Option Licenses Sample Clauses

An Option Licenses clause grants a party the right, but not the obligation, to obtain a license to certain intellectual property or technology under specified conditions. Typically, this clause outlines the scope of the option, the timeframe during which it can be exercised, and any requirements or payments necessary to activate the license. Its core practical function is to provide flexibility and future access to valuable rights, allowing the option holder to secure licensing opportunities as their needs evolve, while giving the licensor a clear framework for potential future agreements.
Option Licenses. (a) Notwithstanding any other provision of this Agreement, except with the prior written consent of AT&T PCS, the PCS Territory shall not include the geographic area covered by the PCS Licenses (the "Option Licenses") acquired by the Company pursuant to the Option Agreement. By way of amplification and not limitation of the foregoing, the Company and the Stockholders acknowledge and agree that, unless and until such consent of AT&T PCS is hereafter obtained, the term "Company Communications Services" shall not include any mobile wireless telecommunications services or any other telecommunications services provided using the Option Licenses, and the term "Business" shall not include owning, construction or operating systems to provide Company Communications Services (or any other telecommunications systems) on frequencies licensed to the Company for Commercial Mobile Radio Services pursuant to the Option Licenses. (b) The Company further agrees that, except with the prior written consent of AT&T PCS, it shall not (and it shall not permit its Subsidiaries to) construct any telecommunications systems with respect to the Option Licenses or take any other actions in respect of, or incur or pay any costs or expenses relating to, the Option Licenses or the territory covered by the Option Licenses (the "Option Territory"), except that the Company and its Subsidiaries may: (i) perform its obligations under and consummate the transactions contemplated in the Option Agreement and the License Purchase Agreement annexed thereto: (ii) take actions reasonably required to maintain ownership of the Option Licenses (other than any applicable FCC build-out requirements relating to the Option Territory, including paying when due interest on and principal of the existing indebtedness to the U.S. Department of Treasury related to the Option Licenses; and (iii) if it determines to do so in the future, dispose of the Option Licenses, and, in the case of (i), (ii) and (iii), pay any reasonable out-of-pocket costs related thereto.
View SourceView Similar (4)
Option Licenses. (a) Subject to the terms of this Section 1.5, Seller hereby grants ART an option (the "Buy Option") to buy from Seller any Future License not granted by Final Order prior to the later of (i) January 1, 1999 and (ii) the Closing Date. Such Buy Option may be exercised with respect to any Future License by written notice to Seller by ART at any time before ninety (90) days after the grant of such Future License by Final Order and until the first anniversary of the later of (i) January 1, 1999 and (ii) the Closing. (b) In the event of the exercise of the Buy Option, the purchase and sale of the relevant Future License shall be made pursuant to one or more agreements in substantially the form of this Agreement, which the parties agree to execute within thirty (30) days of the exercise of the respective option, provided, that the term "Consideration" shall be that number of -------- shares of Common Stock set forth opposite the Pending License relating to such Future License on Schedule 1.1 and the term "Authorizations" shall mean the Future Licenses subject to such asset purchase agreement, and provided further, that, at ART's option, the issuance of consideration for -------- ------- such Future Licenses need not be registered under the Act. (c) ART acknowledges that the Sellers intend to cause Seller to liquidate within one year of the Closing. The Sellers agree that any Future Licenses or Pending Applications which may be included in the Seller's assets at the time of such liquidation shall be placed in a liquidating trust and the Selling Stockholders shall cause such trust to be bound by the obligations of the Seller pursuant to Sections 1.4 and 1.5 of this Agreement. ART agrees that the Seller may so liquidate subject to the trust being so bound.
View SourceView Similar (2)
Option Licenses. 47 7.10 New Areas Minimum Buildout Plan............................................ 47
View Source

Related to Option Licenses

  • Evaluation Licenses Access to the Software may be provided to User for beta, demonstration, test, or evaluation purposes, (collectively, “Evaluation Licenses”). For any Evaluation Licenses, the term shall be limited to ninety (90) days (the “Evaluation Period”), unless otherwise agreed to by Honeywell in writing. Evaluation Licenses are limited specifically to use for evaluation or demonstration purposes only, and User agrees not to use such Software in a production or non-test environment. User’s use of the Software under an Evaluation License is provided as-is, without any representations or warranties of any kind, and is at User’s sole risk. Honeywell has no obligation to support, maintain or provide any assistance regarding any Evaluation Licenses. IN NO EVENT WILL HONEYWELL BE LIABLE FOR ANY DAMAGES OF ANY KIND IN RELATION TO ANY EVALUATION LICENSE OR EVALUATION OF THE SOFTWARE BY USER, INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, STATUTORY, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST DATA, DAMAGE TO SYSTEMS OR EQUIPMENT, OR BUSINESS INTERRUPTION). NEITHER USER NOR ANY PROVIDER IS ENTITLED TO ANY DEFENSE OR INDEMNIFICATION FOR EVALUATION LICENSES GRANTED PURSUANT TO THIS SECTION.

  • Permits/Licenses Contractor and all Contractor’s employees or agents shall secure and maintain in force such permits and licenses as are required by law in connection with the furnishing of services pursuant to this Contract.

  • FCC Licenses (a) Each Mission Entity, and each Restricted Subsidiary of each such entity, holds such validly issued Broadcast Licenses as are necessary to operate the Stations as they are currently operated, and each such Broadcast License is in full force and effect (it being recognized that, as indicated on Schedules 5.22, certain Stations may, from time to time, operate pursuant to Special Temporary Authority granted by the FCC). The Stations, together with Broadcast Licenses, are identified on Schedule 5.22, and each such Broadcast License has the expiration date set forth on Schedule 5.22. (b) No Mission Entity has knowledge of any condition imposed by the FCC as part of any Broadcast License which is neither set forth on the face thereof as issued by the FCC nor contained in the Communications Laws applicable generally to stations of the type, nature, class or location of the Station in question. Except as otherwise set forth on Schedules 5.22 and 5.22(c), each Station has been and is being operated in all material respects in accordance with the terms and conditions of the Broadcast Licenses applicable to it and the Communications Laws. (c) Except as otherwise set forth on Schedule 5.22(c), no proceedings are pending or, to the knowledge of any Mission Entity or any Restricted Subsidiary are threatened which may result in the revocation, modification, non-renewal or suspension of any applicable Broadcast License of such Mission Entity, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to any Station, or its operation, other than (i) any proceedings which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect and (ii) proceedings affecting the television broadcasting industry in general. (d) All reports, applications and other documents required to be filed by the Mission Entities and their Restricted Subsidiaries with the FCC with respect to the Stations, have been timely filed, and all such reports, applications and documents are true, correct and complete in all respects, except where the failure to make such timely filing or any inaccuracy therein could not reasonably be expected to have a Material Adverse Effect, and except as otherwise set forth on Schedule 5.22(c), no Mission Entity nor any Restricted Subsidiary of a Mission Entity has knowledge of any matters which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any Broadcast License or the imposition on any Mission Entity or any Restricted Subsidiary of any material fines or forfeitures by the FCC, or which could reasonably be expected to result in the revocation, rescission, reversal or material adverse modification of the authorization of any Broadcast License. (e) There are no unsatisfied or otherwise outstanding citations issued by the FCC with respect to any Station or its operations.

  • Permits, Licenses, Etc Each of the Borrower and its Subsidiaries possesses all permits, licenses, patents, patent rights or licenses, trademarks, trademark rights, trade names rights, and copyrights which are material to the conduct of its business. Each of the Borrower and its Subsidiaries manages and operates its business in accordance with all applicable Legal Requirements except where the failure to so manage or operate could not reasonably be expected to result in a Material Adverse Change; provided that this Section 4.14 does not apply with respect to Environmental Permits.

  • Inbound Licenses Except as disclosed on the Schedule, Borrower is not a party to, nor is bound by, any license or other agreement that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property.