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ROFR-ROFO-ROFN | Excite will negotiate exclusively with Sponsor for the next [****] in good faith effort to negotiate and execute a written sponsorship renewal agreement. |
ROFR-ROFO-ROFN | The Product Offer shall be in writing, shall be in sufficient detail describing such New Product, and shall be made within sixty (60) days of the date of commercialization of such New Product for uses other than Lawn and Garden Use. In no event shall Monsanto, directly or indirectly, commercialize any New Product for Lawn and Garden Use in the Included Markets without first offering such New Product to the Agent pursuant to the terms of this Section 6.10. |
ROFR-ROFO-ROFN | (iii) *** on the 200 level with access to the “Loft” club; |
ROFR-ROFO-ROFN | (b) an option to acquire 22,378 Shares (representing approximately 0.125% of the Company’s issued share capital as at the Effective Date) granted as soon as practicable following the completion of a transaction approved by the Board on terms which include an upfront payment of USD24,000,000 and per product downstream milestone payments of USD240,000,000; or |
ROFR-ROFO-ROFN | If, after the Effective Date, FSL or AFSL shall have materially breached any of its representations or warranties contained in this Agreement or shall have failed to comply in any material respect with any of the other covenants or agreements contained in this Agreement, which breach or failure shall not have been remedied within thirty (30) days after the Default Notice has been given by TPH-A to FSL/AFSL, then TPH-A shall have the option of purchasing from AFSL, and AFSL shall be obligated to sell, all of the Shares then owned by AFSL at a purchase price per Share equal to the lesser of: (i) the Net Book Value as of the most recent month end (provided that, if the Net Book Value is a negative amount, the product of the Net Book Value multiplied by such Sale Shares shall be deemed to be one Japanese Yen (¥1)), or (ii) the Shares Purchase Price, divided by the number of Sale Shares. TPH-A shall provide the Election Notice to purchase the Shares owned by AFSL within ten (10) Business Days following the expiration of the thirty (30) day cure period set forth in the Default Notice. The closing of the purchase of the Shares owned by AFSL shall take place within thirty (30) Business Days following the date of the Election Notice, or at such other time as the Parties may mutually agree. At such closing, TPH-A shall deliver to AFSL, by wire transfer, the full amount of the purchase price in Japanese Yen for such Shares as provided in this Section 7.5.2 against delivery by AFSL of the following: (a) a sale agreement in form reasonably satisfactory to TPH-A containing among other things, a representation and warranty of AFSL that it is, and TPH-A shall be, the beneficial owner of such Shares, with good title thereto, free and clear of all liens and other encumbrances; (b) documentary evidence reasonably satisfactory to TPH-A of the transfer to it of all of AFSL’s Shares and (c) resignations of all Directors, if any, on the Board appointed by AFSL. Notwithstanding the remedies provided in this Section 7.5.2, TPH/TPH-A shall be entitled to all other remedies against FSL/AFSL available at law or equity or under this Agreement. |
ROFR-ROFO-ROFN | The foregoing right of first refusal shall cease in the event of a Change of Control of either RemainCo or SpinCo, provided, however, that the Parties will discuss the feasibility of future collaboration, specifically related to the contribution of nuclear related subject matter by RemainCo, in good faith in the event of a Change of Control. |
ROFR-ROFO-ROFN | During the Term (including any renewal Term, if any), in the event that MusclePharm shall determine to develop and introduce a new Product into the market, MusclePharm shall provide the AS Parties with a sample of the name, design, marketing plan and an actual sample of such new Product (the “Sample”) and the AS Parties shall have a right of first refusal (exercisable by written notice to MusclePharm within 15 days after receipt of the Sample) to include such new Product in the AS Product Line, it being understood that there shall initially be no less than four (4) Products at the start of the Term and thereafter no more than 8 (eight) Products in the AS Product Line without the mutual written agreement of the parties hereto. |
ROFR-ROFO-ROFN | Licensee shall have the right to consummate the transaction with the third party. |
ROFR-ROFO-ROFN | Cargill shall have the first option to prepare, file, prosecute, and maintain patent applications and issued/granted patents on Bioamber Improvements and Joint Improvements, which option may be waived in whole or in part. |
ROFR-ROFO-ROFN | If Sanofi provides a Notice of Interest to RevMed within [***], then (i) RevMed shall, upon request of Sanofi, provide Sanofi with reasonable access to all other then-existing Know-How in RevMed’s Control that exists in either paper or electronic form and pertains to the relevant SHP1-SHP2 Dual Inhibitor and (ii) the Parties shall negotiate exclusively in good faith and on a commercially reasonable basis the terms of a definitive agreement under which Sanofi would be granted SHP1-SHP2 Dual Inhibitor License Rights for [***] after RevMed receives such Notice of Interest (such period, the “SHP1-SHP2 Dual Inhibitor Licensing Negotiation Period”). |
ROFR-ROFO-ROFN | The Farids Group shall not deliver more than one ROFR Sale Notice or ROFO Sale Notice in any thirty (30) day period. |
ROFR-ROFO-ROFN | We will then have the prior right and option, to be exercised by notice given at any time before the effective date of such proposed assignment and assumption, to accept an assignment of the Agreement to us upon the same terms and conditions, and for the same consideration, if any, as in the bona fide offer made by the proposed assignee, less any brokerage commissions that may be payable by you out of the consideration to be paid by such assignee for the assignment of the Agreement. |
ROFR-ROFO-ROFN | If RevMed wishes to exercise its one-time Co-Promotion Option, it shall so notify Sanofi in writing at least [***] prior to the anticipated launch of such Product in the Co-Promotion Territory. |
ROFR-ROFO-ROFN | We will not exercise a right of first refusal with respect to a proposed Transfer of less than a controlling interest to a member of a Principal Owner’s immediate family or to your key employees. |
ROFR-ROFO-ROFN | Sanofi shall have the first right, but not the obligation, through counsel of its choosing, to negotiate and obtain a license with respect to such Third Party intellectual property right and shall provide RevMed with a copy of such license if it obtains such a license (to the extent permitted by the terms of such license, provided that Sanofi shall use Commercially Reasonable Efforts to obtain such permission to provide such copy). |
ROFR-ROFO-ROFN | If, at any time or from time to time during the term hereof, Licensor or any stockholder in Licensor shall have received a bona fide offer from any person or entity to sell, transfer or otherwise convey all or any stock in, or assets of, Licensor which Licensor or such stockholder, as the case may be (the "Offeree"), desires to accept, the Offeree shall first give written notice (the "Offering Notice") to Licensee of the financial and other terms and conditions (the "Terms and Conditions") of such offer. |
ROFR-ROFO-ROFN | If BII provides XENCOR written notice of its exercise of the first right to negotiate within [...***...] after receipt of such written notice from XENCOR, then for a period of [...***...] following such written notice, or such longer period as agreed in writing by BII and XENCOR (or its Business Partner) (the “Commercial Negotiation Period”), XENCOR (or its Business Partner) and BII will negotiate in good faith an agreement for the manufacture and supply of commercial Product as Principal Supplier, at market rate terms and conditions common for the contract manufacture of monoclonal antibodies within the contract manufacturing industry to be mutually agreed in writing by the Parties. |
ROFR-ROFO-ROFN | If, having used good faith diligent efforts, Affiliate and Network have failed to enter into such an agreement within such ninety (90)-day period, then neither party shall have an obligation to continue such negotiations or enter into an agreement with respect to the New Channels. |
ROFR-ROFO-ROFN | Any changes in the terms of the Bona Fide Offer as well as any subsequent Bona Fide Offer received by Affiliate shall require full compliance by Affiliate with the procedures in this Section. |
ROFR-ROFO-ROFN | If the Company does not timely deliver a ROFO Purchase Notice it shall be deemed to have waived all of its rights with respect to the offer contained in the ROFO Sale Notice. |
ROFR-ROFO-ROFN | In addition, in the event that iVillage desires to form a sponsorship relationship with an automobile rental company during the term of this Agreement, iVillage shall notify Hertz and provide Hertz with an opportunity to enter into such a relationship with iVillage, on not less favorable terms than those offered to any other automobile rental company. |
ROFR-ROFO-ROFN | In the event of the death or incapacity of an individual franchisee, or any partner or shareholder of you which is a partnership or corporation, where the aforesaid provisions of Paragraph XVIII have not been fulfilled within the time provided, all rights licensed to you under this Agreement shall, at our option, terminate forthwith and we will have the option to purchase the assets of the Franchised Restaurant in accordance with Paragraph XVII.K. herein. |
ROFR-ROFO-ROFN | The purchase price shall be paid in cash at the closing of the purchase, which shall take place no later than ninety (90) days after receipt by Franchisee of Pretzel Time's notice of exercise of this option to purchase the Unit, at which time Franchisee shall deliver instruments transferring to Pretzel Time or its assignee good and merchantable title to the assets purchased, free and clear of all liens and encumbrances with all sales and other transfer taxes paid by Franchisee, and all licenses or permits of the Unit which may be assigned or transferred. |
ROFR-ROFO-ROFN | The right of first refusal granted hereunder may not be assigned or transferred, except that such right is assignable by SMBC to any of its respective Wholly-Owned Subsidiaries. |
ROFR-ROFO-ROFN | Should Licensee agree to be the vendor for an Additional Title, Licensor and Licensee will negotiate in good faith to mutually agree upon the pricing and terms for each Additional Title in an amendment to this Agreement. |
ROFR-ROFO-ROFN | If BKC does not exercise its option under Subparagraph 15.4.1, Franchisee may conclude the sale to the purchaser who made the offer provided BKC's consent to the assignment or sale be first obtained as provided below. |
ROFR-ROFO-ROFN | (i) TPH-A shall, or shall cause its designees to, and TPH shall cause TPH-A or TPH-A’s designees to, pay to AFSL the Call Option Price for the Call Shares by way of a bank transfer to the bank account as separately designated by AFSL; and |
ROFR-ROFO-ROFN | If the Receiving Party declines its right of first offer with respect to any Development Opportunity, or fails to notify the Offering Party of its decision within the ten (10) business-day period described above, or if Hyatt’s affiliate or Playa’s affiliate (as applicable) fails to acquire the Development Property within the sixty (60)-day period described above, then the right of first offer with respect to that Development Opportunity shall expire, and the Offering Party thereafter may acquire, develop and/or operate (and/or grant any other person or entity the right to acquire, develop and/or operate) an all-inclusive resort or other business on the Development Property without any restriction under this Agreement, subject to any restrictions under any Existing Franchise Agreement or other agreement between Hyatt (or its affiliate) and Playa (or its affiliate). |
ROFR-ROFO-ROFN | The ROFO Sale Notice shall include: (i) (A) the number of Shares proposed to be sold (the “ROFO Shares”), (B) the per share purchase price in cash at which the Farids Group is prepared to Transfer such ROFO Shares (the “ROFO Sale Price”) and (C) the date the Farids Group proposes to begin to effect such 144 Sale; and (ii) (ii) an offer to sell to the Company and/or a designee of the Company all or a portion of the ROFO Shares at the ROFO Sale Price. |
ROFR-ROFO-ROFN | If Licensee shall fail to give notice of the exercise of its right of first <omitted> refusal under this Section within such ninety (90) day period, or if Licensee shall notify the Offeree within such ninety (90) day period that Licensee has waived such right, then the Offeree shall have the right to sell, transfer or convey all or the applicable portion of the stock in, or assets of, Licensor (as specified in the Offering Notice) pursuant to the terms of the specific offer described in the applicable Offering Notice, but not otherwise. |
ROFR-ROFO-ROFN | In the event the Licensor declines or fails to exercise in full the Right of First Refusal before the expiration of the Exercise Period, the |
ROFR-ROFO-ROFN | of the data then in RevMed’s Control regarding the relevant SHP1-SHP2 Dual Inhibitor. Sanofi shall notify RevMed in writing (a “Notice of Interest”), within [***] after Sanofi’s receipt of such notice, if Sanofi desires to enter into negotiations with RevMed of the terms under which Sanofi would obtain SHP1-SHP2 Dual Inhibitor License Rights. |
ROFR-ROFO-ROFN | In the event that BII elects not to exercise its first right of negotiation described in Section 5.2.2.a or 5.2.2.b, or, despite their commercially reasonably efforts and good faith negotiations the Parties (or BII and the Business Partner) are unable to agree upon a manufacturing agreement within the Clinical Negotiation Period or, Commercial Negotiation Period, as applicable; and/or XENCOR (and/or XENCOR’s Business Partner) wishes to use the Process outside the terms and conditions set forth in a contract manufacturing agreement with BII, BII shall transfer the Process in accordance with Section 5.2.3 below. |
ROFR-ROFO-ROFN | XENCOR shall provide BII written notice (i) of the decision to have the Product manufactured at a commercial scale and to launch the Product commercially or (ii) that XENCOR has entered into an agreement with at least one Business Partner, whichever of (i) and (ii) occurs earlier. |
ROFR-ROFO-ROFN | If COMPANY proposes to sell any equity securities or securities that are convertible into equity securities of COMPANY (collectively, “Equity Securities”) in any new round of financing, then COMPANY shall offer JHU and/or its Assignee (as defined below) an opportunity to purchase either: (i) up to that portion of the Equity Securities that equals JHU’s then current, fully-diluted percentage ownership interest in COMPANY, or (ii) if the percentage offered for sale by COMPANY is less, then up to five percent (5%) of the Equity Securities offered for sale. |
ROFR-ROFO-ROFN | SMBC shall have ten (10) days from the date of delivery of any such notice to agree to purchase all, but not less than all, of such Additional Units, for the price and upon the terms specified in the notice, by delivering written notice to Moelis Holdings. |
ROFR-ROFO-ROFN |
limiting any other <omitted>
conditions that may be included in any such purchase and sale agreement, Licensee shall have no obligation to consummate the acquisition of the assets of, or stock in, Licensor pursuant to its exercise of the Option if Licensee's board of directors should determine, in its sole discretion, that such acquisition would not be accretive to the value of Licensee. |
ROFR-ROFO-ROFN | if this Agreement is terminated for any reason, Developer shall have the option, but not the obligation to <omitted> assume at no cost to Developer, any or all of Distributor's third party agreements (including End-User Agreements) relating to the Products and to receive any and all fees therefrom. |
ROFR-ROFO-ROFN | The purchase price for the Put Shares (the “Put Option Price”) shall be the greater of (x) the amount in Japanese Yen equal to the Net Book Value as of the most recently completed month end prior to the Put Closing Date, minus the Net Book Value as of the most recently completed month end prior to the Effective Date, multiplied by the number of Put Shares, or (y) one Japanese Yen (¥1). |
ROFR-ROFO-ROFN | If Hydraspin desires to enter a new territory in the United States, Hydraspin will offer Distributor the first opportunity to become the exclusive distributor for the new territory. |
ROFR-ROFO-ROFN | If, during the Term, Licensor develops or obtains the rights to license any live action or animated feature-length motion picture (each an “Additional Title”), Licensor shall give Licensee the first right of negotiation for each Additional Title (i.e., the preferred vendor). |
ROFR-ROFO-ROFN | During the period beginning on the Effective Date and ending on December 31, 2018 (the “Development Term”), each Party (the “Offering Party”) agrees to provide to the other Party (the “Receiving Party”) a right of first offer with respect to any proposed offer or arrangement, which the Offering Party (or its affiliate) desires to accept, under which the Offering Party or one of its affiliates would acquire the ownership of real property in the Market Area (the “Development Property”) on which a Hyatt All-Inclusive Resort would operate (a “Development Opportunity”). |
ROFR-ROFO-ROFN | If the Offering Party is required to offer the Receiving Party a Development Opportunity pursuant to this Section 1, the Offering Party must deliver written notice to the Receiving Party, together with reasonable due diligence information in the Offering Party’s possession to enable the Receiving Party to evaluate the Development Opportunity (collectively, the “Offer Notice”). |
ROFR-ROFO-ROFN | Sponsor will have [****] after receipt of such written notice to provide notice to Excite that it is prepared to enter into an agreement with Excite on the same terms and conditions as Excite proposes to accept from such third party. |
ROFR-ROFO-ROFN | If you or your owners propose to sell the Franchised Restaurant (or its assets) or a controlling interest in the ownership of you as defined in Paragraph XVIII, you or your owners will obtain and deliver a bona fide, executed written offer to purchase same to us, which shall, for a period of thirty (30) days from the date of delivery of such offer to us, have the right, exercisable by written notice to you or your owners, to purchase the Franchised Restaurant, (its assets) or an ownership interest in you for the price and on the terms and conditions contained in such offer, provided that we may substitute cash for any form of payment proposed in such offer. |
ROFR-ROFO-ROFN | During the Term prior to the Option exercise by Sanofi, RevMed shall provide to Sanofi any additional information Controlled by RevMed that is reasonably requested by Sanofi in order to assist Sanofi in determining whether to exercise its Option. If Sanofi so exercises its Option pursuant to this Section 3.1(b)(ii), [***]. U |
ROFR-ROFO-ROFN | If the Receiving Party and exercises its right of first offer hereunder, and: |
ROFR-ROFO-ROFN | eDiets shall have fifteen (15) days from the giving of such notice to agree to participate in the applicable Diet Promo upon the terms and conditions specified in the notice by giving written notice of its agreement to Women.com. |
ROFR-ROFO-ROFN | Upon termination, ENVISION shall have eighteen (18) months to exhaust any inventories, packaging and advertising materials bearing the "SierraSil" trademark and SIERRA shall have first option to buy back any inventory at ENVISION's net purchase price. |
ROFR-ROFO-ROFN | If DIALOG provides such a notice, for a period of [***] following ENERGOUS’ receipt of such notice, ENERGOUS and DIALOG will negotiate in good faith the terms pursuant to which such New Product will be added as a Product to this Agreement. |
ROFR-ROFO-ROFN | In case OntoChem finds a novel and unexpected antiviral use of those Rejected Hit Compounds during this 2-years period, it will notify Anixa about these findings and Anixa has the right of first negotiation during a period of 6 months after this notification. |
ROFR-ROFO-ROFN | Richard Smith, MD will be given first consideration as a principal investigator for all new Product or Product- related clinical studies, in addition to other sites provided final site selection will be based on the best interest of the Project. |
ROFR-ROFO-ROFN | If Monsanto (A) receives an unsolicited proposal with respect to a potential Roundup Sale and responds in any manner, other than rejecting such proposal, (B) solicits or makes a formal determination to solicit or make any proposal with respect to a potential Roundup Sale or (C) enters into an agreement relating to the provision of information with respect to a potential Roundup Sale (each a “Roundup Sale Notice Trigger”), the Agent shall have the rights as set forth in this Section 10.6 with respect to any such Roundup Sale and Monsanto shall promptly provide written notice to the Agent of such Roundup Sale as set forth <omitted> in Section 10.6(a)(ii) (a “Roundup Sale Notice”). |
ROFR-ROFO-ROFN | Calm shall have thirty (30) business days (the “ROFR Period”) from receipt of a ROFR Notice to exercise its ROFR with respect to the region and/or Stores described in the ROFR Notice. |
ROFR-ROFO-ROFN | If the supply price for Product proposed by a third party (which may include a Business Partner or its affiliate) is more than [...***...] percent ([...***...]%) of the clinical supply price of Product last proposed by BII during the negotiations between the Parties (or BII and the Business Partner) , XENCOR (or its Business Partner) shall provide written notice to BII that XENCOR (and its Business Partner) will accept the clinical supply price last proposed by BII, and BII and XENCOR (or its Business Partner) will enter into a contract manufacturing agreement reflecting such clinical supply price; provided that, if BII does not agree to enter into such contract <omitted> manufacturing agreement within [...***...] after such written notice, XENCOR (or its Business Partner) shall be free to enter into an agreement with a third party (or an agreement for the Business Partner or its affiliate to manufacture and supply Product). |
ROFR-ROFO-ROFN | Upon the Effective Date, Harpoon hereby grants to AbbVie the exclusive right, but not the obligation, to obtain the licenses set forth in Section 5.1.3 (the “License Option”). |
ROFR-ROFO-ROFN | Monsanto may consummate a Roundup Sale with any third party only if such Roundup Sale is made pursuant to the acceptance by Monsanto of a Roundup Superior Offer. |
ROFR-ROFO-ROFN | Commencing not later than [****] prior to the expiration of the term of the Agreement, Excite will negotiate with Sponsor in good faith with respect to the terms and conditions under which this Agreement would be renewed. |
ROFR-ROFO-ROFN | TPH or TPH-A may not exercise the Call Option for less than one hundred percent (100%) of the Shares held by both FSL and AFSL or any Affiliate of FSL or AFSL, as the case may be. |
ROFR-ROFO-ROFN | Promptly upon receipt of notice from Pfizer, Exact and Pfizer shall engage in exclusive good faith negotiations to enter into a definitive written agreement for the OB/Gyn Commercial Rights. |
Source Code Escrow | If no new version has been deposited in any 6 month period, HealthGate will deposit a replacement copy of the then current version of the source code of the Proprietary Software under the Escrow Agreement and will notify the Publishers in writing. |
Source Code Escrow | M&I has entered into a Master Preferred Escrow Agreement ("Escrow Agreement") with Data Securities International, Inc. ("DSI"), Account no. 1309046-0001, pursuant to which M&I has deposited with DSI the source code for the IBS Licensed Software (the "IBS Software"). |
Source Code Escrow | (A) The Licensee has been granted a licence to use a software package comprising computer programs. |
Source Code Escrow | HealthGate and the Publishers shall enter and maintain in force the Escrow Agreement for such period as the Publishers require. |
Source Code Escrow | Corio shall notify Changepoint in writing if it believes that one of the following events (the "RELEASE CONDITIONS") has occurred and that it intends to seek release of the Source Code from the escrow account: (i) Changepoint's dissolution or ceasing to do business in the normal course, except as a result or a merger, amalgamation or sale of all or a substantial part of the assets of Changepoint, or (ii) Changepoint's repeated and material breach of Changepoint's Software Support and Maintenance obligations defined under Section 5 of this Agreement and EXHIBIT C pertaining to the correction of programming |
Source Code Escrow | 2.1.5 deliver with each deposit of the Material the information detailed in Schedule |
Source Code Escrow | The Escrow Agreement provides that the Escrow Agent shall, under certain circumstances, release the Source Code and related DOCUMENTATION to TELKOM. |
Source Code Escrow | 6.1.5.4 no such warranty, representation, undertaking or attempt has been given or made and the Licensee demonstrates that the Package is not so capable. |
Source Code Escrow | 2 Name and functionality of each module/application of the Material. |
Source Code Escrow | Corio shall notify Commerce One in writing if it believes that one of the following events (the "RELEASE CONDITIONS") has occurred and that it intends to seek release of the Source Code from the escrow account: (i) Commerce One's dissolution or ceasing to do business in the normal course, or (ii) Commerce One's repeated and material breach of its support and maintenance obligations under Section 5 of this Agreement and such breach is not cured within sixty (60) days of receipt of written notice thereof from Corio. If Commerce One notifies Corio in writing that it disputes whether any such event has occurred, officers of each of the parties shall negotiate for a period of ten (10) business days to attempt to resolve the dispute. At the end of such ten (10) business day period, if the parties have not resolved the dispute, the matter shall be referred to arbitration in the manner provided in Section 14.3 of this Agreement. |
Source Code Escrow | Upon release of the Source Code by the Escrow Agent to CHT pursuant to the terms and conditions of the Escrow Agreement, Ehave hereby warrants that such Source Code and other materials are and will be the then current version of the Software as used by CHT in its provision to End Users of the eEhave Companion Solution under the Subscription Agreements and that Ehave shall throughout the Term keep the Source Code so deposited with the Escrow Agent current by periodically submitting material updates to the Escrow Agent from time to time, as necessary. |
Source Code Escrow | Storage Fee (payable if the source code exceeds one cubic foot) - -------------------------------------------------------------------------------- Annual liability fee payable (if appropriate) - -------------------------------------------------------------------------------- Release Fee (plus NCC's reasonable expenses) X - -------------------------------------------------------------------------------- |
Source Code Escrow | [NCC Escrow International logo] |
Source Code Escrow | (4) a complete explanation of any procedures that are not standard practice, required to create from the source code the functional Software; (5) all documentation listing program and module inputs and their sources, outputs and their destinations, and any other relevant program and module documentation, |
Source Code Escrow | (collectively, the "Codes"). |
Source Code Escrow | ENERGOUS will keep the Deposit Materials in escrow and ensure on a quarterly basis that all the information relating to the Deposit Materials in escrow is current, including deposit of any Product Updates. |
Source Code Escrow | B. A voluntary or involuntary petition is commenced by or against M&I under any federal or state bankruptcy law, or a trustee in bankruptcy fails to timely assume this Agreement as an executory contract, or a substantial part of M&I's property or assets become subject to levy or seizure by any creditor and, in the case of an involuntary petition, the same is not dismissed within sixty (60) days after filing. |
Source Code Escrow | (3) all tools such as compilers, assemblers, linkers and editors required to make the source code into the functional Software operating in accordance with the Specifications as amended from time to time; |
Source Code Escrow | Subject to the provisions of Clauses 6.2 and 6.3, NCC shall release the Material to a duly authorised officer of the Licensee if at any time or times any of the following events or circumstances occur, arise or become apparent: |
Source Code Escrow | 1.6 "Standard Verification Service" means those tests detailed in the Standard Verification Service published by NCC from time to time. |
Source Code Escrow | 4 Documentation describing the procedures for building / compiling / executing / using the software (technical notes, user guides). |
Source Code Escrow | 1 Details of the deposit: full name and version details, number of media items, media type and density, file or archive format, list or retrieval commands, archive hardware and operating system details. |
Source Code Escrow | The following events shall constitute "Source Code Access Conditions": (i) D2's insolvency, general assignment for the benefit of creditors, or ceasing to do business, or (ii) D2's failure or inability to meet its warranty, maintenance and support obligations under Article 6, or its warranty obligations under Article 8.3, within fifteen days after written notice by LICENSEE to D2 of D2's failure to meet such obligations, or (iii) termination of this Agreement by LICENSEE pursuant to Articles 9.3 and 9.4, or (iv) as needed by LICENSEE for fault isolation. |
Source Code Escrow | M&I agrees that Customer shall have the right to obtain a copy of the source code for the IBS Software pursuant to the terms and conditions of this Article 23. |
Source Code Escrow | The parties shall provide the medium on which the source code shall be supplied, which in default of agreement shall be such medium as the escrow agent NCC Escrow International Limited thinks fit. |
Source Code Escrow | In the event of a release of the source code to TELKOM under the Escrow agreement, TELKOM agrees to hold same in strict confidence and to take appropriate action to preserve its confidentiality, and TELKOM shall <omitted> have a non-exclusive, non-transferable LICENCE to use the source code solely for its own USE in order to support and maintain the SOFTWARE and for no other purpose whatsoever. |
Source Code Escrow | Concurrently with execution of this Agreement or, at CHT’s option, as soon as practicable after the Effective Date but in no event later than CHT’s acceptance of and the launch of the Ehave Companion Solution, CHT and Ehave shall enter into a Source Code Escrow Agreement with a reputable software escrow agent mutually acceptable to the Parties (“Escrow Agent”), in or substantially in the form attached hereto as Schedule “7”, or otherwise in a form acceptable to the Parties, acting reasonably, and to the Escrow Agent (the “Escrow Agreement”), providing for the release of the Source Code for the Software, as modified pursuant to Section 3 and all necessary programming documentation, utilities and tools used by Ehave to maintain the Software and to compile the source code into object code (excluding third party utilities and tools licensed by Ehave for which Ehave has not been granted the right to sublicense or otherwise make available such utilities and tools to third parties without additional charge, but including such information as necessary for CHT to obtain licenses to and obtain such third party utilities and tools), all in its then-existing form, to CHT, in the certain circumstances expressly stated in Section 12(b). |
Source Code Escrow | Preliminary: |
Source Code Escrow | ii Version 1: August 1997 |
Source Code Escrow | (C) The Owner acknowledges that in certain circumstances the Licensee may require possession of the technical information and documentation held under this Agreement. |
Source Code Escrow | (2) [-4] whose registered office is at [-5] (CRN: [-6]) ("the Licensee"); and |
Source Code Escrow | The Source Code on each AS400 shall be the most current version of all Codes for all corrections, bug fixes, Improvements and new releases of the Software which are licensed by Sparkling hereunder. |
Source Code Escrow | (2) all program and user documentation in machine readable and printed form; |
Source Code Escrow |
6.1.5 coding of the Package is such that either the accuracy or the functionality or the performance of the Package is or becomes or is demonstrably likely to become significantly adversely affected by the entry or processing of data incorporating any date or dates whether prior or subsequent to or including 31 December 1999, including but not limited to any of the following: |
Source Code Escrow | The Escrow Agent shall require Changepoint to place in an escrow account in Toronto a copy of the source code of the Software including all Updates and Upgrades thereto, documentation and similar materials (the "SOURCE CODE"). |
Source Code Escrow | Bank of America may temporarily release the Source Code for this purpose only, but all copies of the Source Code shall be returned to the designated storage location as soon as the verification is completed. |
Source Code Escrow | 3 Names and versions of development tools etc. |
Source Code Escrow | 6.1.5.3 the Owner has undertaken or attempted to procure the Package to be so capable and the Licensee demonstrates that the Package is still not so capable; |
Source Code Escrow | Bank of America shall reproduce in all copies of the Source Code made by Bank of America any proprietary or confidentiality notices contained in the Source Code when originally delivered by Supplier. |
Source Code Escrow | 6.1.1 the Owner enters into any composition or arrangement with its creditors or (being a company) enters into liquidation whether compulsory or voluntary (other than for the purposes of solvent reconstruction or amalgamation) or has a receiver or administrative receiver appointed over all or any part of its assets or undertaking or a petition is presented for an Administration Order or (being an individual or partnership) becomes bankrupt, or an event occurs within the jurisdiction of the country in which the Owner is situated which has a similar effect to any of the above events in the United Kingdom; or |
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