Without limiting Seller definition
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:
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.
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.
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.
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 be▇▇▇▇▇ ▇▇▇icy 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.