Licensee Instruction Letter definition

Licensee Instruction Letter is defined in Section 3.3.
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Licensee Instruction Letter means that certain direction letter to Licensee in the form attached as Exhibit L to the Disclosure Letter.
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Licensee Instruction Letter is defined in Section 6.2(b).
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Examples of Licensee Instruction Letter in a sentence

  • The License Agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms except for such terms modified as expressly set forth in the Licensee Instruction Letter, immediately following the consummation of the transactions contemplated by this Agreement.

  • The parties hereto shall cooperate to effect the foregoing treatment for United States federal, state, local and non-U.S. Tax purposes in the event that, notwithstanding the Licensee Instruction Letter, Licensee, any Sublicensee (as defined in the License Agreement) or any other Person makes any future remittance of Purchased Royalty payments to the Seller which the Seller must remit to the Buyer pursuant to Section 6.2(a).

  • The Parties shall cooperate to effect the foregoing treatment for United States federal, state, local and non-U.S. Tax purposes in the event that, notwithstanding the Licensee Instruction Letter, a Licensee, any sublicensee or any other Person makes any future remittance of Royalty payments to the Company which the Company must remit to Buyer pursuant to Section 4.03 of this Agreement.

  • If Seller shall, notwithstanding the provisions of the License Agreement, the Escrow Agreement and the Licensee Instruction Letter, receive from the Licensee, the Escrow Agent or any other Person any Purchased Receivables, Seller shall promptly [***] following the date on which a Responsible Employee of Seller becomes aware of the receipt by Seller of such Purchased Receivables, remit to Purchaser such Purchased Receivables.

  • The License Agreement and the Intercompany Sale Documents will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms except, with respect to the License Agreement, for such terms modified as expressly set forth in the Licensee Consent and the Licensee Instruction Letter, immediately following the consummation of the transactions contemplated by this Agreement.

  • After Seller’s delivery of the Licensee Instruction Letter to the Licensee and prior to the Termination Date of this Agreement, Seller shall not, without Purchaser’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned), deliver any further directions to the Licensee regarding payment of the Purchased Receivables of the type referred to in paragraph no.

  • The Seller shall not deliver, except for the Licensee Instruction Letter, any further directions to Licensee regarding the payment of the Royalty without the prior written consent of the Buyer, and shall deliver such further direction to Licensee regarding the payment of the Royalty as the Buyer may reasonably request.

  • Subject to the foregoing, promptly, and in any event within five (5) Business Days, following receipt by Borrower and/or Parent of any final amendment, modification, waiver, supplement or restatement of the License Agreement, the Licensee Consent or the Licensee Instruction Letter, Borrower shall furnish a copy of the same to Lender.

  • Promptly after the Closing, the Seller shall use commercially reasonable efforts to obtain Licensee’s duly executed acknowledgement of the Licensee Instruction Letter as promptly as practicable.

  • Ultragenyx and Seller shall not revoke, amend or otherwise change the Licensee Instruction Letter in any respect prior to the Royalty Termination Date without the prior written consent of Buyer.


More Definitions of Licensee Instruction Letter

Licensee Instruction Letter means that certain direction letter to Licensee in the form attached as Exhibit O to the Disclosure Letter. ​
Sample 1
Licensee Instruction Letter is defined in Section 3.2. “Licensee Product Patents” means any and all Patents, other than the applicable Product Patents, owned or in-licensed by Licensee or its Affiliates that claim or cover the Licensed Product. “Lien” means any mortgage, lien, pledge, charge, adverse claim, security interest, encumbrance or restriction of any kind, including any restriction on use, transfer or exercise of any other attribute of ownership of any kind. “Loss” means any and all Judgments, damages, losses, claims, costs, liabilities and expenses, including reasonable fees and out-of-pocket expenses of counsel.
Sample 1

Related to Licensee Instruction Letter

  • RBC instructions means the RBC report, including risk-based capital instructions adopted by the NAIC, as the RBC instructions may be amended by the NAIC from time to time in accordance with the procedures adopted by the NAIC.

  • Instruction Letter means written instructions in a form acceptable to NCPS and executed by Issuer Party with Issuer Party directing NCPS to promptly disburse the Escrow Funds to Issuer pursuant to Section 4(a).

  • Service Instructions means such instructions given to the Bank via any Telephone Banking Service;

  • Wire Instructions To: _____________________________________

  • Transfer Instruction is a specific information provided for a transfer to be made that you provide to the Account to Account Transfer Service for a transfer of funds.

  • Transfer Agent Instruction Letter means the letter from the Company to the Transfer Agent which instructs the Transfer Agent to issue Underlying Shares pursuant to the Transaction Documents, in the form of Exhibit B attached hereto.

  • Transfer Instructions are the information that you provide when using the Service. “Us,” “We,” and “Our” means Credit Union.

  • Disbursement Instruction Agreement means an agreement substantially in the form of Exhibit M to be executed and delivered by the Borrower pursuant to pursuant to Section 6.1(a)(xi), as the same may be amended, restated or modified from time to time with the prior written approval of the Administrative Agent.

  • Special Instruction Form means a standardized form prescribed by the Management Company to be duly filled by the investor to change his/her particulars and will be stated in this Offering Document.

  • Dispatch Instruction has the meaning set forth in the CAISO Tariff.

  • Delivery Instructions means the instructions set out in the Contract for the provision of the Goods and Services, including any other information the Authority considers appropriate to the provision of the Goods and Services.

  • Direct instruction means any instruction given by the person required to provide the notification or any person controlled by that person within the meaning of Article L. 233-3 of the Commercial Code, stipulating how the management company or the investment service provider should exercise the voting rights under given circumstances;

  • Payment Instruction is as defined in Section 36 of the General Terms, and is further defined as the information provided by you to the Service for a bill payment to be made to the Xxxxxx (such as, but not limited to, Xxxxxx name, Xxxxxx account number, and Scheduled Payment Date).

  • Payment Instructions has the meaning set forth in Section 5.2(a) of the Loan Agreement.

  • Authorized Instructions shall have the meaning set forth in Section 1.5.

  • Administrative Instructions means the Administrative Instructions under the Treaty;

  • Special Instructions as used herein, shall mean Instructions countersigned or confirmed in writing by the Treasurer or any Assistant Treasurer of a Fund or any other person designated by the Treasurer of such Fund in writing, which countersignature or confirmation shall be included on the same instrument containing the Instructions or on a separate instrument relating thereto.

  • Indirect instruction means any general or specific instruction given in any form by the person required to provide the notification or any person controlled by that person within the meaning of Article L. 233-3 of the Commercial Code that limits the discretion of the management company or the investment service provider in the exercise of the voting rights in order to serve the commercial interests of the person required to provide the notification or the controlled person.

  • Confirmation Letter means a letter issued by any applicable Rating Agency to the effect that neither (a) the resignation of Provident as Servicer under the Servicing Agreement and appointment of Litton as successor Servicer thereunder, nor (b) the amendments exxxxxxated by this Agreement, will adversely affect the then current ratings on the Certificates then being rated.

  • Proper Instruction means a writing signed or initialed by one or more person or persons as the Board shall have from time to time authorized. Each such writing shall set forth the specific transaction or type of transaction involved. Oral instructions will be deemed to be Proper Instructions if (a) FAS reasonably believes them to have been given by a person previously authorized in Proper Instructions to give such instructions with respect to the transaction involved, and (b) the Investment Company, or the Fund, and FAS promptly cause such oral instructions to be confirmed in writing. Proper Instructions may include communications effected directly between electro-mechanical or electronic devices provided that the Investment Company, or the Fund, and FAS are satisfied that such procedures afford adequate safeguards for the Fund's assets. Proper Instructions may only be amended in writing.

  • Remote instruction means instruction provided by an appropriately certified teacher who is not in the same in-person physical location as the student(s) receiving the instruction, where there is regular and substantive daily interaction between the student and teacher.

  • Designation Letter means, with respect to any Designated Subsidiary, a letter in the form of Exhibit E hereto signed by such Designated Subsidiary and the Company.

  • Authorization Letter means a letter agreement executed by Borrower in the form of EXHIBIT A.

  • Voice Initiated Funds Transfer Instruction means any Voice Initiated Redemption or Voice Initiated Election.For the purposes of these definitions, the singular includes the plural and the plural includes the singular, unless otherwise indicated. General Exclusions - Applicable to All Insuring Clauses2. This bond does not directly or indirectly cover:a. loss not reported to the COMPANY in writing within sixty (60) days after termination of this Bond as an entirety;b. loss due to riot or civil commotion outside the United States of America and Canada, or any loss due to military, naval or usurped power, war or insurrection. This Section 2.b., however, shall not apply to loss which occurs in transit in the circumstances recited in INSURING CLAUSE 3., provided that when such transit was initiated there was no knowledge on the part of any person acting for the ASSURED of such riot, civil commotion, military, naval or usurped power, war or insurrection;c. loss resulting from the effects of nuclear fission or fusion or radioactivity;d. loss of potential income including, but not limited to, interest and dividends not realized by the ASSURED or by any customer of the ASSURED;e. damages of any type for which the ASSURED is legally liable, except compensatory damages, but not multiples thereof, arising from a loss covered under this Bond;f. costs, fees and expenses incurred by the ASSURED in establishing the existence of or amount of loss under this Bond, except to the extent covered under INSURING CLAUSE 11.;g. loss resulting from indirect or consequential loss of any nature; General Exclusions - Applicable to All Insuring Clauses(continued)h. loss resulting from dishonest acts by any member of the Board of Directors or Board of Trustees of the ASSURED who is not an Employee, acting alone or in collusion with others;

  • Escrow Instructions has the meaning ascribed to such term in Section 4.3.

  • Alternative modes of instruction means modes of pupil instruction, other than in-person instruction, that may include, without limitation, partnerships with other districts or intermediate districts or community colleges or institutions of higher education, use of vendors, use of online learning, telephone communications, email, virtual instruction, videos, slideshows, project-based learning, use of instructional packets, or a hybrid of multiple modes of learning that still promote recommended practices for social distancing to mitigate the spread of COVID-CD.