Transfer by Licensor Sample Clauses

Transfer by Licensor. Licensor shall have the right to transfer or assign all or any part of its rights or obligations herein to any person or legal entity. If Licensor's assignee assumes all of the obligations of Licensor under this Agreement and sends written notice of the assignment so attesting, Licensee shall promptly execute a general release of Licensor, and any subsidiaries, partners, and Affiliates of Licensor, from claims against or liabilities of Licensor or such subsidiaries, partners, or Affiliates of Licensor to the extent that they arise under this Agreement.
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Transfer by Licensor. In the event of the transfer and assignment by Licensor of its interest in this License and in the Store to a person expressly assuming Licensor's obligations under this License, Licensor shall thereby be released from any further obligations hereunder, and Licensee agrees to look solely to such successor in interest of Licensor for performance of such obligations. Any security given by Licensee to secure performance of Licensee's obligations hereunder may be assigned and transferred by Licensor to such successor in interest, and Licensor shall thereby be discharged of any further obligation relating thereto.
Transfer by Licensor. 14.1 Licensor may not make any sale, lease, license or transfer of any Site, unless such sale, lease, license or transfer is subject to the terms and conditions of this Agreement and the applicable SLA. Licensee's rights hereunder are not exclusive, and Licensor may grant to others rights in any Site coextensive with those of Licensee, so long as such other person or entity does not unreasonably interfere with the exercise by Licensee of the rights granted to it under this Agreement and any SLA.
Transfer by Licensor. Licensor shall have the right to Transfer all or any part of its rights or obligations herein to any person or legal entity.
Transfer by Licensor. This Agreement may be unilaterally assigned by Licensor and shall inure to the benefit of its successors and assigns. Licensee agrees and affirms that Licensor may sell itself, its assets, the Marks and/or the Bad Daddy’s System to a third-party; may go public; may engage in private placement of some or all of its securities; may merge, acquire other Entities, or be acquired by another Entity; and/or may undertake a refinancing, recapitalization, leveraged buyout or other economic or financial restructuring. Licensee further agrees and affirms that Licensor has the right, now or in the future, to purchase, merge, acquire or affiliate with an existing competitive or noncompetitive franchisee network, chain or any other business regardless of the location of that chain’s or business’ facilities, and to operate, franchise or license those businesses and/or facilities under the Marks or any other marks following Licensor’s purchase, merger, acquisition or affiliation, regardless of the location of these facilities, which Licensee acknowledges may be proximate to any of its Restaurants, but subject to Section 3.3 hereof; provided, that any use of the Marks in connection with the conversion of a restaurant to a Bad Daddy’s Restaurant that is located in the Licensed Territory or in the Area of Responsibility during the period in which Licensee has exclusive rights thereto hereunder shall require the prior written consent of Licensee. With regard to any of the above sales, assignments and dispositions, Licensee expressly and specifically waives any claims, demands or damages arising from or related to the loss of Licensor’s name, the Marks (or any variation thereof) and the Bad Daddy’s System and/or the loss of association with or identification of Licensor under this Agreement.
Transfer by Licensor. 14.1 This Licensing Agreement shall inure to the benefit of the successors and assigns of Licensor. Licensor shall have the right to sell, assign, transfer or otherwise dispose of or deal with any or all of its rights and obligations under this Licensing Agreement to any individual, firm, association, bank, lending institution, corporation or other third party as it may in its sole discretion deem appropriate. In the event of any such transfer, Licensor shall be released from any liability under this Licensing Agreement for the obligations transferred, except to the extent that such obligations relate to periods prior to such transfer.
Transfer by Licensor. Licensor may, at its option, transfer its interest in the Licensor Intellectual Property or this Agreement; provided, however, that Licensor shall not transfer any interest in the Licensor Intellectual Property unless the transferee agrees to be bound by the terms of this Agreement.
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Transfer by Licensor. Provided that the transferee is capable of performing the obligations under this Agreement and the Strategic Partnership Agreement, and has agreed to be bound by the terms of the Strategic Partnership Agreement, Licensor shall have the right to directly or indirectly sell, assign, transfer, mortgage, pledge, charge or otherwise dispose of, encumber or deal with any or all of its rights and obligations under this Agreement to any individual, firm, association, bank, lending institution, corporation or other third party as it may in its discretion deem appropriate. Licensor shall have the right to appoint an area representative to deal with or carry out any or all of Licensor’s obligations to Sub-Licensee under this Agreement on Notice to Sub-Licensee.
Transfer by Licensor. The Licensor shall have the right to assign this Agreement, and all of its rights and privileges hereunder, to any person, firm, corporation or other entity provided that, with respect to any assignment resulting in the subsequent performance by the assignee of the functions of the Licensor, (i) the assignee shall, at the time of such assignment, be capable of performing the obligations of the Licensor hereunder, and (ii) the assignee shall expressly assume and agree to perform such obligations. Marco's Mexican Restaurants, Inc. LA [ ] Please initial after reading this page.

Related to Transfer by Licensor

  • Termination by Licensee 10.1. Licensee will have the right at any time to terminate this Agreement in whole or as to any portion of Patent Rights or Property Rights by giving notice in writing to The Regents. Such Notice of Termination will be subject to Article 20. (Notices) and termination of this Agreement in whole or with respect to any portion of the Patent Rights or Property Rights will be effective 60 days after the effective date thereof.

  • Termination by Licensor Licensor, at its option, may immediately terminate the Agreement, or any part of Licensed Subject Matter, or any part of Field of Use, or any part of Territory, or the exclusive nature of the license grant, upon delivery of written notice to Licensee of Licensor’s decision to terminate, if any of the following occur:

  • By Licensor Licensor represents and warrants that:

  • Sublicense Grant Licensee will be entitled to grant Sublicenses to third parties under the license granted pursuant to Section 2.1 subject to the terms of this Section 2.3. Any such Sublicense shall be on terms and conditions in compliance with and not inconsistent with the terms of this Agreement. The grant of a Sublicense shall not in any way diminish or alter Licensee’s obligations under this Agreement.

  • Exclusive License Grant Subject to the terms and conditions of this Agreement, Licensee hereby grants to Takeda an exclusive, sublicensable (subject to Section 3.3 (Sublicensing)), royalty-bearing right and license under the Licensee Technology and Licensee’s interest in the Joint Technology to Exploit the TAK-385 Licensed Compound and TAK-385 Licensed Products in the Field in the Takeda Territory.

  • By Licensee Licensee shall defend, indemnify, and hold harmless Licensor, the REGENXBIO Licensors, and their respective shareholders, members, officers, trustees, faculty, students, contractors, agents, and employees (individually, a “Licensor Indemnified Party” and, collectively, the “Licensor Indemnified Parties”) from and against any and all Third Party liability, loss, damage, action, claim, fee, cost, or expense (including attorneys’ fees) (individually, a “Third Party Liability” and, collectively, the “Third Party Liabilities”) suffered or incurred by the Licensor Indemnified Parties from claims of such Third Parties that result from or arise out of: [*]; provided, however, that Licensee shall not be liable for claims to the extent based on any breach by Licensor of the representations, warranties, or obligations of this Agreement or the gross negligence or intentional misconduct of any of the Licensor Indemnified Parties. Without limiting the foregoing, Licensee must defend, indemnify, and hold harmless the Licensor Indemnified Parties from and against any Third Party Liabilities resulting from:

  • Know-How Transfer As and when required in relation to a COVID R&D Plan (and from time to time during the Term if new Know-How within the CureVac Know-How comes to be Controlled by CureVac) or as soon as reasonably practicable upon GSK’s request, CureVac shall disclose and/or deliver to GSK copies of all Development Data and the CureVac Know-How that is reasonably required for GSK’s Development activities in accordance with the COVID R&D Plan (including for regulatory purposes) (“Development Transfer Materials”), with the exception, however, of all Know-How comprised in the CureVac Manufacturing Technology which shall be made available to GSK or its designee as set forth in Section 5.2.1. The technology transfer to be undertaken under this Section 4.7 shall be overseen by the Joint Steering Committee. Any transfer of Know-How pursuant to this Section 4.7 shall be carried out on the basis of a specific technology transfer plan determined in good faith by the Parties and reflected in a technology transfer addendum to this Agreement, detailing at least the following activities together with appropriate timelines: (i) the provision by CureVac of soft copies and, to the extent reasonably required by GSK, hard copies of all Development Transfer Materials; (ii) the procurement by CureVac of the services of such qualified and experienced scientists and technicians, production and quality assurance personnel, engineers, and quality checking personnel as may be reasonably necessary to support the transfer of the Development Transfer Materials. Until completion of the transfer of the Development Transfer Materials, CureVac shall build and maintain a secure, readable, accessible and complete repository of the Development Transfer Materials. ​

  • Sublicense (a) The license granted in Paragraph 2.1 includes the right of LICENSEE to grant Sublicenses to third parties during the Term but only for as long as the license to Patent Rights is exclusive.

  • Indemnification by Licensee Licensee shall defend, indemnify and hold harmless Licensor and its Affiliates, and their respective officers, directors, employees, agents, shareholders, successors and assigns, (collectively, the “Licensor Parties”) from and against any Action, and any and all direct losses suffered or incurred by Licensor in connection with any third party claims (a) arising out of or resulting from any breach by Licensee of any provision of this Agreement, (b) regarding the Content (other than Licensed Content) of the websites associated with Licensed Domain Names, or (c) regarding any Content that was subject to a request for removal by a Governmental Authority, even if Licensee removes such Content within the time period proscribed by the Governmental Authority, provided that, in all cases, Licensee shall not be liable for any direct losses suffered or incurred by Licensor as a result of Licensor’s failure to provide Licensee with a reasonable period of time to remove Content in cases where (i) the basis or nature of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate and (ii) Licensee has not also received notice from the Governmental Authority. Licensee’s obligation to indemnify Licensor shall be conditioned on (x) Licensor’s provision to Licensee of prompt notice of such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee in the defense and settlement of such an Action at Licensee’s cost; and (z) Licensee having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s prior written consent, not to be unreasonably withheld or delayed).

  • License Grant Subject to the terms and conditions of this Agreement, including the Retained Rights, Licensor hereby grants to Licensee an exclusive, sublicensable (as provided in Section 2.4 only), non-transferable (except as provided in Section 10.2), royalty-bearing, worldwide license, under the Licensed Patents to make, have made, use, import, sell, and offer for sale Licensed Products solely in the Field, including, for the avoidance of doubt, the right to conduct research and development.

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