No Limits on Purchaser’s Rights Sample Clauses

No Limits on Purchaser’s Rights. The execution, delivery or performance of this Agreement or any ancillary agreement contemplated hereby, the consummation of the transactions contemplated by this Agreement or such ancillary agreements and the satisfaction of any closing condition will not contravene, conflict with or result in any termination of or new or additional limitations on the Purchaser’s right, title or interest in or to the Acquired Proprietary Rights.
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No Limits on Purchaser’s Rights. The execution or performance of this Agreement or any ancillary agreement contemplated hereby, the consummation of the transactions contemplated by this Agreement or such ancillary agreements and the satisfaction of any Closing condition set forth herein will not contravene, conflict with or result in any termination of or new or additional limitations on Purchaser’s right, title or interest in or to the Company Intellectual Property, nor will it cause: (i) the Company to grant to any other Person any right to or with respect to any Company Intellectual Property, (ii) the Company to be bound by, or subject to, any non-compete or other restriction on the operation or scope of its businesses, or (iii) the Company to be obligated to pay any royalties or other fees or consideration with respect to Intellectual Property of any Person in excess of those payable by the Company in the absence of this Agreement or the transactions contemplated hereby. 3.10
Sample 1
No Limits on Purchaser’s Rights. The execution, delivery or performance of this Agreement and the consummation of the transactions contemplated by this Agreement will not contravene, conflict with or result in any termination of or additional limitations on Purchaser’s right, title or interest in or to the Company Intellectual Property, nor will it cause: (i) the Company to grant to any other Person any right to or with respect to any Company Intellectual Property, (ii) the Company or any Company Subsidiary to be bound by, or subject to, any non-compete or other restriction on the operation or scope of its businesses, or (iii) the Company or any Company Subsidiary to be obligated to pay any additional royalties or other consideration with respect to Intellectual Property of any Person.
Sample 1
No Limits on Purchaser’s Rights. The execution, delivery or performance of this Agreement or any ancillary agreement contemplated hereby, the consummation of the transactions contemplated by this Agreement or such ancillary agreements and the satisfaction of any set forth herein will not contravene, conflict with or result in any termination of or new or additional limitations on the Company’s, any of its Subsidiaries’ or Purchaser’s right, title or interest in or to the Company Intellectual Property following the Closing, nor will it cause: (i) the Company or any of its Subsidiaries to grant to any other Person any right to or with respect to any Intellectual Property owned by, or licensed to the Company or any of its Subsidiaries, (ii) the Company or any of its Subsidiaries to be bound by, or subject to, any non-compete or other restriction on the operation or scope of their respective businesses, or (iii) the Company or any of its Subsidiaries to be obligated to pay any royalties or other fees or consideration with respect to Intellectual Property of any Person in excess of those payable by the Company or any of its Subsidiaries in the absence of this Agreement or the transactions contemplated hereby.
Sample 1
No Limits on Purchaser’s Rights. Other than pursuant to the MIT Agreement, the execution or performance of this Agreement contemplated hereby, or the consummation of the transactions contemplated by this Agreement, will not cause: (i) Seller to grant to any other Person any right to or with respect to any Seller Intellectual Property, (ii) Seller to be bound by, or subject to, any non-compete or other restriction on the operation or scope of its businesses, or (iii) Seller to be obligated to pay any royalties or other fees or consideration with respect to Intellectual Property of any Person in excess of those payable by Seller in the absence of this Agreement or the transactions contemplated hereby.
Sample 1
No Limits on Purchaser’s Rights. The execution, delivery or performance of this Agreement, the Transaction Documents, or any ancillary agreement contemplated hereby or thereby, the consummation of the transactions contemplated by this Agreement, the Transaction Documents or such ancillary agreements and the satisfaction of any Closing condition set forth herein will not contravene, conflict with or result in any termination of or new or additional limitations on Purchaser’s right, title or interest in or to the Acquired IP or, to Seller’s Knowledge, any Inbound License under any Assumed Contract (if and only to the extent that any necessary consent with respect to the applicable Assumed Contract is received, which consent, if the applicable Assumed Contract is a Material Contract, is set forth on Section 3.2(c) of the Seller Disclosure Schedule), nor will it cause (i) Seller or any Affiliate of Seller to grant to any third Person any right to or with respect to any Acquired IP pursuant to any Contract entered prior to the JV Closing Date by Seller or any Affiliate of Seller, (ii) the Purchaser Group or the JV Subsidiaries to be bound by, or subject to, any non-compete or other restriction on the operation or scope of the Business pursuant to any Contract entered prior to the JV Closing Date by Seller or any Affiliate of Seller, or (iii) the Purchaser Group or the JV Subsidiaries to be obligated to pay any royalties or other fees or consideration pursuant to any Contract entered prior to the JV Closing Date by Seller or any Affiliate of Seller with respect to use of Intellectual Property of any third Person in the conduct of the Business in excess of those payable by Seller or any of its Affiliate in the absence of this Agreement or the transactions contemplated hereby pursuant to such agreement, to the extent the Business is conducted after the JV Closing Date in substantially the same manner as conducted prior to the JV Closing Date.
Sample 1

Related to No Limits on Purchaser’s Rights

  • Seller’s Rights The Seller shall have the right to require the return of any Warranted Part, or any part removed therefrom, which is claimed to be defective if, in the judgment of the Seller, the nature of the claimed defect requires technical investigation. Such return shall be subject to the provisions of Clause 12.1.6.2. Furthermore, the Seller shall have the right to have a Seller Representative present during the disassembly, inspection and testing of any Warranted Part claimed to be defective, subject to such presence being practical and not unduly delaying the repair.

  • Seller May Own Notes or the Certificate Subject to the provisions of the Sale and Servicing Agreement, Seller and any Affiliate of Seller may in their individual or any other capacity become the owner or pledgee of Notes or the Certificate with the same rights as they would have if they were not Seller or an Affiliate thereof.

  • Conditions to Purchasers’ Obligations at the Closing Purchasers’ obligation to purchase the Shares at the Closing are subject to the satisfaction, at or prior to the Closing Date, of the following conditions:

  • Without limiting any of the rights of Indemnitee under the Articles as they may be amended from time to time, this Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

  • Seller May Own Notes The Seller, and any Affiliate of the Seller, may in its individual or any other capacity become the owner or pledgee of Notes with the same rights as it would have if it were not the Seller or an Affiliate thereof, except as otherwise expressly provided herein or in the other Transaction Documents. Except as set forth herein or in the other Transaction Documents, Notes so owned by the Seller or any such Affiliate will have an equal and proportionate benefit under the provisions of this Agreement and the other Transaction Documents, without preference, priority, or distinction as among all of the Notes. Unless all Notes are owned by the Issuer, the Seller, any Certificateholder, the Servicer, the Administrator or any of their respective Affiliates, any Notes owned by the Issuer, the Seller, any Certificateholder, the Servicer, the Administrator or any of their respective Affiliates shall be disregarded with respect to the determination of any request, demand, authorization, direction, notice, consent, vote or waiver hereunder or under any other Transaction Document.

  • Conditions of Purchaser's Obligations The obligations of Purchaser hereunder are subject to the fulfillment to the reasonable satisfaction of the Purchaser, prior to or at the Closing, of each of the following conditions:

  • Purchaser’s Right to Terminate Anything in any of the Transaction Documents to the contrary notwithstanding, each Purchaser has the right to demand and receive back from the Company such Purchaser’s Subscription Amount at any time until a Closing takes place in connection with such Subscription Amount. UNDER NO CIRCUMSTANCES WILL THE PURCHASER’S SUBSCRIPTION AMOUNT BE DELIVERED TO OR UNDER THE CONTROL OR AUTHORITY OF ANY PLACEMENT AGENT OR BROKER INCLUDING BUT NOT LIMITED TO PALLADIUM CAPITAL ADVISORS, LLC.

  • Conditions to Purchaser’s Obligation to Close The obligation of Purchaser to Close under this Agreement is subject to each of the following conditions (any one of which may, at the option of Purchaser, be waived in writing by Purchaser) existing on the date of this Agreement, or such earlier date as the context may require.

  • Investor’s Rights and Remedies Cumulative; Liquidated Damages All rights, remedies, and powers conferred in this Agreement and the Transaction Documents are cumulative and not exclusive of any other rights or remedies, and shall be in addition to every other right, power, and remedy that Investor may have, whether specifically granted in this Agreement or any other Transaction Document, or existing at law, in equity, or by statute, and any and all such rights and remedies may be exercised from time to time and as often and in such order as Investor may deem expedient. The parties acknowledge and agree that upon Company’s failure to comply with the provisions of the Transaction Documents, Investor’s damages would be uncertain and difficult (if not impossible) to accurately estimate because of the parties’ inability to predict future interest rates and future share prices, Investor’s increased risk, and the uncertainty of the availability of a suitable substitute investment opportunity for Investor, among other reasons. Accordingly, any fees, charges, and default interest due under the Note and the other Transaction Documents are intended by the parties to be, and shall be deemed, liquidated damages (under Company’s and Investor’s expectations that any such liquidated damages will tack back to the Closing Date for purposes of determining the holding period under Rule 144 under the 1933 Act). The parties agree that such liquidated damages are a reasonable estimate of Investor’s actual damages and not a penalty, and shall not be deemed in any way to limit any other right or remedy Investor may have hereunder, at law or in equity. The parties acknowledge and agree that under the circumstances existing at the time this Agreement is entered into, such liquidated damages are fair and reasonable and are not penalties. All fees, charges, and default interest provided for in the Transaction Documents are agreed to by the parties to be based upon the obligations and the risks assumed by the parties as of the Closing Date and are consistent with investments of this type. The liquidated damages provisions of the Transaction Documents shall not limit or preclude a party from pursuing any other remedy available at law or in equity; provided, however, that the liquidated damages provided for in the Transaction Documents are intended to be in lieu of actual damages.

  • Independent Nature of Purchasers’ Obligations and Rights The obligations of each Purchaser under any Transaction Document are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance or non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights including, without limitation, the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents. For reasons of administrative convenience only, each Purchaser and its respective counsel have chosen to communicate with the Company through EGS. EGS does not represent any of the Purchasers and only represents the Placement Agent. The Company has elected to provide all Purchasers with the same terms and Transaction Documents for the convenience of the Company and not because it was required or requested to do so by any of the Purchasers. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

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