Cadence IP Licensee Subordination Sample Clauses

Cadence IP Licensee Subordination. (a) Any Guarantee provided by the Cadence IP Licensee hereunder shall be subordinate in right of payment, to the extent and in the manner hereinafter set forth, to any secured Bank Indebtedness which by its terms requires such subordination, including, without limitation, all Obligations (as defined in the agreement described in clause (i) of the definition of the term “Credit Agreement”), Notes Obligations (as defined in the Existing First Lien Notes Indenture) and Notes Obligations (as defined in the New First Lien Notes Indenture), in each case of the Cadence IP Licensee (all such Indebtedness being hereinafter collectively referred to as “Senior Indebtedness”), until the latest to occur of (x) with respect to Senior Indebtedness of the kind described in clause (i) of the definition of “Credit Agreement”, the occurrence of the “Termination Date” (as defined in the Credit Agreement applicable to such Senior Indebtedness) and (y) with respect to any other Senior Indebtedness, the date of payment in full in cash of such Senior Indebtedness (other than contingent obligations as to which no claim has been made) (such latest date to occur, the “Payoff Date”); provided that the Cadence IP Licensee may make payments under its Guarantee unless an event of default has occurred under such Senior Indebtedness shall have occurred and be continuing and the Cadence IP Licensee shall have received notice from a Senior Indebtedness Representative (provided that no such notice shall be required to be given in the case of any event of default resulting from circumstances of the kind described in Section 12.12(b)). For all purposes herein, the term “Senior Indebtedness Representative” shall mean any administrative agent or trustee for, or other similar representative of, the holders of any such Senior Indebtedness.
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Cadence IP Licensee Subordination. (a) Any Guarantee provided by the Cadence IP Licensee hereunder shall be subordinate in right of payment, to the extent and in the manner hereinafter set forth, to any secured Bank Indebtedness which by its terms requires such subordination, including, without limitation, all Obligations (under and as defined in the agreement described in clause (i) of the definition of the term “Credit Agreement” (for the avoidance of doubt, as same may be modified by the agreement described in clause (ii) of such definition)) of the Cadence IP Licensee (all such Indebtedness being hereinafter collectively referred to as “Senior Indebtedness”), until the latest to occur of (x) with respect to Senior Indebtedness of the kind described in clauses (i) and (ii) of the definition of “Credit Agreement”, the occurrence of the “Termination Date” (as defined in the Credit Agreement applicable to such Senior Indebtedness) and (y) the date of payment in full in cash of such Senior Indebtedness (other than contingent obligations as to which no claim has been made) (such latest date to occur, the “Payoff Date”); provided that the Cadence IP Licensee
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Related to Cadence IP Licensee Subordination

  • Consent of Inbound Licensors Prior to entering into or becoming bound by any material inbound license or agreement, Borrower shall: (i) provide written notice to Bank of the material terms of such license or agreement with a description of its likely impact on Borrower’s business or financial condition; and (ii) in good faith use commercially reasonable efforts to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for Borrower’s interest in such licenses or contract rights to be deemed Collateral and for Bank to have a security interest in it that might otherwise be restricted by the terms of the applicable license or agreement, whether now existing or entered into in the future, provided, however, that the failure to obtain any such consent or waiver shall not constitute a default under this Agreement.

  • Trademark License System Agency grants to Grantee, for the term of the Grant Agreement, a limited non- exclusive, royalty-free, non-assignable, non-transferable license to reproduce System Agency’s trademarks on published materials in the United States related to the performance of the Grant Agreement, provided that such license is expressly conditional upon, and subject to, the following: i. Grantee is in compliance with all provisions of the Grant Agreement; ii. Grantee’s use of the trademarks is strictly in accordance with the quality standards and in conformance with the reproduction requirements set forth in this Grant Agreement or as otherwise communicated by System Agency; iii. Grantee takes no action to damage the goodwill associated with the trademarks, and refrains from any attempt to contest, attack, dispute, challenge, cancel and/or oppose System Agency’s right, title and interest in the trademarks or their validity; iv. Grantee makes no attempt to sublicense any rights under this trademark license; and v. Grantee complies with any marking requests System Agency may make in relation to the trademarks, including without limitation to use the phrase “Registered Trademark”, the registered trademark symbol “®” for registered trademarks, and the symbol “™” for unregistered trademarks.

  • Patent License For patent claims including, without limitation, method, process, and apparatus claims which You or Your Affiliates own, control or have the right to grant, now or in the future, You grant to Us a perpetual, worldwide, non-exclusive, transferable, royalty-free, irrevocable patent license, with the right to sublicense these rights to multiple tiers of sublicensees, to make, have made, use, sell, offer for sale, import and otherwise transfer the Contribution and the Contribution in combination with the Material (and portions of such combination). This license is granted only to the extent that the exercise of the licensed rights infringes such patent claims; and provided that this license is conditioned upon compliance with Section 2.3.

  • End User License Agreement This work is licensed under a Creative Commons Attribution-NonCommercial-NoDerivs 3.0 Unported License. ▇▇▇▇://▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/licenses/by-nc-nd/3.0/ You are free to: Share: to copy, distribute and transmit the work Under the following conditions: Attribution: You must attribute the work in the manner specified by the author (but not in any way that suggests that they endorse you or your use of the work).

  • Trademark Licenses (a) The Knicks hereby grant to Licensor for the Term non-exclusive royalty-free licenses by the Knicks and Team of all intellectual property owned or licensed by the Knicks or the Team, including but not limited to images, likenesses, service marks, tradenames and trademarks, for the exclusive purposes of promoting the Arena as the home arena of the Team, operating the Arena and providing the Licensor Services. Licensor’s use of such licenses shall be in accordance with and subject to League Rules and subject to the Knicks prior written approval. Licensor shall not have any right to sublicense, or seek or receive any payments from third parties specifically for the use of, the Knicks’ intellectual property, except in accordance with ARTICLE VII, it being understood that Licensor may exercise the right to promote the Arena as the home arena of the Team in places and in a manner that may also incorporate in an incidental manner promotion of Licensor’s marketing partners and sponsors (including, without limitation, use in connection with the Knicks’ intellectual property any overall Arena marketing partner(s) “lock-up logo” or naming rights, sponsored Licensor web pages and upcoming events promotions, etc.). (b) The Knicks shall be permitted to reference the Arena as their home venue on all material promoting the Team and ticket sales (and the Ticket Agent). In connection therewith, Licensor and its Affiliates hereby grant to the Knicks a non-exclusive royalty-free license to use the trademarks “MADISON SQUARE GARDEN,” “MSG,” “THE WORLD’S MOST FAMOUS ARENA” and related logos solely for such promotional purposes. The Knicks’ use of such licenses shall be subject to the Licensor’s prior written approval, not to be unreasonably withheld, conditioned or delayed. The Knicks shall not have any right to sublicense, or seek or receive any payments from third parties specifically for the use of, Licensor’s intellectual property.