Additionally, Sublicensor shall i transfer to Sublicensee any Third Party contracts, or relevant portion thereof, into which SLX has entered regarding a Program Asset Product and which have been transferred to Sublicensor, or ii assist Sublicensee in establishing an independent contractual relationship with such Third Parties.
In addition, upon the reasonable request of SLX or Sublicensor, Sublicensee shall, and shall cause its Affiliates and sublicensees to, provide reasonable assistance. Sublicensee acknowledges that Sublicensor has certain reporting obligations to SLX under the Main License Agreement and shall provide such access as is necessary as to allow Sublicensor meet such obligations.
Sublicensee shall make such Program Payments to Stockholder Representative in accordance with the provisions set forth in Article 5 hereof. Sublicensee shall pay to Sublicensor such amounts as are contemplated by Article V of this Agreement. Subject to the provisions of Article 5 hereof and of the Main License Agreement, SLX shall remain responsible for the payment of royalties and other payment obligations, if any, due to Third Parties under any Sublicensed IP which has been licensed to SLX and is sublicensed to Sublicensee hereunder, including any payments due under existing Third Party license agreements.
Except as otherwise provided in this Agreement, Sublicensee shall make all payments i that are due under Section 4. With respect to any sublicense related Program Payments arising under Section 7. With respect to any remaining Sublicense Revenue after giving effect to the payment under Section 5. With respect to any remaining Net Sales after giving effect to the payment under Section 5. All calculations made to determine the payment Program Payments shall be made in accordance with the Merger Agreement, and any other payments otherwise due under.
Eastern Edition , on the date of the occurrence of the applicable event or, as applicable, on the last Business Day of the period to which such payment pertains. SLX and Sublicensor shall each bear any and all taxes levied on account of any payment received by SLX and Sublicensor, respectively, under this Agreement.
In the event that Sublicensee is required, under Applicable Laws, to withhold any deduction or tax from any payment due to SLX or Sublicensor under this Agreement, such amount shall be deducted from the payment to be made by Sublicensee and paid to the proper taxing authority; provided , however , that Sublicensee shall take reasonable and lawful actions to avoid and minimize such withholding and promptly notify SLX or Sublicensor, as applicable, so that SLX or Sublicensor may take lawful actions to avoid and minimize such withholding.
Sublicensee shall promptly furnish SLX and Sublicensor, as applicable, with copies of any tax certificate or other documentation evidencing such withholding as necessary to satisfy the requirements of the relevant Governmental Authority related to any application by SLX or Sublicensor for foreign tax credit for such payment.
Each Party agrees to cooperate with the other Party in claiming exemptions from such deductions or withholdings under any agreement or treaty from time to time in effect. Notwithstanding anything to the contrary contained in this Agreement, Sublicensor and Sublicensee agree that, for tax purposes, Sublicensee shall treat all payments payable to the Stockholder Representative under Article 5 of this Agreement as being made directly to the Stockholder Representative and not as payments made to Sublicensor or SLX or its Affiliates.
Neither Sublicensor nor Sublicensee or any of their Affiliates nor any sublicensee shall take any tax position inconsistent with such treatment. Torvalds shall undertake or have any obligation of any type or quality to assist Sublicensee obtain, maintain or defend any such rights Sublicensee may have or attain.
Neither the Linux Foundation nor Mr. Torvalds makes any representation that the Linux Foundation will not grant another sublicense to another sublicensee for use of the Trademark in a manner that is the same or similar to the Sublicensee Mark, nor shall the Linux Foundation or Mr. Torvalds have any obligation to use or exercise any efforts, reasonable or otherwise, to determine whether a sublicense has been granted that is the same or similar to the Sublicensee Mark.
Further, neither the Linux Foundation nor Mr. Torvalds shall have any obligation to mediate, resolve, or otherwise involve themselves or become involved in any dispute involving the Sublicensee Mark including, without limitation, disputes involving potentially conflicting uses.
Sublicensee hereby agrees to indemnify and hold harmless the Linux Foundation and Mr. Torvalds from any claims and costs arising out of such disputes involving Sublicensee relating to this Sublicense or the Sublicensee Mark, whether between Sublicensee and any other sublicensee s or between Sublicensee and other person s claiming rights in the Trademark or the Sublicensee Mark anywhere in the world.
This Sublicense and the rights granted hereunder are perpetual and shall remain in force from the Effective Date, subject to the termination provisions herein. Sublicensee agrees to use reasonable efforts to notify the Linux Foundation promptly, via its website, of any cessation of use by Sublicensee of the Sublicensee Mark.
Immediately upon termination of this Sublicense for any reason, Sublicensee shall cease and discontinue completely and permanently use of the Sublicensee Mark in commerce, except as may be permitted under the doctrine of fair use or its equivalent in any particular jurisdiction.
The following provisions shall survive termination of this Sublicense for any reason: this Section 2. Recognizing that there may be space limitations, any reasonable facsimile of this language may be used as a substitute where made necessary by such space limitations.
In case of doubt as to the proper shortened form, exemplars should be submitted to the Linux Foundation. The Linux Foundation shall have a reasonable right to request copies of and to inspect products and advertising distributed by Sublicensee as an aid to enforcing its Trademark and its rights hereunder, as a part of policing the Trademark.
Licensor represents and warrants that it has no knowledge or belief , direct or indirect , that either the Inventors or the Licensor has any plan or intention to terminate the Sublicense Agreement and agrees to immediately notify Licensee in the event that it becomes aware of any such plan or intention. Licensor further agrees to take all reasonable steps to prevent termination of the Sublicense Agreement.
Licensor acknowledges that if either such party does terminate the Sublicense Agreement during the term of this Agreement then Licensor will be subject to the Penalty Payment , as set forth in Section 6. In the event that the Acrux License Assignment Consent has not been obtained as of the Closing, the Seller shall grant to the Acquiror an exclusive sublicense under the Licensed Intellectual Property as defined in the Acrux License pursuant to , and upon the terms and subject to the conditions set forth in, the Sublicense Agreement, effective as of the Closing.
Neustar shall enter into a written agreement with Neustar Sublicense Customers for the sublicensing of the Licensed Patents pertaining to the Field of Use.
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