Examples of Global Access Commitments in a sentence
In furtherance of the Charitable Purpose, the Foundation Investment will secure the Global Access Commitments described below.
The Foundation Investment will be conditioned on the Company’s receipt and continuation of all necessary licenses and rights with respect to the Platform Technology needed to perform the Global Access Commitments.
Upon approval of the plan by the Foundation, the plan will become part of the Global Access Commitments and will be binding on the Company and acquirer.
The Company will not grant to a third-party any rights or enter into any arrangements or agreements that would limit or restrict the Foundation’s rights to the Global Access Commitments.
In the event of (i) an Acquisition Transaction, or (ii) the sale, exclusive license, or other transfer of the Platform Technology owned or controlled by the Company or the Funded Developments, the Global Access Commitments will survive and be assumed in full by the purchaser, transferee, licensee, or acquirer and the Company will take all action necessary to ensure such assumption.
For clarity, the Global Access Commitments will continue as to any Funded Developments that are assigned, sold, transferred or exclusively licensed to a third party.
Among other things, the plan will describe the resource commitments and timeline to support the transition and will provide that the personnel responsible for performance of the Global Access Commitments will have a level of knowledge and experience that is appropriate for such performance.
The Company will also work in good faith with the Foundation and the proposed acquirer to develop and agree to (prior to the closing of such Acquisition Transaction) a written plan that is acceptable to the Foundation that provides adequate assurances of the continued performance and timely transition of the Global Access Commitments.
The Foundation will have the right to review the provisions of the written agreement with such third-party that relate to the assumption of the Global Access Commitments to confirm that the Global Access Commitments will survive and be assumed by the third-party and will continue to be directly enforceable by the Foundation.
The Company represents and covenants that the Company has and will continue to have all necessary rights to the Platform Technology (including all rights in any patents, copyrights, trademarks, trade secrets, data, confidential information, know-how, and other intellectual property or proprietary right) needed to perform the Global Access Commitments and grant the licenses hereunder.