B EFFECT OF CORRESPONDING BD AGREEMENT Sample Clauses

The "Effect of Corresponding BD Agreement" clause defines how the terms of a related broker-dealer (BD) agreement interact with or influence the current contract. Typically, this clause clarifies whether provisions in the BD agreement take precedence, supplement, or are subordinate to the terms in the present agreement, and may specify which document governs in the event of conflicting terms. Its core practical function is to prevent ambiguity and potential disputes by clearly establishing the hierarchy and relationship between multiple agreements that may apply to the same parties or transactions.
B EFFECT OF CORRESPONDING BD AGREEMENT. This Past Use Agreement shall dominate and control in respect of UHD Players and Combi UHD Player/BD Recorders over any Past Use Agreement for BD Player and/or BD Recorder Manufacturer entered into between Brand Owner and Licensing Company (a “Corresponding BD Agreement”). Notwithstanding the foregoing, if this Past Use Agreement has been entered into on or before September 30, 2017 and Releases have been obtained pursuant to a Corresponding BD Agreement for any Shipments prior to July 1, 2017 of UHD Players reported as BD Players then the scope of the Releases granted for such Shipments of UHD Players shall be deemed to be the same as if such Releases were obtained pursuant to this Past Use Agreement.
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B EFFECT OF CORRESPONDING BD AGREEMENT. Reference Copy This License Agreement shall dominate and control in respect of UHD Software over any License Agreement for BD Software Manufacturer entered into between Manufacturer and Licensing Company (a “Corresponding BD Agreement”). Notwithstanding the foregoing, if this License Agreement has been entered into on or before September 30, 2017 and any Sales or Shipments prior to July 1, 2017 of UHD Software has been reported under the Corresponding BD Agreement as BD Software with comparable royalty rates, then the scope of the licenses granted under the Corresponding BD Agreement for such Sales or Shipments of UHD Software shall be deemed to be the same as if such licenses were obtained pursuant to this License Agreement.
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B EFFECT OF CORRESPONDING BD AGREEMENT. This Past Use Agreement shall dominate and control in respect of UHD-ROM Movie Discs and BD- ROM Data Discs over any Past Use Agreement for BD-ROM Movie Discs and/or BD-ROM Data Disc Manufacturer and Brand Owner entered into between Manufacturer, Brand Owner, and Licensing Company (a “Corresponding BD Agreement”). Notwithstanding the foregoing, if this Past Use Agreement has been entered into on or before September 30, 2017 and Releases Licenses have been obtained pursuant to a Corresponding BD Agreement for any Shipments prior to July 1, 2017 of UHD- ROM Movie Discs reported as BD-ROM Movie Discs or UHD-ROM Data Discs reported as BD- ROM Data Discs, then the scope of the Releases granted for such Shipments of UHD-ROM Movie Discs and/or UHD-ROM Data Discs shall be deemed to be the same as if such Releases were obtained pursuant to this Past Use Agreement.
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B EFFECT OF CORRESPONDING BD AGREEMENT. This License Agreement shall dominate and control in respect of Licensed Products over any License Agreement for BD Player (Transportation Vehicle) Manufacturer entered into between Licensee and Licensing Company (a “Corresponding BD Agreement”). Notwithstanding the foregoing, if this License Agreement has been entered into on or before September 30, 2017 and licenses have been obtained pursuant to a Corresponding BD Agreement for any Shipments prior to July 1, 2017 of UHD Players (Transportation Vehicle) reported as BD Players (Transportation Vehicle), then the scope of the licenses granted shall be deemed to be the same as if such licenses were granted pursuant to this License Agreement.
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B EFFECT OF CORRESPONDING BD AGREEMENT. This License Agreement shall dominate and control in respect of Aftermarket UHD Drives bundled with UHD-PC Software over any License Agreement for Manufacturer of Aftermarket BD Drive Bundled with BD-PC Software entered into between Manufacturer and Licensing Company (a “Corresponding BD Agreement”). Notwithstanding the foregoing, if this License Agreement has been entered into on or before September 30, 2017 and any Sales or Shipments prior to July 1, 2017 of Aftermarket Drives bundled with UHD-PC Software that has been reported under the Corresponding BD Agreement as Aftermarket BD Drives bundled with BD- PC Software with comparable royalty rate to that applicable to Aftermarket UHD Drives bundled with UHD-PC Software, then the scope of the licenses granted under the Corresponding BD Agreement for such Sales or Shipments of Aftermarket UHD Drives bundled with UHD-PC Software shall be deemed to be the same as if such licenses were obtained pursuant to this License Agreement.
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B EFFECT OF CORRESPONDING BD AGREEMENT. This License Agreement shall dominate and control in respect of UHD-PC Software over any License Agreement for BD-PC Manufacturer entered into between Manufacturer and Licensing Company (a “Corresponding BD Agreement”). Notwithstanding the foregoing, if this License Agreement has been entered into on or before September 30, 2017 and any Sales or Shipments prior to July 1, 2017 of UHD-PCs has been reported under the Corresponding BD Agreement as BD-PCs with comparable royalty rate to that applicable to the UHD-PCs, then the scope of the licenses granted under the Corresponding BD Agreement for such Sales or Shipments of UHD-PCs shall be deemed to be the same as if such licenses were obtained pursuant to this License Agreement.
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Related to B EFFECT OF CORRESPONDING BD AGREEMENT

  • Authorization and Effect of Agreement Sellers have all requisite power and authority to execute and deliver this Agreement and all of the other agreements, certificates and other documents delivered or to be delivered on or after the date hereof and at or prior to the Closing in connection with the transactions contemplated hereby (the "Ancillary Documents") to which each is or will be a party, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Sellers of this Agreement and the Ancillary Documents to which each is or will be a party and the consummation by Sellers of the transactions contemplated hereby and thereby to be consummated by the Sellers have been duly authorized by all necessary corporate action on the part of Sellers, including, without limitation, all requisite approval by the stockholders of the Sellers pursuant to the Articles of Incorporation or By-Laws or other organizational documents of Sellers or otherwise. This Agreement and the Ancillary Documents to which each Seller is or will be a party have been or will be, as the case may be, duly executed and delivered by each Seller and constitute or will constitute, as the case may be, valid and binding obligations of Sellers, enforceable in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency or other similar Laws of general application affecting the enforcement of creditors' rights or by general principles of equity limiting the availability of equitable remedies (whether applied in a proceeding at law or equity).

  • Effect of Supplemental Agreements Upon the execution of any supplemental agreement under this Article, this Agreement shall be modified in accordance therewith, and such supplemental agreement shall form a part of this Agreement for all purposes; and every Holder of Certificates theretofore or thereafter authenticated, executed on behalf of the Holders and delivered hereunder, shall be bound thereby.

  • Execution and Effect of Agreement Buyer has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder, and the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and the performance of Buyer’s obligations hereunder have been duly authorized by all necessary corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid and binding obligation of Buyer, enforceable against it in accordance with its terms, subject to the Enforceability Exceptions.

  • Authorization; Validity and Effect of Agreement The Company has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the Merger. The execution and delivery of this Agreement by the Company and the performance by the Company of its obligations hereunder and the consummation of the Merger have been duly authorized by its board of directors and shareholders and all other necessary company action on the part of the Company and no other company proceedings on the part of the Company are necessary to authorize this Agreement and the Merger. This Agreement has been duly and validly executed and delivered by the Company and, assuming that it has been duly authorized, executed and delivered by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

  • Authorization, Validity and Effect of Agreements The execution and delivery of this Agreement and all agreements and documents contemplated hereby by Buyer, and the consummation by it of the transactions contemplated hereby, have been duly authorized by all requisite corporate action. This Agreement constitutes, and all agreements and documents contemplated hereby when executed and delivered pursuant hereto will constitute, the valid and legally binding obligations of Buyer enforceable in accordance with their terms, except that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws of general application now or hereafter in effect relating to the enforcement of creditors' rights generally and except that the remedies of specific performance, injunction and other forms of equitable relief are subject to certain tests of equity jurisdiction, equitable defenses and the discretion of the court before which any proceeding therefor may be brought. The execution and delivery of this Agreement by Buyer does not and the consummation of the transactions contemplated hereby will not (i) require the consent of any third party, (ii) result in the breach of any term or provision of, or constitute a default under, or result in the acceleration of or entitle any party to accelerate (whether after the giving of notice or the lapse of time or both) any obligation under, or result in the creation or imposition of any lien, charge, pledge, security interest or other encumbrance upon any part of the property of the Company pursuant to any provision of, any order, judgment, arbitration award, injunction, decree, indenture, mortgage, lease, license, lien, or other agreement or instrument to which Buyer is a party or by which it is bound, and (iii) violate or conflict with any provision of the by-laws or articles of incorporation of Buyer as amended to the date of this Agreement.