Former Subsidiaries Sample Clauses

Former Subsidiaries. All rights and licenses granted and covenants made to any Subsidiary of either Party shall immediately and automatically terminate upon a Party ceasing to Control such entity (“Former Subsidiary”). However, if a Subsidiary of a Party that holds any Patent that is subject to the rights, licenses and covenants granted hereunder becomes a Former Subsidiary, such rights, licenses and covenants granted by such Former Subsidiary (including every successor entity in interest to any such Patents) shall continue in accordance with the terms of this Agreement after such entity becomes a Former Subsidiary.

Former Subsidiaries. Except as set forth on SCHEDULE 2.37, no Acquired Company has any direct, indirect or contingent liability associated with any former subsidiaries or Affiliates of any Acquired Companies. Set forth on SCHEDULE 2.37 ("Former Subsidiaries and Affiliates") is a complete list of all former subsidiaries and affiliates of any Acquired Company. Sellers shall deliver to Buyer copies of all documents related to the sale of all former subsidiaries and affiliates and any further documents which might create a direct, indirect or contingent liability to any Acquired Company.

Former Subsidiaries. If a Person ceases to qualify as a Subsidiary of a Party (“Former Subsidiary”), then: (i) The licenses and covenants granted to the Former Subsidiary shall terminate on the date the Former Subsidiary ceases to be a Subsidiary under this Agreement; and (ii) The licenses and covenants granted hereunder to the other Party and its Subsidiaries with respect to patents of the Former Subsidiary shall continue until the expiration of each such patent, including patents based on applications filed prior to the date it ceased to be a Subsidiary under this Agreement and related patents; provided, however, that such licenses and covenants shall not extend to patents of the Former Subsidiary where the Former Subsidiary first acquires rights to such patents after the date it ceases to be a Subsidiary under this Agreement. [***] Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed pursuant to Rule 24-b-2 promulgated under the Securities Exchange Act of 1934, as amended, and the omitteed portions represented by [***] have been separately filed with the Securities and Exchange Commission.

Former Subsidiaries. Former Subsidiaries" shall have the meaning set forth in Section 3.07 hereof.

Former Subsidiaries. Except as otherwise expressly set forth in Section 5.3(b) below, if a Person who is a Subsidiary or Licensed Subsidiary as of the Effective Date or becomes a Subsidiary or Licensed Subsidiary under Section 5.2(a) during the Term, but undergoes a change such that it no longer meets the definition of “Subsidiary” or “Licensed Subsidiary” of a Party (“Former Subsidiary”), then: (i) The licenses granted to the Former Subsidiary under this Agreement with respect to Broadcom Patents or Microtune Patents, as applicable, shall terminate on the date the Former Subsidiary ceases to be a Licensed Subsidiary. Notwithstanding the foregoing, such termination shall not have any retroactive effect and the licenses granted to the Former Subsidiary under this Agreement with respect to Broadcom Patents or Microtune Patents, as applicable, for those units of Licensed Products previously sold or that have already been made and are in inventory which the Former Subsidiary demonstrates were made by or for the Former Subsidiary prior to the date on which it ceased to be a Licensed Subsidiary shall not be affected. (ii) The licenses and covenants granted hereunder to the other Party and its Licensed Subsidiaries with respect to Patents of the Former Subsidiary shall continue as set forth in this Agreement; provided, however, that such licenses and covenants shall not extend to new Patents of the Former Subsidiary that were not Broadcom Patents or Microtune Patents, as applicable, prior to the date the Former Subsidiary ceases to be a Subsidiary. (iii) Notwithstanding the foregoing provisions (i) and (ii) of this Section 5.2(b), if a Licensed Subsidiary of a Party is merged or subsumed into a Party or another Licensed Subsidiary of a Party such that the resulting Person remains a Party or a Licensed Subsidiary under this Agreement, the licenses granted to the Former Subsidiary under this Agreement shall remain in effect and shall continue to apply to the resulting Party or Licensed Subsidiary, as applicable.

Former Subsidiaries. CLAUSE 11.4 The Sellers shall indemnify the Purchaser against any actual or contingent liabilities or obligations of any Group Company and against all Costs in relation to any such liabilities or obligations which relate, directly or indirectly, to (i) any Former Subsidiaries or (ii) any business formerly carried on by any Group Company which was sold or otherwise transferred as a going concern prior to the date hereof.

Former Subsidiaries. ITEM COMMENT --------------------------------------------------------------------------------

Former Subsidiaries. The Company has no Environmental Liability in respect of matters arising out of or in connection with any act or omission of any former subsidiary, subsidiary undertaking or former business of the Company.

Former Subsidiaries. Section 4.11 Proceedings Section 4.13(a) HVDH Company Benefit Plans Section 4.13(c) Accelerated Employee Benefits Section 4.14(a) HVDH Registered IP Section 4.15(a) Tax Returns Section 4.15(e) Tax Proceedings Section 4.15(g) Consolidated Tax Filings Section 4.16(a) Acquired Company Material Contracts Section 4.17(b) HVDH Leases Section 4.18 Labor Matters Section 4.21 Core Petrodelta Documents Section 4.24 Bank Accounts and Powers of Attorney Section 4.26 Affiliate Transactions Section 4.30 HVDH Transactions Section 6.3(a) Appropriate Actions APPENDIX 1 Acquired Companies Financial Statements