Outstanding Licenses Sample Clauses

Outstanding Licenses. To Seller's Knowledge and except as disclosed in its Due Diligence Postings or made in the Ordinary Course of Business of Seller, there are no outstanding options, licenses, or agreements of any kind relating to the Intellectual Property, nor is Seller bound by or a party to any options, licenses or agreements of any kind with respect to Intellectual Property of any other person or entity.
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Outstanding Licenses. Purchaser acknowledges that the Acquired Assets have previously been licensed for exploitation in various territories of the world and that certain of these licenses remain outstanding. Seller represents and warrants that, except for the Outstanding Licenses identified at Schedule 1.3, there are no licenses or other grants of rights for any Films in any media in any territory. Seller further represents that Seller has not entered into any licenses relating to the Acquired Assets subsequent to the licenses set forth in Schedule 1.3 and Seller shall not enter into any licenses from and after the date hereof.
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Outstanding Licenses. All outstanding contracts, licenses, agreements, liens and encumbrances with respect to the Film that would adversely limit or restrict any of Purchaser's rights hereunder have been set forth in Schedule 1.3 and true copies have been provided to Purchaser. No such contract, agreement or license, including the applicable expiration dates, have been modified, amended or extended as of the date hereof nor shall be modified, amended or extended by Seller hereafter.
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Outstanding Licenses. KMP acknowledges that the Pictures are subject to the outstanding licenses and distribution agreements specifically identified on EXHIBIT B. As and when such outstanding licenses and agreements expire or terminate, all such rights shall be subject to this agreement and KMP's rights hereunder. Excepting only the accounts receivable specifically identified on Schedule C, KMP shall have the right to receive all monies, license fees, royalties, participations, and any and all other revenue sources in connection with or related to such outstanding licenses and distribution agreements. KMP shall be obligated, during the Term, to service all such licenses and agreements set forth in EXHIBIT B (as well as any new licenses entered into after the Closing Date) and to fulfill all of Comment's performance obligations to third parties undertaken by KMP in writing in the Definitive Agreements, but except as specifically provided for herein, KMP shall not be responsible for any existing indebtedness of Comment. Any costs incurred by KMP shall be recoupable distribution expenses to the extent so provided in each respective agreement. KMP agrees not to enter into any licenses that will conflict with any licenses previously entered into by Comment, unless KMP has settled such licenses in accordance with Paragraph 6 below.
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Related to Outstanding Licenses

  • Outstanding Obligations Borrower shall have no obligations as of the date of this Agreement except those approved by HUD in writing and, except for those approved obligations, the Land has been paid for in full (or if the Land is subject to a leasehold interest, it must be subject to a HUD-approved lease), and is free from any liens or purchase money obligations, except as approved by HUD. As of the date hereof, all contractual obligations relating to the Project have been fully disclosed to HUD.

  • Outstanding Shares On the Closing Date, Pubco will have not more than 95,366,525 common shares issued and outstanding in the capital of Pubco after giving effect to the cancellation and issuance of the Pubco Shares contemplated in this Agreement, and to the private placement agreement referenced in below article 6.13.

  • Outstanding Loans There are no outstanding loans, advances (except normal advances for business expenses in the ordinary course of business) or guarantees or indebtedness by the Company or any Subsidiary to or for the benefit of any of the officers or directors of the Company, any Subsidiary or any of their respective family members, except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus. All transactions by the Company with office holders or control persons of the Company have been duly approved by the board of directors of the Company, or duly appointed committees or officers thereof.

  • Outstanding Stock All issued and outstanding shares of capital stock and equity interests in the Company have been duly authorized and validly issued and are fully paid and non-assessable.

  • Outstanding Letters of Credit On the effective date of such increase, each Increasing Lender and each New Lender (i) will be deemed to have purchased a participation in each then outstanding Letter of Credit equal to its Ratable Share of such Letter of Credit and the participation of each other Lender in such Letter of Credit shall be adjusted accordingly and (ii) will acquire (and will pay to the Administrative Agent, for the account of each Lender, in immediately available funds, an amount equal to) its Ratable Share of all outstanding Participation Advances.

  • Outstanding Debt Neither the Company nor any Subsidiary has any Debt outstanding except as permitted by paragraph 6B(2). There exists no payment default or other default in any material respect under the provisions of any instrument evidencing such Debt or of any agreement relating thereto.

  • Outstanding Notes The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; however, Notes held by the Company or a Subsidiary of the Company shall not be deemed to be outstanding for purposes of Section 3.07(a) hereof. If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser. If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue. If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes will be deemed to be no longer outstanding and will cease to accrue interest.

  • Outstanding Common Stock The number of shares of Common Stock at any time outstanding shall (A) not include any shares thereof then directly or indirectly owned or held by or for the account of the Issuer or any of its Subsidiaries, and (B) be deemed to include all shares of Common Stock then issuable upon conversion, exercise or exchange of any then outstanding Common Stock Equivalents or any other evidences of Indebtedness, shares of Capital Stock or other Securities which are or may be at any time convertible into or exchangeable for shares of Common Stock or Other Common Stock.

  • Outstanding Securities All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities of the Company conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. All offers and sales and any transfers of the outstanding securities of the Company were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers of such securities, exempt from such registration requirements.

  • Outstanding Equity Awards Executive’s outstanding equity awards shall remain outstanding following the Effective Date in accordance with their terms, provided, that to the extent any term of this Agreement is more favorable to Executive, including in respect to accelerated vesting, the more favorable terms of this Agreement shall control.

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