Sub-Licensing for Affiliated Entities Sample Clauses

Sub-Licensing for Affiliated Entities. When granting any Access Rights under this PCA, each Party hereby grants, or shall cause any Affiliated Entities owning any Background and/or Results to grant, to any other Party, a royalty-free and fully paid up sub-license right, on any Access Rights to which such Party is granted Access Rights under this PCA, solely and exclusively for the benefit of such Party’s Affiliated Entities, and subject to the condition that such Affiliated Entity undertakes to grant Access Rights to Background or Results, if it owns any in accordance with Section 8.3.1, to all Parties and their Affiliated Entities (subject to such other Affiliated Entities also having accepted the same obligations), on terms identical to Access Rights granted under this PCA by the Parties hereto. In sub-licensing any Access Rights to its Affiliated Entities, each Party shall ensure that its Affiliated Entities are bound by the relevant and applicable rights and obligations provided in this PCA, including without limitation appropriate undertaking as to Confidentiality but excluding obligations to implement the Action and to provide Action deliverables. Access Rights granted to any Affiliated Entity are subject to the conditions attached to the Party granting such sub-license (if any) and subject to continuation of the Access Rights of the Party to which it is affiliated, and shall automatically terminate upon termination of the Access Rights granted to such Party, without affecting the Access Rights granted by, of on behalf, of such Affiliated Entity. For the avoidance of doubt, this Section 9.5 of this PCA is intended to confer a benefit on Affiliated Entities of the Parties by affording them the opportunity to obtain Access Rights, but it shall not oblige any Affiliated Entity of any Party to accept the granting of any Access Rights to it.
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Sub-Licensing for Affiliated Entities. When granting any Access Rights under this CA, each Party hereby grants, or shall cause any Affiliated Entities owning any Background and/or Results to grant, any other Party, a royalty-free and fully paid up sub-license right, on any Access Rights to which such Party is granted Access Rights under this CA, solely and exclusively for the benefit of such Party’s Affiliated Entities. In sub-licensing any Access Rights to its Affiliated Entities, each Party shall ensure that its Affiliated Entities are bound by the relevant and applicable rights and obligations provided under or pursuant to this CA, including without limitation appropriate undertaking as to confidentiality but excluding obligations to implement the Action and to provide Action deliverables. Access Rights granted to any Affiliated Entity are subject to the conditions attached to the Party granting such sub-licence and subject to continuation of the Access Rights of the Party to which it is affiliated, and shall automatically terminate upon termination of the Access Rights granted to such Party. For the avoidance of doubt, this Section 9.5 of this CA is intended to confer a benefit on Affiliated Entities of the Parties by affording them the opportunity to obtain Access Rights, but it shall not oblige any Affiliated Entity of any Party to accept the granting of any Access Rights.
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Related to Sub-Licensing for Affiliated Entities

  • Affiliated Entities As used in this Agreement, "Company" shall include the Company and each corporation, limited liability company, partnership, or other entity that is controlled by the Company, or is under common control with the Company (in each case "control" meaning the direct or indirect ownership of 50% or more of all outstanding equity interests), provided, however, that the Executive's title need not be identical for each of the affiliated entities nor the same as that for the Company.

  • Services to Other Clients; Certain Affiliated Activities (a) The relationship between the Asset Manager and the Series is as described in this Agreement and nothing in this Agreement, none of the services to be provided pursuant to this Agreement, nor any other matter, shall oblige the Asset Manager to accept responsibilities that are more extensive than those set forth in this Agreement. (b) The Asset Manager’s services to the Series are not exclusive. The Asset Manager may engage in other activities on behalf of itself, any other Managing Party and other clients (which, for the avoidance of doubt, may include other series of the Company). The Series acknowledges and agrees that the Asset Manager may, without prior notice to the Series, give advice to such other clients. The Asset Manager shall not be liable to account to the Series for any profits, commission or remuneration made or received in respect of transactions effected pursuant to the Asset Manager’s advice to another client and nor will the Asset Manager’s fees be abated as a result.

  • Related Entities If Tenant is a legal entity, the transfer (by one or more transfers), directly or indirectly, by operation of law or otherwise, of a majority of the stock or other beneficial ownership interest in Tenant or of all or substantially all of the assets of Tenant (collectively “Ownership Interests”) shall be deemed a voluntary assignment of this Lease; provided, however, that the provisions of this Article 13 shall not apply to the transfer of Ownership Interests in Tenant if and so long as Tenant is publicly traded on a nationally recognized stock exchange. For purposes of this Article, the term “transfers” shall be deemed to include (x) the issuance of new Ownership Interests which results in a majority of the Ownership Interests in Tenant being held by a person or entity which does not hold a majority of the Ownership Interests in Tenant on the Effective Date and (y) except as provided below, the sale or transfer of all or substantially all of the assets of Tenant in one or more transactions and the merger or consolidation of Tenant into or with another business entity. Notwithstanding the foregoing, the prior consent of Landlord shall not be required with respect to an assignment or sublease to a Related Entity, or to a business entity into or with which Tenant is merged or consolidated, or to which all or substantially all of Tenant’s assets or all or substantially all of Tenant’s stock are transferred, so long as (i) such transfer was made for a legitimate independent business purpose and not for the purpose of transferring this Lease, (ii) the sublessee or assignee (as applicable) has a Net Worth at least equal to the Net Worth of Tenant as of the Effective Date, and (iii) proof satisfactory to Landlord of such Net Worth is delivered to Landlord at least ten (10) days prior to the effective date of any such transaction (or promptly thereafter if prior notice is prohibited by any applicable Requirements). Notwithstanding the foregoing, if any Tenant hereunder succeeds to the interest of Tenant in this Lease in violation of the terms and conditions of this Lease, such Tenant shall have no right to assign this Lease or sublease all or any portion of the Premises without Landlord’s prior written consent notwithstanding the provisions of this Section 13.6.

  • Sales to Affiliates No securities of the Company have been sold by the Company or by or on behalf of, or for the benefit of, any person or persons controlling, controlled by, or under common control with the Company from its inception through and including the date hereof, except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus.

  • Affiliated Company Affiliated Company" of any Person means any entity that controls, is controlled by, or is under common control with such Person. As used herein, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise.