License Out definition
Examples of License Out in a sentence
NewCo and the Companies use the IPR License In and IPR License Out in line with the respective agreements and are not in material breach of any IPR Licenses In or IPR Licenses Out (and thus these contracts in particular cannot be terminated for cause) and to Seller’s Knowledge no other party thereto is in breach thereof.
The Company, nor to the Knowledge of the Company, any other party thereto, is not in material breach of, or in material default under, any such License In or License Out, and no event has occurred that with notice or lapse of time or both would constitute such a material breach or material default thereunder by the Company, or, to the Knowledge of the Company, any other party thereto.
Neither Seller nor any other party to a License Out is in material breach thereof, and, to Seller’s Knowledge, no circumstances exist that could reasonably be expected by Seller to give rise to a claim of breach of any material provision, or a right of rescission, revocation, termination, revision or amendment, of such License Out.
Each License Out is enforceable pursuant to its terms and in full force and effect.
No member of Parent Group, no Target Company and no Company Subsidiary that is a party to a Material Third Party License In or a Material Third Party License Out nor, to the Knowledge of Parent, any other party to a Material Third Party License In or Material Third Party License Out, is in default or breach in any material respect of any such Material Third Party License In or Material Third Party License Out.
Licensor hereby approves of each of the Licenses Out and the License Out Agreements and each License Out Agreement is deemed to be in compliance with the terms and conditions of this Agreement.
The Surviving Company will not be, as a result of the execution and delivery of this Agreement or of the consummation of the Merger, in violation of any IP License or any Standard License Out Contract.
Additionally, Licensee shall be permitted to license the Licensor Intellectual Property in connection with the Licensed Business pursuant to one or more license agreements, in form and substance similar to the License Out Agreements in effect as of the Effective Date, subject to Section 19.4 of this Agreement.
The Company is not, nor to the Knowledge of the Company is another party thereto, in breach or default under an IP License or any Standard License Out Contract, nor has any event occurred that with notice or lapse of time or both would constitute a breach or default thereunder.
The Company has not received any written or, to the Knowledge of the Company, oral notice from a counterparty regarding any actual or possible material violation or material breach of, material default under or intention to cancel, terminate, breach or materially modify any License In or License Out.