Exclusive Activities definition

Exclusive Activities means the development, marketing and sale of an Integrated Solution for one or more Applications, where the size of such Integrated Solution is equal to or greater than 500 kilowatts, including those Integrated Solutions marketed, sold and delivered through a Buyer sales channel or another Supplier sales channel as contemplated in Supplier’s then current business plan.
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Exclusive Activities has the meaning set forth in Section 8.7 (Exclusivity).
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Exclusive Activities shall have the meaning ascribed to them in the Amended and Restated LLC Agreement. (i) “Know-How” means all proprietary and confidential information and data (irrespective as to whether such information or data is available by way of documentation, orally or in electronic format, or protected by copyrights), including business and trade secrets, technical and business information and data, know-how and similar proprietary rights in confidential information and processes, discoveries, analytic models, improvements, techniques, devices, methods, patterns, formulations and specifications, all to the extent that such information and data are proprietary and confidential and neither Software nor a Patent. (j) “Licensed Object Code Software” means Software in object code which is licensed to Company, if any, to the extent that the Company can prove Use or Preparatory Use with respect to such Software and Software in object code listed in Exhibit A. (k) “Licensed Siemens Intellectual Property (“IP”)” means all Patents and Know-How owned by the Siemens Group (where those Patents have a priority date prior to or on the Closing Date and where that Know-How was developed or conceived prior to or on the Closing Date), other than the Contributed Siemens IP, to the extent (1) used by the Company for Exclusive Activities or Non-Exclusive Activities for the Business Purpose or (2) that the Company can prove Preparatory Use with respect to such IP. With respect to the foregoing clause 2 of this definition,
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Examples of Exclusive Activities in a sentence

  • For clarification purposes, during the Non-Compete Period, the Company shall be the exclusive vehicle for the development of the Exclusive Activities of the Company by the Shareholders, unless the Shareholders expressly agree otherwise in writing.

  • With effect as of the Closing Date, Siemens hereby grants to the Company a worldwide, non- exclusive, non-transferable, perpetual royalty-free license to use and to engage in Permitted Sublicensing with respect to: (i) the Licensed Object Code Software when used to conduct Exclusive Activities; and (ii) the Licensed SieStorage Know-How when used to conduct Exclusive Activities.

  • If, after the Closing Date, the Company determines that it requires a license for products developed by Company after the Closing Date under a Patent owned by the Siemens Group (other than the SieStorage Dual Use Patents, the Licensed Siemens IP, Listed Dual Use IP, and the Third List for Dual Use IP) in order to conduct any activities within the Exclusive Activities, the Company will identify that Patent and the Company’s intended use in writing to the Siemens SI DS FG Head.

  • With effect as of the Closing Date, Siemens hereby grants to the Company under the SieStorage Dual Use Patents and Listed Dual Use IP, if any, a worldwide, non-exclusive, non-transferable, perpetual, royalty-free license to conduct any activities within the Exclusive Activities and to engage in Permitted Sublicensing.

  • With effect as of the Closing Date, Siemens hereby grants to the Company under the Licensed Siemens IP and with effect as of the Closing Date, Siemens hereby grants to the Company under the Additionally Licensed Patents a worldwide, non- exclusive, non-transferable, perpetual, royalty-free license to conduct any activities within the Exclusive Activities for the Business Purpose and to engage in Permitted Sublicensing, except for (i) development, marketing.


More Definitions of Exclusive Activities

Exclusive Activities means the development, marketing and sale of an Integrated Solution for one or more Applications, where the size of such Integrated Solution is equal to or greater than 500 kilowatts, including those Integrated Solutions marketed, sold and delivered through a Buyer sales channel or another Supplier sales channel as contemplated in Supplier’s then current business plan. “Export Controls and Sanctions Laws” has the meaning set forth in Section 21.1. “Force Majeure” means any event which is not within the reasonable control of the Party affected and with the exercise of due diligence could not reasonably be prevented, avoided or removed by such Party, which causes the affected Party to be delayed, in whole or in part, or unable, using commercially reasonable efforts, to partially or wholly perform its obligations under this Agreement (other than an obligation for the payment of money) and is not caused by or resulting from the negligence or breach or failure of such Party to perform its obligations under this Agreement, which, subject to the foregoing, may include: acts of God or the public enemy, natural disasters, war, terrorism, insurrection, sabotage, unavoidable accidents, orders, decrees, rulings and policies of any Governmental Authority, fires, floods, earthquakes, volcanic activity, severe weather conditions not reasonably foreseeable taking into account the location of performance and the climate patterns applicable thereto, explosions, riots, general strikes and area lockouts. Force Majeure shall not include a Party’s financial inability to perform under this Agreement or any Purchase Order. “Further Buyer Contracting Parties” has the meaning set forth in Section 3.2. “Governmental Authority” means a federal, state, local or foreign governmental authority (including any regulatory authority); a state, province, commonwealth, territory or district thereof; a county; a city, town, township, or other municipality; a district, xxxx or other subdivision of any of the foregoing; any executive, legislative or other governing body of
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Exclusive Activities means the development, marketing and sale of an Integrated Solution for one or more Applications, where the size of such Integrated Solution is equal to or greater than 500 kilowatts, including those Integrated Solutions marketed, sold and delivered through a Buyer sales channel or another Supplier sales channel as contemplated in Supplier’s then current business plan. “Export Controls and Sanctions Laws” has the meaning set forth in Section 21.1. “Force Majeure” means any event which is not within the reasonable control of the Party affected and with the exercise of due diligence could not reasonably be prevented, avoided or removed by such Party, which causes the affected Party to be delayed, in whole or in part, or unable, using commercially reasonable efforts, to partially or wholly perform its obligations under this Agreement (other than an obligation for the payment of money) and is not caused by or resulting from the negligence or breach or failure of such Party to perform its obligations under this Agreement, which, subject to the foregoing, may include: acts of God or the public enemy, natural disasters, war, terrorism, insurrection, sabotage, unavoidable accidents, orders, decrees, rulings and policies of any Governmental Authority, fires, floods, earthquakes, volcanic activity, severe weather
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Exclusive Activities means performing, having performed or agreeing to perform any Development, Commercialization or Manufacturing of a Competitive Product inside or outside the Territory.
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Exclusive Activities shall have the meaning ascribed to them in the Amended and Restated LLC Agreement. (j) “Know-How” means all proprietary and confidential information and data (irrespective as to whether such information or data is available by way of documentation, orally or in electronic format, or protected by copyrights), including business and trade secrets, technical and business information and data, know-how and similar proprietary rights in confidential information and processes, discoveries, analytic models, improvements, techniques, devices, methods, patterns, formulations and specifications, all to the extent that such information and data are proprietary and confidential and neither Software nor a Patent. (k) “Licensed Object Code Software” means Software in object code which is licensed to Company, if any, to the extent that the Company can prove Use or Preparatory Use with respect to such Software. (l) “Licensed Siemens Intellectual Property (“IP”)” means all Patents and Know-How owned by Siemens (where those Patents have a priority date prior to or on the Closing Date and where that Know-How was developed or conceived prior to or on the Closing Date), other than the Contributed Siemens IP, to the extent (1) used by the Company for Exclusive Activities or Non-Exclusive Activities for the Business Purpose or (2) that the Company can prove Preparatory Use with respect to such IP. With respect to the foregoing clause 2 of this definition, when Intellectual Property is identified pre- or post-closing that the Company believes falls under this definition and requires proof of Preparatory Use, the Company will identify such Intellectual Property and the Preparatory Use of such Intellectual Property to the Siemens SI DS FG Head, who will coordinate with the relevant Siemens department(s) in good faith to determine in a commercially reasonable manner if the Company has satisfied its burden of proof regarding Preparatory Use and, if this is the case, Siemens will, within a reasonable time frame, acknowledge in writing that such Intellectual Property is Licensed Siemens IP and will include such Licensed Siemens IP on the Third List for Dual Use IP. (m) “Licensed SieStorage Know-How” means all SieStorage KnowHow and SIMATIC configuration relating to Power Quality (MS UPS) and Microgrid and Islands applications, as shall be defined in the Amended and Restated LLC Agreement. For avoidance of doubt, Licensed SieStorage Know-How does not include the Contributed Siemens IP. ...
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Exclusive Activities means performing or agreeing to perform any [**].
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Related to Exclusive Activities

  • Competitive Activities means any business activities in which the Company or any other member of the Company Group engage (or have committed plans to engage) during the Term of Employment, or, following termination of Employee’s employment hereunder, was engaged in business (or had committed plans to engage) at the time of such termination of employment.

  • licensed activities means things authorised to be done by the licence

  • Restricted Activities means and includes the following:

  • Permitted Activities The primary activities of the trust created pursuant to this Agreement which shall be:

  • Funded Activities means the activities set out in Annex 4; Funding Period means the period for which the Grant is awarded starting on the Commencement Date and ending on the respective dates set out in Annex 3. General Data Protection Regulation and GDPR means the General Data Protection Regulation (EU) 2016/679; Grant means the sum or sums the Authority will pay to the Grant Recipient in accordance with paragraph 4 and subject to the provisions set out at paragraph 26.

  • licensed activity means any activity set out in section 4 of this licence.

  • Extracurricular activities means: a voluntary activity sponsored by the school or local education agency or an organization sanctioned by the local education agency. Extracurricular activities include, but are not limited to, preparation for and involvement in public performances, contests, athletic competitions, demonstrations, displays, and club activities.

  • Restricted Territory means the United States of America.

  • School activities means any activity sponsored by the school including, but not limited to, classroom work, library activities, physical education classes, official assemblies and other similar gatherings, school athletic contests, band concerts, school plays and other theatrical productions, and in-school lunch periods.

  • Collaboration Know-How means all Know-How conceived, discovered, developed or otherwise made by or on behalf of a particular Party or any of its Affiliates or permitted subcontractors of any of the foregoing (solely or jointly by or on behalf of a particular Party or any of its Affiliates or permitted subcontractors of any of the foregoing) in the course of [***].

  • Activities has the meaning specified in Section 7.02(b).

  • Motorsport Activities means any motorsport activities or Recreational Services which are permitted or approved which Motorsport Australia regulates or administers or otherwise are under the responsibility / control of Motorsport Australia;

  • Interscholastic Activities means athletic or non-athletic/academic activities where students compete on a school vs. school basis.

  • Development Activities means those activities which have been approved for the Project as set out in the approved Plans and Specifications and, generally, activities that are normally undertaken for the development, construction, repair, renovation, rehabilitation or conversion of buildings for residential purposes and include the acquisition of property;