Common use of Exclusive Appointment Clause in Contracts

Exclusive Appointment. Subject to the terms and conditions of this Agreement, HBS hereby appoints Licensee as an independent, exclusive licensee of the Localized Game version 1 (including all updates, upgrades and Expansions, if any) solely within the Territory during the Term, and Licensee hereby accepts such appointment. All rights not expressly granted to Licensee hereunder are reserved by HBS. The appointment of Licensee only grants to Licensee the licenses set forth in Sections 2.2 through 2.5 below, and does not grant any other right, title or interest in or to any other HBS or Flagship product or property, in whole or in part, to Licensee. Notwithstanding anything else in this Agreement, all rights and licenses granted to Licensee in this Agreement will be subject to the exceptions, restrictions, limitations and conditions herein set forth, including without limitation the approval rights of HBS. Further notwithstanding any other provision herein, the appointment and the rights and licenses granted hereunder shall be subject to Licensee’s written receipt of any and all applicable and/or required government approvals, including but not limited to any government or other regulatory authorities which may have jurisdiction over Licensee, the Localized Game, the manufacture, distribution, sale, and advertising or use of the Localized Game or Game Cards, or relating to or pertaining the performance of any obligation of Licensee under this Agreement. Licensee shall Rev. 12/7/2006 CONFIDENTIAL obtain the foregoing required, necessary government approvals as soon as possible prior to any distribution or sale of the Localized Game or Game Cards and in any case no later than one (I) month prior to Commercial Launch. Upon any failure by Licensee to obtain any necessary government approvals by the aforesaid time period, HBS shall have the right to immediately terminate this Agreement without any liability to Licensee whatsoever. Without prejudice to the foregoing, Licensee agrees that it shall provide all reasonable assistance to enable HBS to secure any registration with the relevant government authorities as may be appropriate to secure its rights hereunder (for example, registration of this Agreement with the copyright and/or trademark authorities).

Exclusive Appointment. Subject to the terms and conditions of this Agreement, HBS RGI hereby appoints Licensee as an independent, exclusive licensee of the Localized Game version 1 (including all updates, updates and upgrades and Expansions, if any) solely within the Territory during the Term, and Licensee hereby accepts such appointment. All rights not expressly granted to Licensee hereunder are reserved by HBSRGI. The appointment of Licensee only grants to Licensee the licenses set forth in Sections 2.2 through 2.5 2.9 below, and does not grant any other right, title or interest in or to any other HBS or Flagship RGI product or property, in whole or in part, to Licensee. Notwithstanding anything else in this Agreement, all rights and licenses granted to Licensee in this Agreement will be subject to the exceptions, restrictions, limitations and conditions herein set forth, including without limitation the approval Approval rights of HBSRGI. Further notwithstanding any other provision herein, the appointment and the rights and licenses granted hereunder shall be subject to Licensee’s written receipt of any and all applicable and/or required government Government and/or Regulatory Agency approvals, including but not limited to any government or other regulatory authorities Government and/or Regulatory Agency which may have jurisdiction over Licensee, the Localized Game, the manufacture, distribution, sale, and advertising or use of the Localized Game Physical Products or Game Cards, or relating to or pertaining the performance of any obligation of Licensee under this Agreement. Licensee shall Rev. 12/7/2006 CONFIDENTIAL obtain the foregoing required, necessary government Government and/or Regulatory Agency approvals as soon as possible prior to any distribution or sale of the Localized Game Game, Physical Products or Game Cards and in any case no later than the earliest of: (i) one (I1) month prior to Commercial LaunchRelease and (ii) October 1, 2010. Upon any failure by Licensee to obtain any necessary government Government and/or Regulatory Agency approvals by the aforesaid time period, HBS RGI shall have the right to immediately terminate this Agreement without any liability to Licensee whatsoever. Without prejudice to the foregoing, Licensee agrees that it shall provide all reasonable assistance to enable HBS RGI to secure any registration with the relevant government authorities Government and/or Regulatory Agency as may be appropriate to secure its rights hereunder (for example, registration of this Agreement with the copyright and/or trademark authorities)) at RGI’s cost.

Exclusive Appointment. Subject to the terms and conditions of this Agreement, HBS RGI hereby appoints Licensee as an independent, exclusive licensee of the Localized Game version 1 (including all updates, updates and upgrades and Expansions, if any) solely within the Territory during the Term, and Licensee hereby accepts such appointment. All rights not expressly granted to Licensee hereunder are reserved by HBSRGI. The appointment of Licensee only grants to Licensee the licenses set forth in Sections 2.2 through 2.5 2.9 below, and does not grant any other right, title or interest in or to any other HBS or Flagship RGI product or property, in whole or in part, to Licensee. Notwithstanding anything else in this Agreement, all rights and licenses granted to Licensee in this Agreement will be subject to the exceptions, restrictions, limitations and conditions herein set forth, including without limitation the approval Approval rights of HBSRGI. Garena Online Private Limited Attention: Xxxxxxx Xx October 25, 2010 Further notwithstanding any other provision herein, the appointment and the rights and licenses granted hereunder shall be subject to Licensee’s written receipt of any and all applicable and/or required government Government and/or Regulatory Agency approvals, including but not limited to any government or other regulatory authorities Government and/or Regulatory Agency which may have jurisdiction over Licensee, the Localized Game, the manufacture, distribution, sale, and advertising or use of the Localized Game Physical Products or Game Cards, or relating to or pertaining the performance of any obligation of Licensee under this Agreement. Licensee shall Rev. 12/7/2006 CONFIDENTIAL obtain the foregoing required, necessary government Government and/or Regulatory Agency approvals as soon as possible prior to any distribution or sale of the Localized Game Game, Physical Products or Game Cards and in any case no later than the earliest of: (i) one (I1) month prior to Commercial LaunchRelease and (ii) December 31, 2010. However, notwithstanding the immediately preceding, for the country of Vietnam, Licensee must obtain Government approvals within ninety (90) days of the first approval of an interactive software game for marketing or distribution in Vietnam by the Vietnamese Government in 2011. Upon any failure by Licensee to obtain any necessary government Government and/or Regulatory Agency approvals by the aforesaid time period, HBS RGI shall have the right to immediately terminate this Agreement without any liability to Licensee whatsoever. Without prejudice to the foregoing, Licensee agrees that it shall provide all reasonable assistance to enable HBS RGI to secure any registration with the relevant government authorities Government and/or Regulatory Agency as may be appropriate to secure its rights hereunder (for example, registration of this Agreement with the copyright and/or trademark authorities)) at RGI’s cost.”

Exclusive Appointment. Subject to the terms and conditions of this Agreement, HBS RGI hereby appoints Licensee as an independent, exclusive licensee of the Localized Game version 1 (including all updates, updates and upgrades and Expansions, if any) solely within the Territory during the Term, and Licensee hereby accepts such appointment. All rights not expressly granted to Licensee hereunder are reserved by HBSRGI. The appointment of Licensee only grants to Licensee the licenses set forth in Sections 2.2 through 2.5 2.9 below, and does not grant any other right, title or interest in or to any other HBS or Flagship RGI product or property, in whole or in part, to Licensee. Notwithstanding anything else in this Agreement, all rights and licenses granted to Licensee in this Agreement will be subject to the exceptions, restrictions, limitations and conditions herein set forth, including without limitation the approval Approval rights of HBSRGI. Garena Online Private Limited Attention: Xxxxxxx Xx October 28, 2011 Further notwithstanding any other provision herein, the appointment and the rights and licenses granted hereunder shall be subject to Licensee’s written receipt of any and all applicable and/or required government Government and/or Regulatory Agency approvals, including but not limited to any government or other regulatory authorities Government and/or Regulatory Agency which may have jurisdiction over Licensee, the Localized Game, the manufacture, distribution, sale, and advertising or use of the Localized Game Physical Products or Game Cards, or relating to or pertaining the performance of any obligation of Licensee under this Agreement. Licensee shall Rev. 12/7/2006 CONFIDENTIAL obtain the foregoing required, necessary government Government and/or Regulatory Agency approvals as soon as possible prior to any distribution or sale of the Localized Game Game, Physical Products or Game Cards and in any case no later than the earliest of: (i) one (I1) month prior to Commercial LaunchRelease and (ii) December 31, 2010. However, notwithstanding the immediately preceding, (a) for the country of Vietnam, Licensee must obtain Governmental and/or Regulatory Agency approvals within ninety (90) days of the first approval of an interactive software game for marketing or distribution in Vietnam by the Vietnamese Government in 2011; and (b) for each of the countries of Thailand and Indonesia, Licensee must obtain Governmental and/or Regulatory Agency approvals no later than December 31, 2012 Upon any failure by Licensee to obtain any necessary government Government and/or Regulatory Agency approvals by the aforesaid time period, HBS RGI shall have the right to immediately terminate this Agreement Agreement, either, at the discretion of RGI, in its entirety or partially for a particular country in the Territory in which Licensee did not obtain such Government and/or Regulatory Agency approval, without any liability to Licensee whatsoever. Without prejudice to the foregoing, Licensee agrees that it shall provide all reasonable assistance to enable HBS RGI to secure any registration with the relevant government authorities Government and/or Regulatory Agency as may be appropriate to secure its rights hereunder (for example, registration of this Agreement with the copyright and/or trademark authorities)) at RGI’s cost.”