BY MASTER LICENSEE Sample Clauses

BY MASTER LICENSEE. Master Licensee shall have the right to ------------------ terminate this Agreement if Company materially breaches any material provision of this Agreement and does not cure such breach or furnish evidence of diligent and continuing action undertaken by Company to cure such breach, within ninety (90) days after written notice of such breach is delivered to Company.
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BY MASTER LICENSEE. Master Licensee shall have the right to terminate this Agreement if (i) Master Licensee is legally prohibited from using the Marks or any substitute Marks incorporating the name "Days Inn" therein, (ii) Company violates Paragraph 14.1, or (iii) Company breaches any provision of this Agreement and does not cure such breach or furnish evidence of diligent and continuing action undertaken by Company to cure such breach, within ninety (90) days after written notice of such breach is delivered to Company.
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BY MASTER LICENSEE. Without prejudice to any other rights and remedies it may have, Master Licensee shall have the right to terminate this Agreement if (a) Company breaches any provision of this Agreement and does not cure such breach or furnish evidence of diligent and continuing action undertaken by Company to cure such breach, within ninety (90) days after written notice of such breach is delivered to Company; (b) Company has made any material misrepresentation or omission to Master Licensee upon which Master Licensee materially relied in making its decision to enter into this Agreement; and (c) Company suffers any bankruptcy, examinership, receivership, liquidation, dissolution, insolvency, or experiences an inability to pay debts as they become due or winding up of Company.
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BY MASTER LICENSEE. MASTER LICENSEE understands and acknowledges that the rights and duties this Agreement creates are personal to MASTER LICENSEE and its Owners and that LICENSOR has entered into this Agreement in reliance upon its perceptions of the individual or collective character, skill, aptitude, attitude, business ability, and financial capacity of MASTER LICENSEE and its Owners. Therefore, neither (i) this Agreement (or any right granted by or interest in this Agreement), (ii) any ownership or other interest in MASTER LICENSEE (including, but not limited to, the right to receive all or any part of MASTER LICENSEE's profits or losses) or its Owners (if such Owners are legal entities), (iii) all or substantially all of MASTER LICENSEE's assets, nor (iv) any interest of MASTER LICENSEE in or to a Sublicense Agreement may be transferred without LICENSOR's prior written approval. Any transfer without LICENSOR's approval is a breach of this Agreement and has no effect, meaning that MASTER LICENSEE will continue to be obligated to LICENSOR for all of its obligations under this Agreement. Despite the restrictions, in this Section 13.B., MASTER LICENSEE may transfer this Agreement to one of its Affiliates if the Affiliate has been capitalized with at least $10 Million Dollars (to be verified by MASTER LICENSEE in the manner LICENSOR reasonably requires), MASTER LICENSEE guarantees its Affiliate's performance of the obligations under this Agreement, and MASTER LICENSEE and its Affiliate sign the documents LICENSOR reasonably requires to effect the transfer of this Agreement to the Affiliate. MASTER LICENSEE shall notify LICENSOR, and send LICENSOR such information that LICENSOR requests regarding any proposed transfer, at least one hundred twenty (120) days before the transfer's proposed effective date (although this does not mean that LICENSOR has approved or must approve the proposed transfer) and shall reimburse LICENSOR for all reasonable expenses (including, without limitation, attorneys' fees) LICENSOR incurs in evaluating, documenting, and approving or disapproving a proposed transfer. As used in this Agreement, the term "transfer" includes, without limitation, whether voluntary, involuntary, direct, or indirect: an assignment, sale, gift, or other disposition; the grant of a mortgage, charge, lien, or security interest (including, without limitation, the grant of a collateral assignment); a merger or consolidation, issuance of additional ownership interests, or redempt...
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BY MASTER LICENSEE. Provided MASTER LICENSEE is in substantial compliance with this Agreement, MASTER LICENSEE may terminate this Agreement, effective thirty (30) days following its delivery of written notice of termination to LICENSOR, if LICENSOR commits a material breach of its obligations under this Agreement and fails to cure such breach within sixty (60) days after MASTER LICENSEE delivers notice of such breach to LICENSOR (or, if such breach cannot reasonably be cured within sixty (60) days, if LICENSOR fails to undertake within sixty (60) days after delivery of notice, and continue until completion, reasonable efforts to cure such breach). MASTER LICENSEE's termination of this Agreement other than as provided in this Section 14.A. shall be deemed a termination by MASTER LICENSEE without cause.
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Related to BY MASTER LICENSEE

  • Licensee Licensee represents and warrants that:

  • End User License Agreement This work is licensed under a Creative Commons Attribution-NonCommercial-NoDerivs 3.0 Unported License. xxxx://xxxxxxxxxxxxxxx.xxx/licenses/by-nc-nd/3.0/ You are free to: Share: to copy, distribute and transmit the work Under the following conditions: Attribution: You must attribute the work in the manner specified by the author (but not in any way that suggests that they endorse you or your use of the work).

  • Licensor any Person from whom a Grantor obtains the right to use any Intellectual Property. Lien: any Person’s interest in Property securing an obligation owed to, or a claim by, such Person, whether such interest is based on common law, statute or contract, including liens, security interests, pledges, hypothecations, statutory trusts, reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases, and other title exceptions and encumbrances affecting Property. Lien Waiver: an agreement, in form and substance satisfactory to Collateral Agent, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Collateral Agent to enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on the Collateral, agrees to hold any Documents in its possession relating to the Collateral as agent for Collateral Agent, and agrees to deliver the Collateral to Collateral Agent upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Collateral Agent’s Lien, waives or subordinates any Lien it may have on the Collateral, and agrees to deliver the Collateral to Collateral Agent upon request; and (d) for any Collateral subject to a Licensor’s Intellectual Property rights, the Licensor grants to Collateral Agent the right, vis-à-vis such Licensor, to enforce Collateral Agent’s Liens with respect to the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License.

  • Developer License We grant you a non-assignable, non-sublicensable, non-exclusive, worldwide right and license for the number of Developer(s) indicated in the Order Form to install the Software on any number of Machines in order to internally use the Software to create, develop and test Applications. For clarity, a single Software license may be re-allocated to another Developer in the event that the original Developer is no longer employed by you or has been assigned to a new role where access to the Software will no longer be required on a permanent basis.

  • Sublicensees Licensee shall have the full right (but not the obligation) to sublicense those rights granted to it under Section 2.1 to a Third Party (a “Sublicensee”); provided, however, that, prior to the payment of the first milestone pursuant to Section 7.2, Licensee may not grant any such sublicense to any contract research organization conducting Clinical Trials of Products or any Third Parties conducting contract Manufacturing activities without Licensee’s prior written notice (at least twenty (20) Business Days in advance) to Lilly, which shall include a description of the rights to be granted and the purpose therefor, the identity of the Third Party and the countries involved, and Lilly’s prior written consent, but such consent shall only be required (i) until such time as Licensee is the holder of record for the Regulatory Materials related to Taladegib and (ii) to the extent such organization is not performing services for Licensee as of the Effective Date; and provided further, that Licensee shall remain responsible for the performance by any of its Sublicensees. With respect to any Sublicensee granted a sublicense to any Commercialization rights hereunder, Licensee shall ensure that each of its Sublicensees accepts in writing all applicable terms and conditions of this Agreement, including the non-compete, reporting, audit, inspection and confidentiality provisions hereunder. Each Sublicensee shall also be prohibited from further sublicensing. For the avoidance of doubt, (a) Licensee will remain directly responsible for all amounts owed to Lilly under this Agreement, and (b) each Sublicensee is subject to the negative and restrictive covenants set forth in Sections 2.3.1 and 2.5, respectively. Licensee hereby expressly waives any requirement that Lilly exhaust any right, power or remedy, or proceed against a subcontractor, for any obligation or performance hereunder prior to proceeding directly against Licensee.

  • By Licensee Except for claims for which Oracle is obligated to indemnify Licensee under Section 7.2, Licensee shall defend, at Licensee's expense, any and all claims brought against Oracle, and shall pay all damages awarded by a court of competent jurisdiction, or such settlement amount negotiated by Licensee, arising out of or in connection with Licensee's reproduction, development or distribution of product(s) developed using the TCK. Licensee's obligation to provide a defense under this Section 7.5 shall arise provided that Oracle: (a) provides notice of the claim promptly to Licensee; (b) gives Licensee sole control of the defense and settlement of the claim; (c) provides to Licensee, at Licensee's expense, all available information, assistance and authority to defend; and (d) has not compromised or settled such proceeding without Licensee's prior written consent.

  • Sublicense Agreements Sublicenses shall be granted only pursuant to written agreements, which shall be subject and subordinate to the terms and conditions of this Agreement. Such Sublicense agreements shall contain, among other things, provisions to the following effect:

  • Licensee Data Licensee acknowledges and agrees that Licensee will be solely responsible for backing-up, and taking all appropriate measures to protect and secure, Licensee Data. Licensee acknowledges that Nuix may make, store and maintain back up copies of Licensee Data, but is not obliged to do so. Nuix will not be liable for any loss or corruption of Licensee Data.

  • Research License Each Collaborator shall allow the other Collaborator to practice any of its Non- Subject Inventions for the purpose of performing the Cooperative Work. No license, express or implied, for commercial application(s) is granted to either Collaborator in Non-Subject Inventions by performing the Cooperative Work. For commercial application(s) of Non-Subject Inventions, a license must be obtained from the owner.

  • Software License Agreement 1) Customers acquiring software licenses under the Contract shall hold, use and operate such software subject to compliance with the Software License Agreement set forth in Appendix D of this Contract. No changes to the Software License Agreement terms and conditions may be made unless previously agreed to between Vendor and DIR. Customers may not add, delete or alter any of the language in Appendix D; provided however, that a Customer and Vendor may agree to additional terms and conditions that do not diminish a term or condition in the Software License Agreement, or in any manner lessen the rights or protections of Customer or the responsibilities or liabilities of Vendor. Order Fulfiller shall make the Software License Agreement terms and conditions available to all Customers at all times.

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