Specified Licenses Sample Clauses

Specified Licenses. As promptly as practicable following the date hereof, and in any event no later than twenty (20) days following the date hereof, Seller shall enter into discussions with the third-party software provider listed on Schedule 5.31, its Affiliates or Subsidiaries (collectively, the “Specified Software Provider”) in order to determine whether Seller or its Affiliates or third-party providers have obtained the necessary number of appropriate licenses for, or otherwise obtained all necessary rights in respect of, any software or services provided by the Specified Software Provider as used by the Business as of the date hereof, and have made all required payments for such licenses or rights. If, on the basis of such discussions, Seller or the Specified Software Provider determines that Seller or any of its Affiliates or third-party providers did not or do not have sufficient licenses or other rights, or failed to make such required payments, Seller shall reasonably cooperate with the Specified Software Provider to promptly obtain from the Specified Software Provider all such additional licenses or other rights, and promptly make all such necessary payments. Seller shall bear all costs and expenses associated with the actions contemplated by this Section 5.31, including the cost and expense of obtaining any such licenses or rights or making any such payments. For the avoidance of doubt, none of the foregoing costs and expenses shall be included in any fees set forth in the Transition Services Agreement.
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Specified Licenses. The Company shall provide the Purchasers with copies of any notices delivered under or with respect to any Specified License, shall provide the Purchasers with prompt written notice of any default under any Specified License, shall not waive or amend any term of any Specified License or agree to any increase in the amount or acceleration of the payment of any Monetization Expenses in each case without the prior written consent of the Majority Purchasers, and shall timely pay all Monetization Expenses when and as due with respect to such Specified License.
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Specified Licenses. (a) Each Loan Party holds such validly issued licenses and authorizations as are necessary to operate as they are currently operated (collectively, the “Specified Licenses”), and each such Specified License is in full force and effect. The Specified Licenses of each Loan Party as of the Closing Date are listed on Schedule 6.23, and each of such Specified Licenses has the expiration date indicated on Schedule 6.23. (b) No Loan Party has knowledge, after diligent inquiry and investigation, of any condition imposed by any Governmental Authority as part of any Specified License which is neither set forth on the face thereof as issued by such Governmental Authority nor contained in the rules and regulations of such Governmental Authority applicable generally to stations of the type, nature, class or location of the business of such Loan Party. Each Loan Party has been and is being operated in all material respects in accordance with the terms and conditions of the Specified Licenses applicable to it and the law, rules and regulations applicable to it. (c) No proceedings are pending, or to the Loan Parties’ knowledge after diligent inquiry and investigation, are threatened, which may result in the revocation, modification, non-renewal or suspension of any of the Specified Licenses, 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 any Governmental Authority with respect to it or its operation, other than any matters which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (d) All reports, applications and other documents required to be filed by the Loan Parties with any Governmental Authority with respect to its respective business or Specified License(s) 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 no Loan Party has knowledge, after diligent inquiry and investigation, of any matters which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any of the Specified Licenses or the imposition on any Loan Party of any material fines or forfeitures by any Governmental Authority, or which could reasonably be expected to result in the revocati...
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Specified Licenses. Subject to the time period set forth in Section 8.17(d), the Loan Parties shall, and shall cause any Specified License or other FCC or government license, permit, or authorization material to the operation of the Loan Parties’ business to be held by a Specified License Subsidiary.
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Related to Specified Licenses

  • No Implied Licenses Except as explicitly set forth in this Agreement, neither Party shall be deemed by estoppel or implication to have granted the other Party any license or other right to any intellectual property of such Party.

  • No Implied License Except for the express license in Section 2.1, Intel does not grant any express or implied licenses to you under any legal theory. Intel does not license You to make, have made, use, sell, or import any Intel technology or third-party products, or perform any patented process, even if referenced in the Materials. Any other licenses from Intel require additional consideration. Nothing in this Agreement requires Intel to grant any additional license.

  • 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.

  • Other Licenses Nothing contained in this Agreement shall be construed as conferring by implication, estoppel or otherwise upon either Party any license or other right except the licenses and rights expressly granted under this Agreement.

  • Outbound Licenses Part 2.7(d) of the Disclosure Schedule accurately identifies each Contract pursuant to which any Person has been granted any license under, or otherwise has received or acquired any right (whether or not currently exercisable) or interest in, any Seller IP. The Seller is not bound by, and no Seller IP is subject to, any Contract containing any covenant or other provision that in any way limits or restricts the ability of the Seller to use, exploit, assert, or enforce any Seller IP anywhere in the world.

  • Permitted License Transfers As Licensee’s business operations may be altered, expanded or diminished, licenses granted hereunder may be transferred or combined for use at an alternative or consolidated site not originally specified in the license, including transfers between Agencies (“permitted license transfers”). Licensee(s) do not have to obtain the approval of Contractor for permitted license transfers, but must give thirty (30) days prior written notice to Contractor of such move(s) and certify in writing that the Product is not in use at the prior site. There shall be no additional license or other transfer fees due Contractor, provided that: i) the maximum capacity of the consolidated machine is equal to the combined individual license capacity of all licenses running at the consolidated or transferred site (e.g., named users, seats, or MIPS); or ii) if the maximum capacity of the consolidated machine is greater than the individual license capacity being transferred, a logical or physical partition or other means of restricting access will be maintained within the computer system so as to restrict use and access to the Product to that unit of licensed capacity solely dedicated to beneficial use for Licensee. In the event that the maximum capacity of the consolidated machine is greater than the combined individual license capacity of all licenses running at the consolidated or transferred site, and a logical or physical partition or other means of restricting use is not available, the fees due Contractor shall not exceed the fees otherwise payable for a single license for the upgrade capacity.

  • Intellectual Property; Licenses, Etc The Borrower and its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person. To the best knowledge of the Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Borrower or any Subsidiary infringes upon any rights held by any other Person. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

  • Licenses, etc The Borrower has obtained and does hold in full force and effect, all franchises, licenses, permits, certificates, authorizations, qualifications, accreditation, easements, rights of way and other consents and approvals which are necessary for the operation of its businesses as presently conducted, the absence of which is likely to have a Material Adverse Effect.

  • Required Licenses All parties of this Agreement, including but not limited to, Contractor, Subcontractor, other sub-contractors, and all parties' direct or indirect employees and agents shall be licensed in accordance with respective State laws where the individual is performing their trade or service. All individuals under this agreement shall be regulated by their respective licensing board which has jurisdiction to investigate complaints made by any third (3rd) parties.

  • Licenses; Permits (a) The WPZ Group Entities have all licenses, franchises, tariffs, grants, easements, variances, exceptions, permits and authorizations (other than environmental permits) issued or granted by Governmental Entities that are necessary for the conduct of their respective businesses as now being conducted or have obtained valid waivers therefrom (collectively, “Permits”), except where the failure to obtain such Permit would not, individually or in the aggregate, have a WPZ Material Adverse Effect. (b) All Permits are validly held by the WPZ Group Entities and are in full force and effect, except as would not, individually or in the aggregate, have a WPZ Material Adverse Effect. (c) The WPZ Group Entities have complied with all terms and conditions of the Permits, except as would not, individually or in the aggregate, have a WPZ Material Adverse Effect. No suspension or cancellation of any Permit is pending or, to the Knowledge of the WPZ Parties, threatened, except as would not, individually or in the aggregate, have a WPZ Material Adverse Effect. (d) The Permits will not be subject to suspension, modification, revocation or non-renewal as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except, in each case, as would not, individually or in the aggregate, have a WPZ Material Adverse Effect. (e) No Proceeding is pending or, to the Knowledge of the WPZ Parties, threatened with respect to any alleged failure by the WPZ Group Entities to have any material Permit necessary for the operation of any asset or the conduct of their businesses or to be in compliance therewith.

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