Reseller, Development and Distribution Agreements Sample Clauses

Reseller, Development and Distribution Agreements. Inpixon shall have the right, but not the obligation, to assume all of the Systat Parties’ rights, interests, and obligations under the Systat Distribution Agreements (the “Distribution Contract Assumption Right”). If Inpixon does not exercise the Distribution Contract Assumption Right, all applicable Systat Distribution Agreements for the Products, Software Source, User Documentation and Systat Intellectual Property then in effect shall be terminated by the Systat Parties immediately, or as soon as contractually permitted, which termination shall be effective as of the Closing Date, and the Systat Parties shall take such actions and furnish and execute such additional documents and information as Inpixon may require to effectuate the termination of all such Systat Distribution Agreements. Notwithstanding Inpixon’s exercise of the Distribution Contract Assumption Right, Inpixon shall not assume and shall not be responsible to pay, perform or discharge any debts, liabilities or obligations of any kind that arose in connection with each applicable Systat Distribution Agreement prior to the Closing Date or arise following the Closing Date with respect to actions or matters that occurred prior to the Closing Date and the Systat Parties shall be responsible for all such obligations. Except as otherwise limited or prohibited by the terms of an applicable Systat Distribution Agreement or applicable law, with respect to each Systat Distribution Agreement that Inpixon elects to assume pursuant to the Distribution Contract Assumption Right, each such Systat Distribution Agreement shall be deemed to be assigned to Inpixon by Systat, and assumed by Inpixon, and Systat hereby assigns each such Systat Distribution Agreement and all of its rights and obligations thereunder, and Inpixon hereby assumes each such Systat Distribution Agreement and all of Systat’s rights and obligations thereunder, as of the Closing Date, without any further action required on the part of Systat or Inpixon. Notwithstanding the foregoing, the Systat SigmaPlot Agreements shall continue to remain in full force and effect at all times during the License Term, subject however to the condition that such provision(s) are not in variance with the provisions of this Agreement; and in case, if there exist any such conflicting provision(s), such provision(s) shall be deemed to have been amended and modified, so as to align to them with the understanding provided under this Agreement without any requirem...
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Related to Reseller, Development and Distribution Agreements

  • Distribution Agreements Subject to compliance with applicable provisions of the 1940 Act, the Board of Trustees may enter into a contract or contracts with one or more Persons to act as underwriters and/or placement agents whereby the Trust may either agree to sell Shares of the Trust, any Series or Class to the other party or parties to the contract or appoint such other party or parties its sales agent or agents for such Shares. In either case, the contract shall be on such terms and conditions as the Board of Trustees may in its discretion determine, not inconsistent with the provisions of this Section 5.12 or the By-laws; and such contract may also provide for the repurchase or sale of Shares of the Trust, any Series or Class by such other party as principal or as agent of the Trust and may provide that such other party may enter into selected dealer agreements with registered securities dealers and brokers and servicing and similar agreements with Persons who are not registered securities dealers to further the purposes of the distribution or repurchase of such Shares.

  • Collaboration Agreement The Collaboration Agreement shall not have been terminated in accordance with its terms and shall be in full force and effect.

  • Parties to Lock-Up Agreements The Company has furnished to the Underwriters a letter agreement in the form attached hereto as Exhibit A (the “Lock-up Agreement”) from each of the persons listed on Exhibit B. Such Exhibit B lists under an appropriate caption the directors and executive officers of the Company. If any additional persons shall become directors or executive officers of the Company prior to the end of the Company Lock-up Period (as defined below), the Company shall cause each such person, prior to or contemporaneously with their appointment or election as a director or executive officer of the Company, to execute and deliver to the Representatives a Lock-up Agreement.

  • Sublicense Agreements Sublicenses shall be granted only pursuant to written agreements, which shall be subject and subordinate to the terms and conditions of this Agreement. Such Sublicense agreements shall contain, among other things, provisions to the following effect:

  • Development Agreement That certain Development Agreement dated of even date herewith by and between the Company and Developer providing for the development of the Project on the Property, a copy of which is attached hereto as Exhibit C and incorporated herein by reference. Development Fee. As described in Section 6.8.

  • License Agreements (a) Each Borrower and Guarantor shall (i) promptly and faithfully observe and perform all of the material terms, covenants, conditions and provisions of the material License Agreements to which it is a party to be observed and performed by it, at the times set forth therein, if any, (ii) not do, permit, suffer or refrain from doing anything that could reasonably be expected to result in a default under or breach of any of the terms of any material License Agreement, (iii) not cancel, surrender, modify, amend, waive or release any material License Agreement in any material respect or any term, provision or right of the licensee thereunder in any material respect, or consent to or permit to occur any of the foregoing; except, that, subject to Section 9.19(b) below, such Borrower or Guarantor may cancel, surrender or release any material License Agreement in the ordinary course of the business of such Borrower or Guarantor; provided, that, such Borrower or Guarantor (as the case may be) shall give Agent not less than thirty (30) days prior written notice of its intention to so cancel, surrender and release any such material License Agreement, (iv) give Agent prompt written notice of any material License Agreement entered into by such Borrower or Guarantor after the date hereof, together with a true, correct and complete copy thereof and such other information with respect thereto as Agent may request, (v) give Agent prompt written notice of any material breach of any obligation, or any default, by any party under any material License Agreement, and deliver to Agent (promptly upon the receipt thereof by such Borrower or Guarantor in the case of a notice to such Borrower or Guarantor and concurrently with the sending thereof in the case of a notice from such Borrower or Guarantor) a copy of each notice of default and every other notice and other communication received or delivered by such Borrower or Guarantor in connection with any material License Agreement which relates to the right of such Borrower or Guarantor to continue to use the property subject to such License Agreement, and (vi) furnish to Agent, promptly upon the request of Agent, such information and evidence as Agent may reasonably require from time to time concerning the observance, performance and compliance by such Borrower or Guarantor or the other party or parties thereto with the material terms, covenants or provisions of any material License Agreement.

  • Supply Agreements For a period of three years from the consummation of the IPO, Odetics shall not unilaterally terminate or assign its guarantee obligation with respect to any supply agreement pursuant to which it has guaranteed the performance by ATL of ATL's obligations, unless such suppliers have consented to the termination or assignment of such guarantee.

  • Manufacturing Agreement Each of the Sellers (as applicable) shall have executed and delivered to the Buyer the Manufacturing Agreement with respect to the portion of the Business conducted at the applicable Facility.

  • Transition Agreement At Closing, Buyer and Seller shall execute the applicable Transition Agreements.

  • Marketing Agreement The Company shall have entered into, ------------------- executed and delivered the Marketing Agreement.

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