Assignments and Sublicenses; Remedies for Improper Use Sample Clauses

Assignments and Sublicenses; Remedies for Improper Use. Cognizant and ACNielsen agree that any form of transfer of, or grant of rights in or to, any trademark or service mark (xxether registered or not) incorporating, referring to or derived from the "NIELSEN" name or "split-N" symbol by either Cognizant or ACNielsen (the "Granting Party") to a non- party to this Agreement shall be made explicitly subject to all pertinent provisions of Article III of this Agreement concerning the Granting Party's own use of any such trademark or service mark, xxd notice shall be given by the Granting Party to the Party other than the Granting Party (the "Interested Party") of any such transfer or grant of rights. Any such grant of rights that is not an outright transfer, assignment, sale or disposition 10 10
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Assignments and Sublicenses; Remedies for Improper Use. Cognizant and ACNielsen agree that any form of transfer of, or grant of rights in or to, any trademark or service mark (xxether registered or not) incorporating, referring to or derived from the "NIELSEN" name or "split-N" symbol (including, but not limited to, all rights received by either Cognizant or ACNielsen pursuant to license from the LLC) by either Cognizant or ACNielsen (the "Granting Party") to a non-party to this Agreement shall be made explicitly subject to all pertinent provisions of Article III of this Agreement concerning the Granting Party's own use of any such trademark or service mark, xxd notice shall be given by the Granting Party to the Party other than the Granting Party (the "Interested Party") of any such transfer or grant of rights. Any such grant of rights that is not an outright transfer, assignment, sale or disposition of all of the Granting Party's rights and interests in any such trademark or service mark, xxcluding any sub-license, consent or permission to use, to a non-party to this Agreement (a "Grantee") shall be pursuant to a written instrument that shall both (a) explicitly bind the Grantee to all pertinent provisions of this Agreement restricting the Granting Party's own use of any such trademark or service mark, xxd (b) explicitly provide that the Granting Party may revoke the grant of rights, in its sole discretion, upon not more than thirty days' notice to the Grantee. It shall be the obligation of the Granting Party to use its best efforts to police the use made of any such trademark or service mark xx a Grantee. If the Granting Party reasonably believes that a Grantee is using any such trademark or service mark xx a manner that is (c) inconsistent with the terms of this Agreement or (d) injurious to the high standards and reputation for quality associated with the "NIELSEN" name (an "Improper Use"), the Granting Party shall promptly so notify both the Grantee and the Interested Party. If the Grantee does not thereafter correct or terminate the Improper Use within 10 10
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Related to Assignments and Sublicenses; Remedies for Improper Use

  • REMEDIES UPON BREACH OF REPRESENTATIONS AND WARRANTIES MADE BY SELLER 5.1 It is hereby acknowledged that Seller shall make for the benefit of the Trustee on behalf of the holders of the Certificates, whether directly or by way of Purchaser’s assignment of its rights hereunder to the Trustee, the representations and warranties set forth on Exhibit 2 hereto (each as of the date hereof unless otherwise specified).

  • Representations and Warranties Remedies and Breach 18 ARTICLE IV....................................................................35

  • Section 510 Rights and Remedies Cumulative Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

  • Representations Warranties and Covenants Remedies for Breach Subsection 7.01 Representations and Warranties Regarding Individual Mortgage Loans.

  • Survival of Agreements, Representations and Warranties, etc All representations and warranties contained herein shall survive the execution and delivery of this Agreement.

  • Survival of Agreements, Representations and Warranties All agreements, representations and warranties contained herein or made in writing by or on behalf of the Company or the Subscriber, as the case may be, in connection with the transactions contemplated by this Agreement shall survive the execution and delivery of this Agreement and the sale and purchase of the Shares and payment therefor.

  • Remedies for Breach of Representations and Warranties of the Assignor The Assignor hereby acknowledges and agrees that in the event of any breach of the representations and warranties made by the Assignor set forth in Section 4 hereof that materially and adversely affects the value of the Mortgage Loans or the interest of the Assignee or the Trustee therein, within sixty (60) days of the earlier of either discovery by or notice to the Assignor of such breach of a representation or warranty, it shall cure, purchase, cause the purchase of, or substitute for the applicable Mortgage Loan in the same manner and subject to the conditions set forth in Section 2.03 of the Standard Terms to the Trust Agreement with respect to the Assignee’s obligations to provide certain representations and warranties for the Mortgage Loans.

  • Representations Warranties and Covenants of the Seller Remedies for Breach Section 9.01 Representations and Warranties Regarding the Seller........... Section 9.02 Representations and Warranties Regarding Individual Mortgage Loans............................................... Section 9.03

  • Remedies for Breach of Representations and Warranties of the Servicer It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each Closing Date and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the Owner. Upon discovery by either the Servicer or the Owner of a Breach of any of the foregoing representations and warranties which materially and adversely affects the ability of the Servicer to perform its duties and obligations under this Agreement or otherwise materially and adversely affects the value of the Mortgage Loans, the Mortgaged Property or the priority of the security interest on such Mortgaged Property or the interest of the Owner (in the case of any of the foregoing, a "Breach"), the party discovering such Breach shall give prompt written notice to the other. Within 60 days of the earlier of either discovery by or notice to the Servicer of any Breach of a representation or warranty set forth in Section 6.01 which materially and adversely affects the ability of the Servicer to perform its duties and obligations under this Agreement or otherwise materially and adversely affects the value of the Mortgage Loans, the Mortgaged Property or the priority of the security interest on such Mortgaged Property, the Servicer shall use its Best Efforts promptly to cure such Breach in all material respects and, if such Breach cannot be cured, the Servicer shall, at the Owner's option, assign the Servicer's rights and obligations under this Agreement (or respecting the affected Mortgage Loans) to a successor servicer, subject to the approval of the Owner, which approval shall be in the Owner's sole discretion. Such assignment shall be made in accordance with Section 10.01. In addition, the Servicer shall indemnify the Owner and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach of the Servicer representations and warranties contained in this Agreement. Any cause of action against the Servicer relating to or arising out of the Breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach by the Servicer or notice thereof by the Owner to the Servicer, (ii) failure by the Servicer to cure such Breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner for compliance with this Agreement.

  • Survival of Agreement, Representations and Warranties, etc All warranties, representations and covenants made by the Borrower herein or in any certificate or other instrument delivered by it or on its behalf in connection with this Agreement shall be considered to have been relied upon by the Administrative Agent and the Lenders and shall survive the making of the Loans herein contemplated and the issuance and delivery to the Administrative Agent of the Notes regardless of any investigation made by the Administrative Agent or the Lenders or on their behalf and shall continue in full force and effect so long as any amount due or to become due hereunder is outstanding and unpaid and so long as the Commitment has not been terminated. All statements in any such certificate or other instrument shall constitute representations and warranties by the Borrower hereunder.

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