Termination of Prior License Sample Clauses

Termination of Prior License. The previous License Agreement dated January 15, 1996 between the parties is hereby amended, restated and superseded by this Agreement, and the previous License Agreement is void and of no effect.
Sample 1
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Termination of Prior License. Following the execution of this Agreement, Odonate will use reasonable commercial efforts to complete its acquisition of substantially all of the assets of the Genta bankruptcy estate (the “Genta Assets”), including Genta’s rights under the Prior Agreement. Upon Odonate’s acquisition of the Genta Assets, whether by bankruptcy court order, foreclosure sale, or otherwise, Daiichi Sankyo and Odonate (acting as successor-in-interest to the Prior Agreement), hereby agree to terminate the Prior Agreement with no further action on their part, thereby granting Odonate the licensed rights under Section 2.1 of this Agreement. Odonate shall provide Daiichi Sankyo with written notice of the completion of the acquisition of the Genta Assets, which notice shall serve as the establishment of the fact that the Genta Assets have been acquired and the license under Section 2.1 has been granted. Table of Contents Table of Contents
Sample 1
Termination of Prior License. Agreement and Transfer of Software under Prior License Agreement; Grant of Software License; Client Affiliates. a. Commencing on the Effective Date of this Agreement: (i) this Agreement will supersede and replace the Prior License Agreement referred to above, and the Prior License Agreement shall be deemed to have expired; (ii) the Software licensed under the Prior License Agreement will be transferred to this Agreement; and (iii) any failure to make timely payment or performance of any such obligations under the Prior License Agreement shall be a violation of this Agreement. For the sake of clarity,all payments and obligations under the Prior License Agreement accruing or arising prior to the Effective Date hereof shall be made and performed in accordance with the Prior License Agreement and each obligation under the Prior License Agreement which expressly or by reasonable implication is intended to survive termination or expiration shall so survive. b. Relativity grants Client, and Client accepts, a non-exclusive, non-transferable, non-sublicensable, license (“License”) to use the Software products identified on Exhibit A commencing on the Effective Date of this Agreement and during the Term in Exhibit A or until any earlier termination as provided in this Agreement, all on and subject to all terms of this Agreement. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Exhibit B. c. Notwithstanding the foregoing, Client may provide access to, and use of, the Software to each Client Affiliate as defined herein and its end users; provided: (i) such access to the Software shall be provided by Client only on a hosted basis, (ii) such Client Affiliates’ end users shall be counted as Server Users under Exhibit A to the extent they are granted access to the Software as further described in the definition of Server Users in Exhibit B, (iii) Client shall cause all such Client Affiliates to comply with all provisions of this Agreement applicable to Client (except this provision does not require that Client Affiliates pay any amounts to Relativity if Client is paying the amounts required under this Agreement); and (iv) Client will be liable for any failure by any such Client Affiliates to comply with this Agreement. “Client Affiliate” means any company that directly or indirectly: (1) owns or controls Client, (2) is owned or controlled by Client; or (3) is under common ownership or control with Client.
Sample 1
Termination of Prior License. AGREEMENTS 2.1 Licensor and Licensee acknowledge and agree that the Polyguard License Agreement and the Polyguard Trademark License have been properly assigned from Crown Cork
Sample 1

Related to Termination of Prior License

  • Termination of Prior Agreement Upon the effectiveness of this Agreement, the Prior Agreement shall terminate and be of no further force and effect, and shall be superseded and replaced in its entirety by this Agreement.

  • Termination of Prior Agreements The execution of this Agreement shall be deemed to constitute the termination as of the Effective Date of any and all prior agreements between an Acquiring Fund and an Acquired Fund that relates to the investment by any Acquiring Fund in any Acquired Fund in reliance on a participation agreement, exemptive order or other arrangement among the parties intended to achieve compliance with Section 12(d)(1) of the 1940 Act (the “Prior Section 12 Agreements”). The parties hereby waive any notice provisions, conditions to termination, or matters otherwise required to terminate such Prior Section 12 Agreements.

  • Incorporation of Prior Agreements This Lease and the attachments listed in Section 1.16 contain all agreements of the parties with respect to the lease of the Premises and any other matter mentioned herein. No prior or contemporaneous agreement or understanding pertaining to any such matter shall be effective. Except as otherwise stated in this Lease, Tenant hereby acknowledges that no real estate broker nor Landlord or any employee or agents of any of said persons has made any oral or written warranties or representations to Tenant concerning the condition or use by Tenant of the Premises or the Project or concerning any other matter addressed by this Lease.

  • Effect of Prior Agreements This Agreement contains the entire understanding between the parties hereto and supersedes any prior employment agreement between the Company or any predecessor of the Company and the Executive.

  • Incorporation of Prior Agreements; Modifications This Lease is the only agreement between the parties pertaining to the lease of the Property and no other agreements are effective. All amendments to this Lease shall be in writing and signed by all parties. Any other attempted amendment shall be void.

  • Termination of License 3.2.1 The Bank shall have, in the event of the Customer’s breach of or default under this Agreement and/ or the Bank being of the view that the Customer is not co-operating and/or complying with the terms and conditions of this Agreement, a right to terminate this Agreement and the license granted hereunder, after issuing to the Customer a prior written notice of not less than 3 (three) months by registered post or speed post (and also by (i) email where email id of the Customer is available; and (ii) SMS and/or WhatsApp where the mobile phone number of the Customer is available) (“Termination Notice”). 3.2.2 Upon receipt of the Termination Notice, the Licensor shall forthwith and before the end of the notice period stipulated under the Termination Notice surrender and vacate the Locker and handover the keys, password or any other identification mechanism and documents provided by the Bank for opening of the Locker, to the Bank.

  • Termination of Licenses Subject to Clause 33.3 (Licence granted by the Supplier: Supplier Background IPR), all licences granted pursuant to Clause 33 (Intellectual Property Rights) (other than those granted pursuant to Clause 33.6 (Third Party IPR) and 33.7 (Licence granted by the Customer)) shall survive the Call Off Expiry Date. The Supplier shall, if requested by the Customer in accordance with Call Off Schedule 9 (Exit Management), grant (or procure the grant) to the Replacement Supplier of a licence to use any Supplier Background IPR and/or Third Party IPR on terms equivalent to those set out in Clause 33.3 (Licence granted by the Supplier: Supplier Background IPR) subject to the Replacement Supplier entering into reasonable confidentiality undertakings with the Supplier. The licence granted pursuant to Clause 33.7 (Licence granted by the Customer ) and any sub-licence granted by the Supplier in accordance with Clause 33.7.1 (Licence granted by the Customer) shall terminate automatically on the Call Off Expiry Date and the Supplier shall: immediately cease all use of the Customer Background IPR and the Customer Data (as the case may be); at the discretion of the Customer, return or destroy documents and other tangible materials that contain any of the Customer Background IPR and the Customer Data, provided that if the Customer has not made an election within six months of the termination of the licence, the Supplier may destroy the documents and other tangible materials that contain any of the Customer Background IPR and the Customer Data (as the case may be); and ensure, so far as reasonably practicable, that any Customer Background IPR and Customer Data that are held in electronic, digital or other machine-readable form ceases to be readily accessible from any computer, word processor, voicemail system or any other device of the Supplier containing such Customer Background IPR and/or Customer Data. The Supplier shall, during and after the Call Off Contract Period, on written demand, indemnify the Customer against all Losses incurred by, awarded against, or agreed to be paid by the Customer (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: procure for the Customer the right to continue using the relevant item which is subject to the IPR Claim; or replace or modify the relevant item with non-infringing substitutes provided that: the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; the replaced or modified item does not have an adverse effect on any other Goods and/or Services; there is no additional cost to the Customer; and the terms and conditions of this Call Off Contract shall apply to the replaced or modified Goods and/or Services. If the Supplier elects to procure a licence in accordance with Clause 33.9.2(a) or to modify or replace an item pursuant to Clause 33.9.2(b), but this has not avoided or resolved the IPR Claim, then: the Customer may terminate this Call Off Contract by written notice with immediate effect; and without prejudice to the indemnity set out in Clause 33.9.1, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute goods and/or services including the additional costs of procuring, implementing and maintaining the substitute items.

  • Incorporation of Prior Agreements; Amendments This Lease contains all agreements of the parties with respect to any matter mentioned herein. No prior agreement or understanding pertaining to any such matter shall be effective. This Lease may be modified in writing only, signed by the parties in interest at the time of the modification. Except as otherwise stated in this Lease, Lessee hereby acknowledges that neither the real estate broker listed in Paragraph 15 hereof nor any cooperating broker on this transaction nor the Lessor or any employees or agents of any of said persons has made any oral or written warranties or representations to Lessee relative to the condition or use by Lessee of said Premises and Lessee acknowledges that Lessee assumes all responsibility regarding the Occupational Safety Health Act, the legal use and adaptability of the Premises and the compliance thereof with all applicable laws and regulations in effect during the term of this Lease except as otherwise specifically stated in this Lease.

  • Termination of Agreement If this Agreement is terminated by the Representatives in accordance with the provisions of Section 5 or Section 9(a)(i) hereof, the Company shall reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters.

  • Merger of Prior Agreements This Agreement, including the exhibits hereto, constitutes the entire agreement between the Parties and is intended as a complete and exclusive statement of the promises, representations, discussions, and any other agreements that may have been made in connection with the subject matter hereof are superseded by this Agreement. This Agreement supersedes all prior and contemporaneous agreements and understandings between the Parties hereto relating to the subject matter hereof.

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