Siemens and NXP exception Sample Clauses

Siemens and NXP exception. Sub-Licensing for Affiliated Entities Not withstanding the foregoing of this section 9.5, and in deviation of Grant Agreement 25.4 and 31.4, when granting any Access Rights to Siemens and NXP under this Consortium Agreement, each Party hereby grants, or shall cause any Affiliated Entities owning any Background to grant, to Siemens and NXP a sub-licensing right, on any Background or Result to which Siemens and NXP is granted Access Rights under this Consortium Agreement, solely and exclusively for the benefit of Siemens’ and NXP’s Affiliated Entities. In sub-licensing any Access Rights to their Affiliated Entities, Siemens and NXP shall ensure that their Affiliated Entities are bound by the relevant and applicable rights and obligations provided under or pursuant to this Consortium Agreement, including without limitation appropriate undertaking as to confidentiality. The sublicenses shall not contain the right for the sublicensee to grant further sublicenses if the Access Rights do not explicitly grant rights for sublicensing. Access Rights granted to any Affiliated Entity of NXP and Siemens are subject to the continuation of the Access Rights of NXP and Siemens to which it is affiliated, and shall automatically terminate upon termination of the Access Rights granted to NXP and Siemens. In relation to the grant of such Access Rights according to Section 9.4, the circumstance that the whole Siemens and NXP corporations including all Siemens and NXP Affiliates may use Results and Background shall be taken into account in agreeing the Fair and Reasonable Conditions; once such Fair and Reasonable conditions have been settled, the sub-licensing to Siemens’ and NXP’s Affiliated Entities shall be royalty-free and fully paid.
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Related to Siemens and NXP exception

  • Title to Properties; Absence of Liens and Encumbrances (a) The Company and each of its Subsidiaries have good and valid title to all of their respective properties, interests in properties and assets, real and personal, reflected on the Financial Statements, or, in the case of leased properties and assets, valid leasehold interests in such properties and assets, in each case free and clear of all Liens except for: (i) Liens reflected on the Financial Statements, (ii) Liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or materially impair the use of, such property as it is presently used, (iii) Liens for current Taxes, assessments or governmental charges or levies on property not yet due or which are being contested in good faith and for which appropriate reserves in accordance with GAAP have been created and (iv) mechanic's, materialmen's and similar Liens arising in the ordinary course of business or by operation of law (collectively, "Permitted Liens"). (b) Section 3.16(b) of the Disclosure Letter sets forth a true, complete and correct list of all real property leased by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries owns any real property. Each of the Company and its Subsidiaries is in compliance in all material respects with the terms of all leases for real property to which it is a party. Neither the Company nor any of its Subsidiaries is a party to any lease, assignment or similar arrangement under which the Company or any Subsidiary is a lessor, assignor or otherwise makes available for use by any third party any portion of the owned or leased real property. (c) The facilities, property and equipment owned, leased or otherwise used by the Company or any of its Subsidiaries that are material to the functioning of the businesses of the Company and its Subsidiaries are in a good state of maintenance and repair, free from material defects and in good operating condition (subject to normal wear and tear) and suitable for the purposes for which they are presently used. (d) All tangible assets which are leased by the Company or any of its Subsidiaries that are material to the functioning of the businesses of the Company and its Subsidiaries have been maintained with the manufacturers' standards and specifications required by each such lease such that, at each such termination of the lease, such assets can be returned to their owner without any further material obligation on the part of the Company or any of its Subsidiaries with respect thereto.

  • Agreement Exceptions/Deviations Explanation If the proposing Vendor desires to deviate form the Vendor Agreement language, all such deviations must be listed on this attribute, with complete and detailed conditions and information included. TIPS will consider any deviations in its proposal award decisions, and TIPS reserves the right to accept or reject any proposal based upon any deviations indicated below. In the absence of any deviation entry on this attribute, the proposer assures TIPS of their full compliance with the Vendor Agreement.

  • Permitted Exceptions The Property shall be conveyed subject to the matters which are, or are deemed to be, Permitted Exceptions pursuant to Article II hereof (herein referred to collectively as the “Permitted Exceptions”).

  • Title Exceptions To the best of Borrower’s knowledge after due inquiry and investigation, none of the items shown in the schedule of exceptions to coverage in the title policy issued to and accepted by Lender contemporaneously with the execution of this Loan Agreement and insuring Lender’s interest in the Mortgaged Property will have a Material Adverse Effect on the (a) ability of Borrower to pay the Loan in full, (b) ability of Borrower to use all or any part of the Mortgaged Property in the manner in which the Mortgaged Property is being used on the Closing Date, except as set forth in Section 6.03, (c) operation of the Mortgaged Property, or (d) value of the Mortgaged Property.

  • Exceptions Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement: