Examples of Acquired Royalty Payments in a sentence
If Assignor proposes to enter into a further assignment or sale transaction similar in nature to the transactions contemplated by this Agreement in respect of any Royalties other than the Acquired Royalty Payments, Assignee shall have a right of first refusal and a right of last offer in respect of any such further transactions.
During the Term, Assignor shall cause its business and other activities with respect to the Acquired Royalty Payments, the License Agreement, the Patents, the Products and the Know-How to be carried on in the ordinary course, consistent with past practice and shall not take or permit to be taken any action that will have a material adverse effect on the Products.
Assignor has conducted and is conducting its business in compliance with all Applicable Laws, and is not in violation of any Applicable Laws, except for violations which do not or will not (either individually or in the aggregate) adversely affect in any material respect the Acquired Royalty Payments, the License Agreement, the Patents, the Products or Assignor’s ability to perform its obligations under this Agreement.
The Acquired Royalty Payments have been obtained free and clear of any material claims or encumbrances by any third party.
The term of this Agreement (the “Term”) shall commence as of the Effective Date and, subject to the Closing, shall continue until the date of receipt by Assignee of all the Acquired Royalty Payments and all the Reports in respect of the Acquired Royalty Payments.
There is not presently outstanding against Assignor any judgment, decree, injunction, order or award of any court, Governmental Agency or arbitrator that has, or could have, a material adverse effect on the Acquired Royalty Payments, the License Agreement, the Patents or the Products or such Party or its business or property.
Assignor has disclosed to Assignee all third party patents relevant to the Acquired Royalty Payments for which Assignor has requested a legal opinion concerning validity or non-infringement.
The term (the “Term”) of this Agreement shall commence as of the Effective Date and shall continue until the date of receipt by Assignee of all Acquired Royalty Payments, including the Acquired Royalty Payment for the quarterly period ending on and including December 31, 2011 and the receipt by Assignee of all Reports in respect of Acquired Royalty Payments.
Neither Licensee nor Assignor has waived any rights or defaults under the License Agreement that would adversely affect in any material respect the Acquired Royalty Payments, the License Agreement, the Patents, the Products or the Know-How and no event has occurred which, after the giving of notice or the lapse of time or both, would constitute a material default or breach by Assignor or, to the knowledge of Epoch, by the Licensee of the License Agreement.