Provo Receiver Sample Clauses

Provo Receiver. Section 1.10 of the Development Agreement is hereby deleted and replaced in its entirety with the following:
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Provo Receiver. DIRECTV hereby grants to TiVo under all rights held or sublicensable by DIRECTV the right to use, reproduce, perform, display, and create derivative works of the DIRECTV Technology as required in the performance of TiVo’s obligations under this Agreement, provided that, the DIRECTV Technology shall be deemed Confidential Information of DIRECTV and other than the foregoing license, no other license, right, or interest is granted to TiVo under this Section 2.1(a) by implication, estoppel, or otherwise, for any other purpose and DIRECTV retains all worldwide intellectual property rights in and to the DIRECTV Technology. Notwithstanding the date of Manufacturing Release specified above in Section 2.1, if Manufacturing Release for the Provo Receiver (with Version [*] Software) [*] therein and [*] is directly [*] to any [*] by [*] such Manufacturing Release shall [*] for [*] that there will be [*] to the [*] is directly [*] to any [*] by [*] in [*]. TiVo and DIRECTV have established a mutually agreed development schedule (the “Development Schedule”) that sets forth the various milestone deliverables, dates and payment obligations associated with the Provo Receiver and Version [*] Software, which is attached hereto as Exhibit A (Development Schedule and Specifications). The Provo Receiver and Version [*] Software shall be accepted at the successful completion of the Final Acceptance Testing and after TiVo has been notified of such by DIRECTV. [*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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Related to Provo Receiver

  • Receiver a secured party takes possession, or a receiver, manager or other similar officer is appointed, of the whole or any part of the undertaking, assets and revenues of such Agent;

  • Liquidator Upon dissolution of the Company, the Manager shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the Liquidator (if other than the Manager) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Liquidator (if other than the Manager) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidation. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Manager and its officers under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

  • Appointment of Receiver To the extent permitted by Applicable Law, the Administrative Agent and the Lenders shall be entitled to the appointment of a receiver for the assets and properties of the Borrower and its Subsidiaries, without notice of any kind whatsoever and without regard to the adequacy of any security for the Obligations or the solvency of any party bound for its payment, to take possession of all or any portion of the property and/or the business operations of the Borrower and its Subsidiaries and to exercise such power as the court shall confer upon such receiver.

  • Powers of Receiver A Receiver so appointed shall be the agent of the Borrower and the Borrower shall be solely responsible for his acts and defaults and remuneration. Such Receiver shall have all the powers conferred from time to time on receivers by statute and without the restrictions contained in section 25 of the CLPA and in particular (but without limitation) any such Receiver shall have power:- To enter into and take possession or control of any land or premises of the Borrower or any part thereof or collect and get in any property assets and rights hereby charged and for the purpose to take any proceedings in the name of the Borrower or otherwise as the Receiver may deem expedient. To carry on manage develop re-construct amalgamate or diversify the business of the Borrower or any part thereof or to enter into arrangement with respect to the business of the Borrower or any part thereof with any person or to concur in so doing in such manner as the Receiver may deem fit. Where any capital in respect of any shares of the Borrower is outstanding and uncalled, to call or to require the Borrower forthwith to call up all or so much of such uncalled capital of the Borrower as may be sufficient to pay to the Bank all moneys then due and owing hereunder. Forthwith and without restriction to sell, agree in selling or dispose (obtaining only when and where necessary the leave of the Court) any of the Borrower’s property and assets hereby charged or any part thereof by public or private auction or by private contract on such terms and conditions as he may deem fit, with power to vary any contract for sale or disposal and resell or otherwise dispose without being answerable for any loss occasioned thereby. Any such sale or disposal may be for cash shares stocks debentures debenture stock or other obligations or valuable consideration to be paid or satisfied at such time or times as the Receiver shall think fit. Plant machinery and other fixtures may be severed and/or detached and sold or disposed separately from the premises containing them without the prior consent of the Borrower. To lease let hire and license or agree in leasing letting hiring and licensing or accept surrenders of leases tenancies or licences of all or any part of the Borrower’s property and assets on such terms and for such consideration as the Receiver may deem fit. To make any arrangements or enter into any compromise which he shall think expedient in respect of all or any part of the property and assets hereby charged. To repair and keep in repair and make or effect improvements of the Borrower’s property and assets and for this purpose to apply in the name of the Borrower for such licences permissions consents or approvals as may be required under any law or regulation and to take out maintain and renew all insurances in respect of the Borrower’s property and assets against loss or damage by fire or any other risks and for such sums as he shall think fit. To bring or defend any actions or other legal proceedings in the name and on behalf of the Borrower and to refer to arbitration any question affecting the Borrower. To draw accept make and endorse any bill of exchange or promissory note in the name and on behalf of the Borrower. To make any payment which is necessary or incidental to the performance of the Receiver’s functions. To establish subsidiaries of the Borrower and to transfer to subsidiaries of the Borrower the whole or any part of the business undertaking property assets and rights of Borrower. To rank and claim in the bankruptcy insolvency sequestration or liquidation of any person indebted to the Borrower and to receive dividends, and to accede to trust deeds for the creditors of any such person. For all or any of the purposes aforesaid to raise or borrow any money that may be required upon the security of the whole or any part of the property assets and rights hereby charged. To employ and terminate the services of such person or persons professional or otherwise on such terms as to remuneration or otherwise as he shall think proper. To execute and do all such acts deeds and things as to him or the Bank may appear necessary or proper for or in relation to any of the purposes aforesaid and which he lawfully may or can do as agent for the Borrower. To execute in the name of and on behalf of the Borrower any deed, receipt or other document including the use of the Borrower’s company seal. To appoint and remove at pleasure any substitute for or agent under him in respect of all or any of the matters aforesaid upon such terms as he thinks fit. Generally to do or cause to be done such acts or things which the Borrower may have done in the ordinary conduct of its business as well for the protection as for the improvement of the property and assets comprised in this security.

  • Appointment of a Receiver To the extent permitted by applicable law, if an Event of Default shall have occurred and be continuing, and the Equipment Notes either shall have been accelerated pursuant to Section 4.02 or have become due at maturity, Loan Trustee shall, as a matter of right, be entitled to the appointment of a receiver (who may be Loan Trustee or any successor or nominee thereof) for all or any part of the Collateral, whether such receivership be incidental to a proposed sale of the Collateral or the taking of possession thereof or otherwise, and, to the extent permitted by applicable law, Company hereby consents to the appointment of such a receiver and will not oppose any such appointment. Any receiver appointed for all or any part of the Collateral shall be entitled to exercise all the rights and powers of Loan Trustee with respect to the Collateral.