Controlled Affiliates Clause Samples
The Controlled Affiliates clause defines which affiliated entities of a party are subject to the terms and obligations of an agreement. Typically, it specifies that only affiliates over which a party has direct or indirect control—such as subsidiaries where the party owns a majority of voting shares—are included. This ensures that the agreement’s rights and responsibilities extend only to those entities that the party can effectively direct, thereby preventing unintended application to loosely connected or independent affiliates and clarifying the scope of the agreement.
Controlled Affiliates. Schedule 4.4 sets forth each BlackRock Controlled Affiliate and each equity investment or other investment of greater than $10,000,000 of BlackRock in any Person other than a Controlled Affiliate, in each case as of the date of this Agreement. Except as set forth in Schedule 4.4, BlackRock owns, directly or indirectly, all of the issued and outstanding equity interests in each BlackRock Controlled Affiliate free and clear of any Liens, other than Permitted Liens.
Controlled Affiliates. In the case of VIA, any other Person that directly or indirectly, through one or more intermediaries, is wholly-owned by, VIA, and in the case of Toppan, means any other Person that directly or indirectly, through one or more intermediaries, is wholly-owned by Toppan, and reports to the Electronics Division in the organizational structure of Toppan group. For the purpose of this definition, Electronics Division means the electronics business division, or any successor thereof, within the Toppan group, which develops, manufacturers, and markets display-and semiconductor-related products. Fiscal Year: April 1 to March 31.
Controlled Affiliates. The Licensed Rights include the right to permit controlled Affiliates of Licensee to exercise the Licensed Rights (and all other rights and entitlements hereunder attendant and appurtenant thereto) to the same extent, and subject to the same terms, conditions, exceptions, exclusions and obligations as Licensee (and such permitted use shall not be deemed a sublicense for purposes of this Agreement); provided, that if a person ceases to be a controlled Affiliate of Licensee during the Term, the right of such person to exercise the Licensed Rights under this Section 1.2(a)(i) shall automatically cease and such person shall thereafter be deemed a sublicensee, subject to Section 4.
Controlled Affiliates. The Officer hereby agrees that he will not authorize or cause any controlled affiliate, as that term is defined in Section 2 hereof, to engage in any activities in which he would be prohibited from engaging pursuant to this Agreement. Notwithstanding anything to the contrary in this Agreement, the Officer is not required by the terms of this Agreement to violate any currently existing fiduciary or contractual duty to any entity.
Controlled Affiliates. Company’s Controlled Affiliates may use the ID5 ID Site Offering under this Agreement from ID5 or the applicable ID5 Affiliate; provided that Company will be liable for the acts and omissions of each of its Controlled Affiliates in connection with the ID5 ID Site Offering hereunder to the extent any of such acts or omissions, if performed by Company, would constitute a breach of, or otherwise give rise to liability under, this Agreement.
Controlled Affiliates. The Company will use commercially reasonable efforts to prevent any of its controlled Affiliates from acquiring any Note (or any beneficial interest therein).
Controlled Affiliates. Any Member may Transfer its Membership Interest to any Affiliate of such Member; provided that such Affiliate is capable of performing the Services and ▇▇▇▇▇ ▇▇▇▇ remains in a position to directly and actively participate in the provision of the Services, including, without limitation, undertaking a supervisory role with respect to such Services.
Controlled Affiliates. The rights and obligations of DSP under this Service Agreement extend to DSP’s Controlled Affiliates (as such term is defined in the DSP Agreement) provided that DSP has authority for and shall be fully responsible for all acts and omissions of its Controlled Affiliates in connection with this Service Agreement, to the same extent that DSP has authority for and is responsible for Controlled Affiliates pursuant to Section 8.2 of the DSP Agreement. Except as otherwise expressly provided in the DSP Agreement, termination of this Service Agreement shall be effective in respect of DSP and all of its Controlled Affiliates. Further, if any person or entity that was a Controlled Affiliate of DSP ceases to be a Controlled Affiliate, all rights and licenses hereunder shall automatically terminate with respect to such person or entity immediately upon such person or entity ceasing to be a Controlled Affiliate.
Controlled Affiliates. A Controlled Affiliate of any person is an affiliate as to which such person possesses, directly or indirectly, the affirmative power to direct or cause the direction of the management and policies of such affiliate (whether through ownership of securities, partnership interests or other ownership interests, by contract, by membership or involvement in the board of directors, management committee or other management structure of such affiliate, or otherwise).
Controlled Affiliates. Except with respect to a Controlled Affiliate to whom a Party has assigned this Agreement and such Party's rights under this Agreement in accordance with Section 9.01 herein, all licenses and covenants granted under this Article III to any Controlled Affiliate of either Party shall terminate and be immediately extinguished from and after the time such Controlled Affiliate ceases to be a Controlled Affiliate of such Party.