Common use of Royalty Obligations Clause in Contracts

Royalty Obligations. Part 3.10(d) of the Disclosure Schedule contains a complete and accurate list of Contracts containing provisions related to royalties, fees, commissions and other amounts payable by any Acquired Company to any other Person (other than sales commissions paid to employees according to the applicable Acquired Company’s standard commissions plan) upon or for the use of any Acquired Company IP or upon the sale, lease, license, distribution, provision, or other disposition of any product or service of an Acquired Company.

Appears in 2 contracts

Samples: Share Purchase Agreement, Share Purchase Agreement (Riverbed Technology, Inc.)

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Royalty Obligations. Part 3.10(d2.10(d) of the Disclosure Schedule contains a complete and accurate list of Contracts containing provisions related to any agreements requiring payment by the Company or any of its Subsidiaries of any royalties, fees, commissions and other amounts payable by any Acquired Company to any other Person (other than sales commissions paid to employees according to the applicable Acquired Company’s standard commissions plan) upon or for the use of any Acquired Company IP or upon IP. Complete and accurate copies of each agreement listed in Part 2.10(d) of the sale, lease, license, distribution, provision, or other disposition of any product or service of an Acquired CompanyDisclosure Schedule have been provided to Parent.

Appears in 1 contract

Samples: Merger Agreement (Oclaro, Inc.)

Royalty Obligations. Part 3.10(d3.11(e) of the Disclosure Schedule contains a complete and accurate list of Contracts containing provisions related to royalties, fees, commissions and other amounts payable by in which any Acquired Company must pay to any other Person (royalties, commissions, or other than amounts payable based on the volume of sales commissions paid to employees according to the applicable Acquired Company’s standard commissions plan) or revenue, in each case upon or for the use or exploitation of any Acquired Company IP Intellectual Property or upon the sale, lease, license, distribution, provision, or other disposition of any product or service of an Acquired CompanyIntellectual Property Rights.

Appears in 1 contract

Samples: Share Purchase Agreement (Tenable Holdings, Inc.)

Royalty Obligations. Part 3.10(d2.10(f) of the Disclosure Schedule contains a complete and accurate list of Contracts containing provisions related each Contract pursuant to which any Acquired Entity is obligated to pay any royalties, fees, commissions and other amounts payable by any Acquired Company to any other Person (other than sales commissions paid to employees according to based on the applicable Acquired Company’s standard commissions plan) upon volume of use, distribution, licensing out, or for the use sale of any Acquired Company IP or upon Entity Product, other than Contracts with Acquired Entity employees providing for them to receive sales commissions in the sale, lease, license, distribution, provision, or other disposition of any product or service of an Acquired Companyordinary course.

Appears in 1 contract

Samples: Merger Agreement (Autodesk Inc)

Royalty Obligations. Part 3.10(d2.10(d) of the Disclosure Schedule contains a complete and accurate list of all Acquired Company Contracts containing provisions related that require an Acquired Company to pay royalties, fees, commissions and or other similar amounts payable by any Acquired Company to any other Person (other than sales commissions paid to employees according to the applicable Acquired Company’s standard commissions plan) upon or for the use of any Acquired Company IP IPR or upon the sale, lease, license, distribution, provision, or other disposition of any product or service of an Acquired CompanyCompany Software.

Appears in 1 contract

Samples: Merger Agreement (Yelp Inc)

Royalty Obligations. Part 3.10(d2.11(e) of the Disclosure Schedule contains a complete and accurate list and summary of Contracts containing provisions related to all royalties, feescommissions, commissions and other similar amounts payable by any Acquired Company to any other Person (other than sales commissions paid to employees according to the applicable Acquired Company’s standard commissions plan) upon or for the use use, sale, distribution or exploitation of any Intellectual Property or Intellectual Property Rights (other than license and subscription fees for “off the shelf” third party Software that is supplied or licensed to the Acquired Company IP or upon on generally available, standard commercial terms). Each Acquired Company has timely paid all royalties, commissions and similar amounts to the sale, lease, license, distribution, provision, or other disposition of any product or service of an Acquired CompanyPersons who are entitled to receive them.

Appears in 1 contract

Samples: Merger Agreement (Indie Semiconductor, Inc.)

Royalty Obligations. Part 3.10(dSection 4.15(n) of the Disclosure Schedule Schedules contains a complete and accurate list of Contracts containing provisions related each Contract pursuant to royalties, which Seller is obligated to pay any royalties (or similar fees (other than standard license fees), commissions and or other amounts payable by any Acquired Company amounts) to any other Person (other than sales commissions paid to employees according to the applicable Acquired Company’s standard commissions planincluding any Governmental Authority or academic institution) upon or solely for the use of any Acquired Company IP or upon the sale, lease, licenseuse, distribution, provision, making available or other disposition exploitation of any product or service of an Acquired CompanyTransferred IP.

Appears in 1 contract

Samples: Asset Purchase Agreement (Wisa Technologies, Inc.)

Royalty Obligations. Part 3.10(d2.10(f) of the Disclosure Schedule contains a complete and accurate list of each Contract (other than Contracts containing provisions related for Shrink-Wrap Code) pursuant to which any Acquired Entity is obligated to pay any royalties, fees, commissions and or other amounts payable by any Acquired Company to any other Person (other than sales commissions paid to employees according to the applicable Acquired Company’s standard commissions plan) upon or for the use of any Acquired Company IP or upon the sale, lease, license, distribution, provisionIntellectual Property, or other disposition of Intellectual Property Right incorporated into any product or service of an Acquired CompanyEntity Product.

Appears in 1 contract

Samples: Merger Agreement (Splunk Inc)

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Royalty Obligations. Part 3.10(d2.10(d) of the Disclosure Schedule contains a complete and accurate list of Contracts containing provisions related to royalties, fees, commissions and other amounts payable by any Acquired the Company to any other Person (other than sales commissions paid to employees according to the applicable Acquired Company’s standard commissions plan) upon or for the use of any Acquired Company IP or upon the sale, lease, license, distribution, provision, or other disposition of any product or service of an Acquired CompanyIP.

Appears in 1 contract

Samples: Merger Agreement (Riverbed Technology, Inc.)

Royalty Obligations. Part 3.10(dSection 3.16(d) of the Disclosure Schedule contains a complete and accurate list and summary of Contracts containing provisions related to all royalties, fees, commissions and other amounts payable by any Acquired the Company to any other Person (other than sales commissions paid to employees according to the applicable Acquired Company’s standard commissions plan) upon or for the use of any Acquired Company IP or upon the sale, lease, license, distribution, provision, or other disposition of any product or service of an Acquired CompanyOwned Intellectual Property.

Appears in 1 contract

Samples: Stock Purchase Agreement (Scansource, Inc.)

Royalty Obligations. Part 3.10(d2.10(e) of the Disclosure Schedule contains a complete and accurate list of Contracts containing provisions related each Contract pursuant to which any Acquired Company is obligated to pay any royalties, fees, commissions and other amounts payable by any Acquired Company to any other Person upon or for the use of any Company Product, Intellectual Property Rights or Intellectual Property (other than sales commissions paid to employees according to the applicable Acquired Company’s standard commissions plan) upon or for the use of any Acquired Company IP or upon the sale, lease, license, distribution, provision, or other disposition of any product or service of an Acquired Companyemployees).

Appears in 1 contract

Samples: Equity Purchase Agreement (OMNICELL, Inc)

Royalty Obligations. Part 3.10(d2.13(e) of the Disclosure Schedule contains a complete and accurate list of Contracts containing provisions related all third parties and their respective agreements with respect to the royalties, fees, commissions commissions, and other amounts payable by the Seller or any Acquired Company Subsidiary to any other Person those third parties (other than sales commissions paid to employees according to the applicable Acquired CompanySeller’s standard commissions plan) upon or for the manufacture, sale, or distribution of any Seller Products or the use of any Acquired Company IP or upon the sale, lease, license, distribution, provision, or other disposition of any product or service of an Acquired CompanySeller IP.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cavium Networks, Inc.)

Royalty Obligations. Part 3.10(d2.10(d) of the Disclosure Schedule contains a complete and accurate list of all Acquired Company Contracts containing provisions related that require an Acquired Company to pay royalties, fees, commissions and or other similar amounts payable by any Acquired Company to any other Person (other than sales commissions paid to employees employees, agents or contractors according to the applicable Acquired Company’s standard commissions plan) upon or for the use use, license, or distribution of any Acquired Company IP or upon the sale, lease, license, distribution, provision, or other disposition of any product or service of an Acquired CompanyIP.

Appears in 1 contract

Samples: Merger Agreement (Yelp Inc)

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