Examples of Xxxxxxxxx Entity in a sentence
Seller acknowledges that the Purchasers are entering into the transactions contemplated by this Agreement in reliance upon Seller’s identity as a legal entity that is separate from each Xxxxxxxxx Entity and their respective Affiliates.
Therefore, from and after the Closing Date, Seller will take all reasonable steps, including, without limitation, all steps that Agent, any Purchaser Agent or any Purchaser may from time to time reasonably request, to maintain Seller’s identity as a separate legal entity and to make it manifest to third parties that Seller is an entity with assets and liabilities distinct from those of each Xxxxxxxxx Entity and any Affiliates thereof and not just a division of any Xxxxxxxxx Entity.
Therefore, from and after May 10, 2002, Seller will take all reasonable steps, including, without limitation, all steps that Agent, any Purchaser Agent or any Purchaser may from time to time reasonably request, to maintain Seller’s identity as a separate legal entity and to make it manifest to third parties that Seller is an entity with assets and liabilities distinct from those of each Xxxxxxxxx Entity and any Affiliates thereof and not just a division of any Xxxxxxxxx Entity.
Therefore, from and after April 27, 2007, Seller will take all reasonable steps, including, without limitation, all steps that Agent or any Purchaser may from time to time reasonably request, to maintain Seller’s identity as a separate legal entity and to make it manifest to third parties that Seller is an entity with assets and liabilities distinct from those of each Xxxxxxxxx Entity and any Affiliates thereof and not just a division of any Xxxxxxxxx Entity.
Seller acknowledges that the Purchasers are entering into the transactions contemplated by this Agreement in reliance upon Xxxxxx’s identity as a legal entity that is separate from each Xxxxxxxxx Entity and their respective Affiliates.
Except as expressly set forth in this Paragraph 2(f), Xxxxxxxxx Entity and Holding Company shall have no right to sublicense any of the rights or licenses granted under this License Agreement, and any attempt by Xxxxxxxxx Entity or Holding Company to grant a Sublicense other than as expressly permitted by this Paragraph 2(f) shall be void and shall convey no rights to the purported Sublicensee with respect to the Licensed Marks.
Xxxxxxxxx Entity agrees that it will cooperate fully with, and will cause all applicable Sublicensees to cooperate fully with, DWA and its counsel in DWA’s defense of any Trademark Claim.
If Xxxxxxxxx Entity or Holding Company has a bona fide intent to use or grant a Sublicense to use the Licensed Marks in a particular jurisdiction where applicable law requires recordal of trademark license agreements and DWA has not previously recorded this License Agreement in such jurisdiction, then Xxxxxxxxx Entity may request that DWA record the License Agreement in such jurisdiction, and DWA will not unreasonably refuse such request.
The execution, delivery and performance by each Xxxxxxxxx Entity of this Agreement and the Implementing Agreements to which it is a party and the consummation by such Xxxxxxxxx Entity of the Transactions have been duly authorized by all necessary action on the part of such Xxxxxxxxx Entity.
Without limitation of Paragraph 2(f), Xxxxxxxxx Entity agrees that it will include (and will cause Holding Company to include) in any Sublicense a requirement that all Sublicensees will comply with such guidelines and use such notices as may be reasonably required by DWA.