License Agreements Clause Samples
A License Agreement is a legal contract that grants one party the right to use certain intellectual property, such as software, trademarks, or copyrighted materials, under defined conditions. These agreements typically outline the scope of permitted use, duration, payment terms, and any restrictions or obligations on the licensee, such as prohibiting redistribution or modification. By clearly specifying the rights and limitations associated with the licensed property, License Agreements help protect the interests of the intellectual property owner while providing legal certainty to the user.
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License Agreements. (a) Each Borrower and Guarantor shall (i) promptly and faithfully observe and perform all of the material terms, covenants, conditions and provisions of the material License Agreements to which it is a party to be observed and performed by it, at the times set forth therein, if any, (ii) not do, permit, suffer or refrain from doing anything that could reasonably be expected to result in a default under or breach of any of the terms of any material License Agreement, (iii) not cancel, surrender, modify, amend, waive or release any material License Agreement in any material respect or any term, provision or right of the licensee thereunder in any material respect, or consent to or permit to occur any of the foregoing; except, that, subject to Section 9.19(b) below, such Borrower or Guarantor may cancel, surrender or release any material License Agreement in the ordinary course of the business of such Borrower or Guarantor; provided, that, such Borrower or Guarantor (as the case may be) shall give Agent not less than thirty (30) days prior written notice of its intention to so cancel, surrender and release any such material License Agreement, (iv) give Agent prompt written notice of any material License Agreement entered into by such Borrower or Guarantor after the date hereof, together with a true, correct and complete copy thereof and such other information with respect thereto as Agent may request, (v) give Agent prompt written notice of any material breach of any obligation, or any default, by any party under any material License Agreement, and deliver to Agent (promptly upon the receipt thereof by such Borrower or Guarantor in the case of a notice to such Borrower or Guarantor and concurrently with the sending thereof in the case of a notice from such Borrower or Guarantor) a copy of each notice of default and every other notice and other communication received or delivered by such Borrower or Guarantor in connection with any material License Agreement which relates to the right of such Borrower or Guarantor to continue to use the property subject to such License Agreement, and (vi) furnish to Agent, promptly upon the request of Agent, such information and evidence as Agent may reasonably require from time to time concerning the observance, performance and compliance by such Borrower or Guarantor or the other party or parties thereto with the material terms, covenants or provisions of any material License Agreement.
(b) Each Borrower and Guarantor will e...
License Agreements. All of Seller's right, title and interest, in and to all agreements (other than Leases), if any, for the leasing or licensing of rooftop space or equipment, telecommunications equipment, cable access and other space, equipment and facilities that are located on or within the Real Property and generate income to Seller as the owner of the Real Property, including agreements which may be made by Seller after the Effective Date and prior to Closing as permitted by this Agreement (the "License Agreements"). Anything in this Agreement to the contrary notwithstanding, Purchaser shall assume the obligations of the "lessor" or "licensor" under all License Agreements arising and accruing from and after the Closing Date, some or all of which may non-cancelable.
License Agreements. Keep each License Agreement in full force and effect for so long as Borrower has any Inventory, the manufacture, sale or distribution of which is in any manner governed by or subject to such License Agreement.
License Agreements. Software provided by the vendor to the Commonwealth should contain a provision for perpetual licensing with all upgrade options. License agreements should also contain a provision for the Commonwealth to maintain a version of the software in escrow in the event the vendor is unable to continue business for financial or other business reasons.
License Agreements. OEM shall cause to be delivered to each Distributor and End User Customer a license agreement which shall contain, at a minimum, substantially all of the limitations of rights and the protections for RSA which are contained in Sections 2.2, 5.4, 7, 10.7 and 10.8 of this Agreement. OEM shall use commercially reasonable efforts to enforce the terms of such agreements.
License Agreements. A list of any License Agreements, together with copies thereof;
License Agreements. 19 Liens.........................................................................13
License Agreements. (i) Section 5.13(f)(i) of the Company Disclosure Schedule sets forth a complete and accurate list of all license agreements granting to the Company any right to use or practice any rights under any intellectual property rights of third parties currently used by the Company in the operation of the Company's Business (other than (x) Software generally available on reasonable terms without charge or for a license fee of no more than $50,000 or (y) agreements relating to intellectual property rights of third parties not incorporated into or used in the development, manufacturing or distribution of the products or services of the Company) (collectively, the "Company Inbound License Agreements"), indicating for each the title and the parties thereto.
(ii) Section 5.13(f)(ii) of the Company Disclosure Schedule sets forth a complete and accurate list of all license agreements (other than "click through" end user license agreements entered into by the Company in the ordinary course of business) currently in effect and under which the Company invoiced in calendar year 2005, or reasonably expects to invoice during calendar year 2006, providing for payments during either such year to the Company in excess of $100,000 under which the Company has granted licenses of Software or other rights to in or to use or practice any rights under any Company Intellectual Property (indicating for each the title and parties thereto) (the "Company Outbound License Agreements").
(iii) The Company has not received written notice of any material disagreement with respect to any Company Inbound License Agreement or any Company Outbound License Agreement. Correct and complete executed copies of all Company Inbound License Agreements and Company Outbound License Agreements have been made available to Parent.
License Agreements. Enter into or modify any license, technology development or technology transfer agreement between any of the Companies and any other person or entity.
License Agreements. (a) Schedule 4.21(a) sets forth an accurate and complete list of (i) each License Agreement (including all amendments thereto) to which the Sellers are a party, the term of which is currently in effect, or for which a sell-off period is presently in effect after expiration or termination of the License Agreement, (ii) those License Agreements pursuant to which, to Sellers’ Knowledge, any Licensee under any such License Agreement has granted a license to another Person to manufacture and sell goods under or otherwise utilize the Waverly Intellectual Property and (iii) all proposed License Agreements that are currently in active negotiation. All License Agreements which are set forth in Schedule 4.21(a) are collectively referred to as “Current License Agreements.”
(b) All Current License Agreements are in writing and there are no oral modifications or oral amendments to any Current License Agreement. The Sellers have made available to Buyer true, correct and complete copies of all of its Current License Agreements, including all amendments thereto, set forth in Schedule 4.21(a). Each Current License Agreement contains commercially reasonable quality control provisions protecting the rights of the Sellers in the Intellectual Property covered thereby. Sellers have examined, monitored or otherwise policed, to the extent deemed prudent by Sellers and in accordance with the customary practices in the industry in which Sellers participate, the activities of all of the Licensees under the Assumed Contracts to verify that the products manufactured, sold or offered for sale under the Intellectual Property licensed to such Licensees pursuant to the Assumed Contracts meet, in all material respects, the quality control standards and requirements for use of such Intellectual Property set forth in such Assumed Contracts Except as set forth in Schedule 4.21(b), the Sellers have not received written notice, or to Sellers’ Knowledge, oral notice, from a Licensee, and have no Knowledge of any facts to the effect that such Licensee (i) intends not to continue its relationship with the Sellers upon the expiration of such Current License Agreement, (ii) has breached or intends to breach such Current License Agreement or intends not to perform in such a manner as would prejudice, in any material respect, the rights of the Sellers under such Current License Agreement, (iii) claims that such Current License Agreement has been breached by any other party thereto which would prejudic...