Future Licenses definition

Future Licenses means any License Agreement entered into by Borrower and/or any of its Subsidiaries after the date hereof with any other Person, as the same may be amended, supplemented or otherwise modified from time to time.
Sample 1Sample 2Sample 3
Future Licenses. As long as (i) HVT has not elected to cease paying the Minimum Annual Fee under Section 7.5; (ii) HVT is not in Double Payment Default; (iii) HVT has not incurably and materially breached Articles 5 (Confidentiality) and 6 (Heightened Duty of Confidentiality for Source Code), after 60 days written notice of such material breach has been provided by iPIX to HVT; and (iv) cessation has not occurred under Article 9 (Cessation); then the Licenses under Section 3.1 shall apply as follows: (a) Any Improvements to the Virtual Tour Technology made or controlled by iPIX or its Affiliates ("iPIX Improvements") shall be considered Licensed Technology under the Licenses. iPIX shall deliver and otherwise make available to HVT all such iPIX Improvements in order to allow HVT to obtain and exercise the benefits of such iPIX Improvements. (b) As long as the Deposit Materials have not been released from escrow (except for a limited release under Section 3.18, below), any Other Viewing Technology or Improvements thereto made or controlled by iPIX or its Affiliates that HVT Productizes shall be considered Licensed Technology under the Licenses. In all cases, the Parties will negotiate in good faith appropriate royalties for such Other Viewing Technology following the guidelines set forth in Article 7 (Royalties), below. If such appropriate royalties cannot be reached amicably within 30 days, such royalties will be determined through binding arbitration, provided, however, that during such arbitration HVT may distribute products or services using such Other Viewing Technology and will pay a interim royalty to iPIX of *. Upon resolution of such arbitration, the Parties will promptly pay any discrepancies between the arbitrated royalty and the interim royalty. If iPIX is subject to a corporate reorganization, consolidation, merger or sale of substantially all assets in favor of an acquiring party, then this subsection (b) (and no other provisions of this Agreement) shall terminate upon 30 days notice, which shall be a release event for the Deposit Materials relating to the Other Viewing Technology.
Sample 1

Examples of Future Licenses in a sentence

  • In addition to the Authorizations, Manager shall have a right of first refusal with resect to any and all future 38 or 23 Ghz authorizations granted by Industry Canada to Licensee (the "Future Licenses") to include such Future Licenses as Authorizations subject to this Agreement, whether issued in the name of Licensee or any or its present or future affiliates.

  • In consideration of the mutual covenants contained herein and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, effective as of the Closing Date of the Asset Purchase Agreement, Seller hereby appoints Buyer as the exclusive agent of Seller for the purpose of negotiating and entering into any and all Future Licenses.

  • Sellers shall not be liable for indemnification claims under this Section 8.1 unless Sellers are given notice of the claim by ART within two years following the Closing (or with respect to Future Licenses, Option Licenses and Plaincom Licenses transferred after the Closing, two years from the applicable closing with respect thereto).

  • Buyer shall be responsible for all costs, burdens and liabilities associated with its activities distributing, fulfilling and collecting Future Licenses.

  • The Sellers agree that any Future Licenses or Pending Applications which may be included in the Seller's assets at the time of such liquidation shall be placed in a liquidating trust and the Selling Stockholders shall cause such trust to be bound by the obligations of the Seller pursuant to Sections 1.4 and 1.5 of this Agreement.

  • As long as the provisions of Section 3.5 (Future Licenses) are in effect, iPIX will be deemed to have ceased offering and supporting products and services under Section 9.1 if iPIX's Virtual Tour Technology is not compatible with the set of pervasively used viewing technologies used by at least 51% of the users of the personal computers or other popular viewing devices in the United States Residential Real Estate Market.

  • Buyer shall provide Seller, on a monthly basis (on the date that payment is due to Seller), detailed accounting statements with respect to any and all Future Licenses, in a form mutually agreed upon by Buyer and Seller.

  • Any obligations by either party with respect to the Second Sell Option and the Buy Option (including any obligation with respect to Future Licenses under the Sell Option or Buy Option previously exercised) shall expire at the termination, if any, of this Agreement pursuant to Section 11 hereof.

  • In addition, Future Licenses shall incorporate certain key terms, as such key terms are described in Exhibit B.

  • At the same time copies of all new executed Future Licenses shall be forwarded to Seller.

Related to Future Licenses

  • Inbound Licenses means, collectively, any Contract (including covenants not to xxx) or other permission pursuant to which Seller is authorized or otherwise permitted to access or exploit any other Person’s IP, or any Contract pursuant to which Seller obtains a right to access or exploit a Person’s IP in the form of commercially available object code software or services, such as a software as a services Contract or a cloud services Contract.

  • Third Party Licenses has the meaning set forth in Section 3.

  • Intellectual Property Licenses means (i) any grant by the Company to another Person of any right, permission, consent or non-assertion relating to or under any of the Purchased Intellectual Property and (ii) any grant by another Person to the Company of any right, permission, consent or non-assertion relating to or under any third Person’s Intellectual Property.

  • Company IP Licenses (other than “shrink wrap,” “click wrap,” and “off the shelf” software agreements and other agreements for Software commercially available on reasonable terms to the public generally with license, maintenance, support and other fees of less than $5,000 per year (collectively, “Off-the-Shelf Software Agreements”), which are not required to be listed, although such licenses are “Company IP Licenses” as that term is used herein), under which a Target Company is a licensee or otherwise is authorized to use or practice any Intellectual Property, and describes (A) the applicable Intellectual Property licensed, sublicensed or used and (B) any royalties, license fees or other compensation due from a Target Company, if any. Each Target Company owns, free and clear of all Liens (other than Permitted Liens), has valid and enforceable rights in, and has the unrestricted right to use, sell, license, transfer or assign, all Intellectual Property currently used, licensed or held for use by such Target Company, and previously used or licensed by such Target Company, except for the Intellectual Property that is the subject of the Company IP Licenses. For each Patent and Patent application in the Company Registered IP, the Target Companies have obtained valid assignments of inventions from each inventor. Except as set forth on Schedule 4.13(a)(iii), all Company Registered IP is owned exclusively by the applicable Target Company without obligation to pay royalties, licensing fees or other fees, or otherwise account to any third party with respect to such Company Registered IP.

  • IP Licenses means all the contracts, licenses and agreements to which the Company is a party with respect to any Intellectual Property or Intellectual Property Rights licensed to or by, or created for or by, the Company.

  • Company License Agreements means any license agreements granting any right to use or practice any rights under any Intellectual Property (except for such agreements for off-the-shelf products that are generally available for less than $25,000), and any written settlements relating to any Intellectual Property, to which the Company is a party or otherwise bound; and the term “Software” means any and all computer programs, including any and all software implementations of algorithms, models and methodologies, whether in source code or object code.

  • Company Licensed Intellectual Property means Intellectual Property Rights owned by any Person (other than a Group Company) that is licensed to any Group Company.

  • Permits and Licenses means any approval, consent, license, permit, waiver, exception, variance or other authorization issued, granted, given, or otherwise made available by or under the authority of a government or governmental agency or under any applicable law, regulation, rule or order.

  • Intellectual Property License Agreement means the intellectual property license agreement substantially in the form attached as Exhibit B to the Contribution and Distribution Agreement.

  • Licenses means all licenses, permits, certificates of authority, authorizations, approvals, registrations, franchises and similar consents granted or issued by any Governmental or Regulatory Authority.

  • Intellectual Property License means any license, permit, authorization, approval, contract or consent granted, issued by or with any Person relating to the use of Intellectual Property.

  • Business Licenses has the meaning ascribed to it in Section 1.01(a)(x).

  • FCC Licenses means broadcasting and other licenses, authorizations, waivers and permits which are issued from time to time by the FCC.

  • Licences means conditional use of another party’s intellectual property rights.

  • License Agreements shall have the meaning set forth in Section 8.11 hereof.

  • Patent Licenses means all licenses, contracts or other agreements, whether written or oral, naming any Grantor as licensee or licensor and providing for the grant of any right to manufacture, use or sell any invention covered by any Patent (including, without limitation, all Patent Licenses set forth in Schedule II hereto).

  • Licensed IP Rights means, collectively, the Licensed Patent Rights and the Licensed Know-How Rights.

  • Third Party License means licenses from third parties governing third party software embedded or used in the Trading Platform.

  • Company Licensed IP means all Intellectual Property rights owned or purported to be owned by a third party and licensed to the Company or any Company Subsidiary or to which the Company or any Company Subsidiary otherwise has a right to use.

  • Intellectual Property Contracts means all agreements concerning Intellectual Property, including without limitation license agreements, technology consulting agreements, confidentiality agreements, co-existence agreements, consent agreements and non-assertion agreements.

  • Software License means a license for the Software granted under this XXXX to the Licensee;

  • Licensed Intellectual Property Rights means any Intellectual Property Rights owned by a third party that a Person has a right to use, exploit or practice by virtue of a license grant, immunity from Legal Action or otherwise.

  • Research License means a nontransferable, nonexclusive license to make and to use the Licensed Products or the Licensed Processes as defined by the Licensed Patent Rights for purposes of research and not for purposes of commercial manufacture or distribution or in lieu of purchase.

  • Intercompany License Agreement means any cost sharing agreement, commission or royalty agreement, license or sublicense agreement, distribution agreement, services agreement, intellectual property rights transfer agreement, any related agreements or similar agreements, in each case where all parties to such agreement are one or more of the Company or a Restricted Subsidiary.

  • Software License Agreement means the Motorola Software License Agreement (Exhibit A).

  • Licensed Intellectual Property means all Intellectual Property in which the Company holds any rights or interests granted by other Persons, including Seller or any of its Affiliates.