for breast cancer related applications;
(d) CTI may not compete with the public with TMI in North America, and TMI cannot use technology licensed to TMI by CTI to compete outside of North America without CTI's consent.
(e) There shall be cross licenses of all technology for use not in competition. All technology developed by TMI shall be licensed to CTI for use worldwide not in competition with TMI in North America; CTI shall be obligated to license to TMI all technology which it may subsequently develop which may benefit TMI for use in breast cancer imaging in North America, including data base development technology.
(f) CTI shall have only reasonable operational control to protect its rights under this Agreement, but TMI shall otherwise have the right to determine its marketing strategies. Any changes to Hospital Use Agreements to be employed by TMI must be made only with the consent of CTI, which consent shall not be unreasonably withheld, to enable CTI to protect its products for other medical uses and to prevent unauthorized competition or pricing practices that reasonably would impair the long term value of CTI's products.
(g) All TMI units and software licensed from CTI placed or sold shall be with th...
