Exclusive Owner Sample Clauses

Exclusive Owner. Seller represents and warrants that Seller is the exclusive owner of the Goods, or otherwise has the legal right and power to grant to Buyer and its affiliates the License granted hereunder without violating any rights of any third party.
Sample 1Sample 2
AutoNDA by SimpleDocs
Exclusive Owner. Licensor is duly authorized to grant the licenses, covenants and other rights hereunder. Licensee acknowledges that Licensor or its Affiliates are the sole and exclusive owners of the Licensed Mxxx, the Phase-Out M&E Licensed Mxxx, the Amex Trademarks, and the Licensed Domain Names and Licensor and its Affiliates retain all right, title and interest associated therewith. Licensee shall execute any documents requested by Licensor to confirm Licensor’s ownership of its rights in and to the Licensed Mxxx, the Phase-Out M&E Licensed Mxxx, the Amex Trademarks and the Licensed Domain Names. Licensee shall not gain any right, title or interest therein or thereto by virtue of this limited license or any use thereby. All goodwill associated with the use of the Licensed Mxxx and the Phase-Out M&E Licensed Mxxx shall inure to the sole benefit of Licensor or its Affiliates.
Sample 1
Exclusive Owner. Corporation acknowledges that Knights of Columbus is the exclusive owner of the registered and unregistered trademarks and service marks of Knights of Columbus, including, without limitation, the name and xxxx “KNIGHTS OF COLUMBUS,” “K of C,” and the “K of C DESIGN EMBLEM” (collectively “Marks”). Corporation shall not use, and hereby acknowledges that it has no right to use, the Marks in any manner whatsoever, including without limitation, in its corporate or entity name, signage, or in connection with the promotion of any product or service, on its website, on any social media platform, or with respect to any third-party activities, including, but not limited to, third-party rentals of Corporation’s facilities.
Sample 1
Exclusive Owner. Landlord acknowledges that Knights of Columbus, a Connecticut non-stock corporation (“Knights of Columbus”), which received its corporate charter from the General Assembly of the State of Connecticut in 1882, the year of its founding, is the exclusive owner of the registered and unregistered trademarks and service marks of Knights of Columbus, including the name and xxxx “KNIGHTS OF COLUMBUS,” “K of C,” and the “K of C DESIGN EMBLEM” (collectively, the “Marks”). Landlord shall not use, and has no right to use, the Marks in any manner whatsoever, including in its corporate or entity name, signage, or in connection with the promotion of any product or service, on its website, on any social media platform, or with respect to any third-party activities, including third-party rentals of Landlord’s facilities.
Sample 1
Exclusive Owner. Each Contributor represents and warrants to the Company that the Contributor is the owner of, and/or can grant exclusive right, title and interest in and to, each of the Transferred Rights transferred by the Company hereunder and that none of the Transferred Rights are subject to any dispute, claim, prior license or other agreement, assignment, lien or rights of any third party, or any other rights that might interfere with the Company’s use, or exercise of ownership of, any of the Transferred Rights. Each Contributor further represents and warrants to the Company that the Transferred Rights are free of any claim of any third party, and that the Contributor is not aware of any claims by any third party to any rights of any kind in or to any of the Transferred Rights. The Contributor agrees to immediately notify the Company upon becoming aware of any such claims. Each Contributor further represents and warrants to Assignee as of the Agreement Date that: a) no objection to the Transferred Rights have been made; b) no payment or other distribution has been received by or on behalf of the Contributor in full or partial satisfaction of the Transferred Rights; c) the Contributor has not previously sold, assigned or pledged the Transferred Rights, in whole or in part, to any party; d) the Contributor owns and has good and marketable title to the Transferred Rights, free and clear of any and all liens, claims, security interests, participations, or encumbrances of any kind or nature whatsoever; e) the Contributor has not signed any agreements or instruments with respect to the Transferred Rights other than those agreements referenced in the proof of claim or otherwise comprising the basis for the Claim; and f) the Contributor has not received any written notice that the Transferred Rights is void or voidable or subject to any disallowance, reduction, impairment or objection of any kind.
Sample 1

Related to Exclusive Owner

  • Exclusive Negotiations The State will not bargain collectively or meet with any employee organization other than MSEA-SEIU with reference to terms and conditions of employment of employees covered by this Agreement. If any such organizations request meetings they will be advised by the State to transmit their requests concerning terms and conditions of employment to MSEA-SEIU.

  • Exclusive Rights Enter into or amend any agreements pursuant to which any other party is granted exclusive marketing or other exclusive rights of any type or scope with respect to any of its products or technology;

  • Exclusive Property The Executive confirms that all protected information is and shall remain the exclusive property of the Company Group. All business records, papers and documents kept or made by the Executive relating to the business of the Company shall be and remain the property of the Company Group.

  • Exclusive Agreement This is the entire Agreement between Contractor and Client.

  • Exclusive Dealing (a) From and after the date hereof until the earlier of the Effective Time or the Termination Date, if any, the Company shall not take, and shall not permit any of its Subsidiaries, and its and their respective officers, directors or employees to take, and shall use its reasonable best efforts to cause its Representatives not to take, any action to solicit, encourage, initiate or engage in discussions or negotiations with, or provide any information to or enter into any agreement with any Person or facilitate, any inquiries or submission of proposals or offers from any Person (other than Parent, Merger Sub and/or their respective Affiliates) concerning any Alternative Transaction. The Company shall, and shall cause each of its Subsidiaries to, immediately cease and cause to be terminated any existing activities, discussions or negotiations by the Company, any Subsidiary of the Company or any Representative of the Company or its Subsidiaries with any Persons (other than Parent and Merger Sub) conducted heretofore with respect to any Alternative Transaction and request from each Person that has executed a confidentiality agreement with the Company in connection with an Alternative Transaction the prompt return or destruction of all confidential information previously furnished to such Person or its representatives and terminate access by each such Person and its representatives to any online or other data rooms containing any information in respect of the Company or any of its Subsidiaries. In addition, the Company shall not, and shall cause its Subsidiaries and its and their respective Representatives not to take any action to exempt any Person (other than Parent or its Subsidiaries) or any action taken by any such Person from any state takeover statute or similarly restrictive provisions of the Company Organizational Documents, or except with respect to Parent and its Affiliates, grant any waiver or release under, or terminate, amend or otherwise modify any standstill, confidentiality or similar agreement with respect to any equity or debt securities of the Company or any of its Subsidiaries, or otherwise take any action that would render the provisions thereof ineffective. Notwithstanding the foregoing, the Company may respond to any unsolicited proposal regarding an Alternative Transaction by indicating that the Company is subject to a definitive agreement regarding a transaction and, except as provided in such definitive agreement, is unable to provide any information related to the Company or any of its Subsidiaries or entertain any proposals or offers or engage in any negotiations or discussions concerning an Alternative Transaction for as long as such definitive agreement remains in effect. Except as expressly permitted by this Section 5.4, in no event shall the Company endorse, recommend, make a public statement or support in any manner any Alternative Transaction, other than the transactions contemplated by this Agreement.

  • Exclusive License Licensor hereby grants to Licensee and Licensee hereby accepts from Licensor, upon the terms and conditions herein specified, a sole and exclusive license under the Licensed Patent Rights in the Territory, and in the Field of Use to develop, make, have made, import, have imported, use, offer to sell, sell, and otherwise commercialize Licensed Product(s).

  • Exclusive Use (A) After the Occupancy Date, Lessee expressly agrees and warrants that the Leased Premises will be used exclusively as a Champps Restaurant or other casual dining sit-down restaurant. In any other such case, after obtaining Lessor's prior written consent, such consent not to be unreasonably withheld or delayed, Lessee may conduct any lawful business from the Leased Premises. Lessee acknowledges and agrees that any other use without the prior written consent of Lessor will constitute a default under and a violation and breach of this Lease. Lessee agrees: To open for business within a reasonable period of time after completion of construction of the contemplated Improvements; to operate all of the Leased Premises during the Term or Renewal Terms during regular and customary hours for businesses similar to the permitted exclusive use stated herein, unless prevented from doing so by causes beyond Lessee's control or due to remodeling; and to conduct its business in a professional and reputable manner.

  • Contract Rights Not Exclusive The rights to payment of Indemnifiable Amounts and advancement of Indemnifiable Expenses provided by this Agreement shall be in addition to, but not exclusive of, any other rights which Indemnitee may have at any time under applicable law, the Company’s Certificate of Incorporation or By-laws, or any other agreement, vote of stockholders or directors (or a committee of directors), or otherwise, both as to action in Indemnitee’s official capacity and as to action in any other capacity as a result of Indemnitee’s serving as a director or officer of the Company.

  • Exclusive License Grant Subject to the terms and conditions of this Agreement (including Section 3.5.1 (Takeda Retained Rights)), Takeda hereby grants to Licensee an exclusive, sublicensable (subject to Section 3.3 (Sublicensing)), royalty-bearing right and license under the Takeda Technology and Takeda’s interest in the Joint Technology to Exploit the Licensed Compounds and Licensed Products in the Field in the Licensee Territory.

  • Assignments, Successors, and No Third-Party Rights Neither party may assign any of its rights under this Agreement without the prior consent of the other parties, which will not be unreasonably withheld, except that Buyer may assign any of its rights under this Agreement to any Subsidiary of Buyer. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of the parties. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement. This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the parties to this Agreement and their successors and assigns.

Time is Money Join Law Insider Premium to draft better contracts faster.