Without limiting Seller definition

Without limiting Seller s rights under Section 6 of the Third Amendment and Assignment of License Agreement dated March 31, 1997, "Territory" means the United States of America, Puerto Rico, Canada, Mexico, Argentina, Bolivia, Brazil, Chile, Colombia, Costa Rica, Dominican Republic, Ecuador, El Salvador, Guatemala, Honduras, Jamaica, Nicaragua, Panama, Paraguay, Peru, Trinidad & Tobago, Uruguay and Venezuela. With the written consent of LICENSOR, which consent shall not be unreasonably withheld or delayed, the Territory may be expanded to include the jurisdictions of Aruba, Bermuda, Cuba, French Guiana, Grenada, Guyana, Haiti, Surinam and/or other jurisdictions in the Territory as defined prior to this Fourth Amendment. Except as otherwise indicated in the License Agreement, all licensed use of the Licensed Trademarks in such expanded jurisdictions shall be subject to the same terms and conditions as if such expanded jurisdictions were included in the Territory as defined in the first sentence of this Section 1.4. Except as otherwise provided in the License Agreement, after providing written consent, LICENSOR shall promptly cause the appropriate trademark applications to be filed in any such expanded jurisdictions, and all costs associated with the preparation, filing, prosecution, registration and maintenance of such applications and resulting registrations shall be paid by LICENSOR; provided, however that LICENSEE shall reimburse LICENSOR for a portion of such costs in any such expanded jurisdiction in which Royalties paid by LICENSEE to LICENSOR for sales of the Licensed Products in such expanded jurisdiction either prior to termination of this License Agreement or within the first three full calendar years following such consent, whichever comes first, do not exceed U.S. $12,000 in the same such expanded jurisdiction. The portion to be reimbursed by LICENSEE in each such expanded jurisdiction shall be the difference between U.S. $12,000 and the amount of Royalties paid by LICENSEE to LICENSOR for sales of the Licensed Products in each such expanded jurisdiction either prior to termination of the License Agreement or within the first three full calendar years following consent, whichever comes first.
Sample 1
Without limiting Seller s obligations pursuant to Section 6.1 or the Excluded Liabilities retained by Seller pursuant to Section 2.7, the Buyer will offer employment to all of the employees of the Seller listed on Schedule 4.26(a), on terms and conditions reasonably determined by Buyer, which shall include health benefits commensurate with the benefits currently offered to employees of Kanakaris Wireless, Inc.; provided that to the extent such health bexxxxx xxxicy requires an employee waiting period prior to enrollment, Buyer shall reimburse Seller for all costs and expenses incurred by Seller related to COBRA health benefits provided to Hired Employees during the required waiting period. Such terms shall also include provisions for vacation and holiday time commensurate with the vacation and holiday time to which any Hired Employee had been entitled while employed by Seller.
Sample 1
Without limiting Seller s obligations under Section 6.8, Seller shall use its Best Efforts to obtain all such Assignment Consents as soon as reasonably practicable after the Closing and thereafter assign to Purchaser such Non-Assignable Assets. Following any such assignment, such assets shall be deemed Purchased Assets for purposes of this Agreement. This Section 1.5(a) shall at all times remain subject to Article 9.
Sample 1

Examples of Without limiting Seller in a sentence

  • Without limiting Seller Parties’ obligations under Section 3.1 (Responsibility), Seller Parties shall use commercially reasonable efforts to cooperate with Buyer in supplying information and assistance reasonably requested by Buyer, at Buyer’s expense, in support of Buyer’s fulfillment of its obligations under this Section 9.7 (Regulatory Matters).

  • Without limiting Seller' s obligations under Section 6.1, Seller shall use its best efforts to obtain all such Assignment Consents as soon as reasonably practicable after the Closing Date and thereafter assign to Purchaser such Non-Assignable Assets.


More Definitions of Without limiting Seller

Without limiting Seller s other obligations at Law or pursuant to this Agreement (including those contained in clause (vii) of Section 7.2), Seller acknowledges and agrees that it is obligated to the extent required by applicable law to remediate and resolve the PCE/TCE/Selenium Environmental Condition, and Seller agrees that in furtherance of the performance of such obligations Seller will to the extent required by applicable law, among other things, (i) further investigate, characterize and delineate the scope of the PCE/TCE/Selenium Environmental Condition; (ii) inform the appropriate Governmental Authorities of the existence and extent of the PCE/TCE/Selenium Environmental Condition, and (iii) perform such additional investigation, groundwater monitoring, remediation, clean-up or removal actions in connection with the PCE/TCE/Selenium Environmental Condition as may be required by the applicable Governmental Authorities or applicable Law.
Sample 1
Without limiting Seller s obligations under Section 6.1.1(e), a portion of the Purchase Price equal to the Estimated Damage Amount shall be deposited in an escrow account at Closing and shall be released, from time to time, when the Estimated Damage Amount is actually realized as follows:
Sample 1

Related to Without limiting Seller

  • Drag-Along Sellers shall have the meaning set forth in Section 4.2.1.

  • Tag-Along Seller has the meaning set forth in Section 8.5(b).

  • Third Party Buyer means any Person other than (i) the Company or any of its Subsidiaries, (ii) any employee benefit plan of the Company or any of its Subsidiaries, (iii) the Investors or (iv) any Affiliates of any of the foregoing.

  • Purchaser Affiliate means any affiliate of the Purchaser, including a transferee who is an affiliate of the Purchaser, and any person who controls the Purchaser or any affiliate of the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act; and

  • The Purchaser means the organization purchasing the Goods, as named in SCC.

  • Seller has the meaning set forth in the Preamble.

  • Secondary Seller means the Seller whose Bid City selected as a back-up supplier in the event the Primary Seller is unable to provide all the Goods and/or Services required.

  • Purchaser Parent has the meaning set forth in the preamble to this Agreement.

  • Primary Seller means the Seller whose Bid City selected as the principal supplier of the Goods and/or Services required under this Agreement.

  • Third Party Purchaser means any Person who, immediately prior to the contemplated transaction, (a) does not directly or indirectly own or have the right to acquire any outstanding Common Stock or (b) is not a Permitted Transferee of any Person who directly or indirectly owns or has the right to acquire any Common Stock.

  • Other Shareholders means persons who, by virtue of agreements with the Company other than this Agreement, are entitled to include their securities in certain registrations hereunder.

  • Controlling Shareholder means any shareholder owning more than fifty

  • Controlling Shareholders means controlling shareholders of the Company, as such term is defined in the Ordinance.

  • Selling Shareholder has the meaning set forth in Section 3.04(a).

  • Purchaser Fundamental Representations means the representations and warranties of Purchaser set forth in Section 5.1 (Authority; Enforceability), Section 5.3 (Organization) and Section 5.7 (Brokers).

  • Seller Entities means, collectively, Seller and all Seller Subsidiaries.

  • Buyer Parties means Buyer, Owner, the Lenders and each of their Affiliates and all of their respective directors, officers, agents, advisors, engineers, contractors, consultants, representatives, assigns, employees and any other Person acting on behalf of any of them or in representation, interest, benefit thereto.

  • Seller Parent has the meaning set forth in the Preamble.

  • Person acting as a parent means a person, other than a parent, who:

  • Purchaser/ User means ultimate recipient of goods and services

  • Selling Stockholder means any Stockholder owning Registrable Shares included in a Registration Statement.

  • Purchaser means the organization purchasing the goods.

  • Model 4 seller means a seller that is registered under the agreement and is not a model 1 seller, model 2 seller, or model 3 seller.

  • Prospective Buyer means any person or entity negotiating or offering to become an owner or lessee of residential real property by means of a transfer for value to which this Act applies.

  • Right of Co-Sale means the right, but not an obligation, of an Investor to participate in a Proposed Key Holder Transfer on the terms and conditions specified in the Proposed Transfer Notice.

  • Buyer has the meaning set forth in the preamble.