Licensee and its Affiliates Sample Clauses

Licensee and its Affiliates shall not use, and shall not permit the use of any Trademark outside the CMI Market.
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Licensee and its Affiliates shall not be entitled to receive any compensation or payment from Licensor as a result of the termination or expiration of this Agreement, whether for actual, consequential, indirect, special, incidental or other damages, costs or expenses, whether foreseeable or unforeseeable (including loss of profits, investments or goodwill), any right to which Licensee hereby waives and disclaims. Licensee recognizes that any enhancement of the Brand goodwill or customer base will be primarily attributable to the Brand Trademarks and other Brand System IP and that Licensee has no right to compensation for any contribution it may have made to any such enhancement of goodwill or customer base. Notwithstanding the foregoing, nothing herein shall require Licensee to waive or disclaim any claim which it may have that is derived from a prior breach of this Agreement.
Licensee and its Affiliates may sublicense to one or more third parties the rights granted under this Agreement, subject to the prior approval of AURI, not to be unreasonably withheld or delayed, provided, however, that no such prior approval is required for the grant of a sublicense after the Sixth Amendment Effective Date [*]. If this Agreement is terminated for any reason, any such sublicenses granted shall remain in full force and effect and be directly enforceable by AURI. Licensee or an Affiliate shall provide to AURI a copy of any such sublicense and any amendment thereto, including all attachments, exhibits, and/or addendums, within [*] of execution; provided, however, such copies to AURI may be redacted to exclude confidential information of the applicable Sublicensee or of LICENSEE to the extent not relevant to AURI, but such copies shall not be redacted to the extent that it impairs AURI’s ability to ensure compliance with this Agreement.
Licensee and its Affiliates shall keep and maintain complete and accurate records of the sales and all necessary and supporting data for calculation of the Net Sales of the Product for each year and shall retain such records for a period of five (5) years thereafter. Licensor shall have the right to from time to time nominate a firm of independent certified public accountants acceptable to Licensee to inspect and take copies of such records during reasonable business hours, for the purpose of verifying, at Licensor's expense, the Net Sales of Licensee and its Affiliates, provided that this right may not be exercised more than once in any Year, and provided further that such accounting firm shall be first made subject to confidentiality obligations not more burdensome than those to which the Parties are subject to under this Agreement. If Licensee is required to reimburse Licensor for an underpayment (in any amount) it shall do so (together with interest payable pursuant to Clause 19.10) within thirty (30) days of its receipt of notice from Licensor of the result of the accountant's audit. In the event that the accountants' audit finds that an underpayment of five (5) percent or more has been made by Licensee, Licensee shall reimburse Licensor the cost of the audit within thirty (30) days of its receipt of notice of the results of the audit.
Licensee and its Affiliates are strictly prohibited from using the Logos in any other form than that which is specifically set forth in the DVD Graphic Standards Manual.

Related to Licensee and its Affiliates

  • Shares Held by the Company and its Affiliates Whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company or its Affiliates (other than any Holder or transferees or successors or assigns thereof if such Holder is deemed to be an Affiliate solely by reason of its holdings of such Registrable Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

  • Registration Rights of the General Partner and its Affiliates (a) If (i) the General Partner or any Affiliate of the General Partner (including for purposes of this Section 7.12, any Person that is an Affiliate of the General Partner at the date hereof notwithstanding that it may later cease to be an Affiliate of the General Partner) holds Partnership Securities that it desires to sell and (ii) Rule 144 of the Securities Act (or any successor rule or regulation to Rule 144) or another exemption from registration is not available to enable such holder of Partnership Securities (the “Holder”) to dispose of the number of Partnership Securities it desires to sell at the time it desires to do so without registration under the Securities Act, then upon the request of the General Partner or any of its Affiliates, the Partnership shall file with the Commission as promptly as practicable after receiving such request, and use all reasonable efforts to cause to become effective and remain effective for a period of not less than six months following its effective date or such shorter period as shall terminate when all Partnership Securities covered by such registration statement have been sold, a registration statement under the Securities Act registering the offering and sale of the number of Partnership Securities specified by the Holder; provided, however, that the Partnership shall not be required to effect more than three registrations pursuant to this Section 7.12(a); and provided further, however, that if the Conflicts Committee determines in its good faith judgment that a postponement of the requested registration for up to six months would be in the best interests of the Partnership and its Partners due to a pending transaction, investigation or other event, the filing of such registration statement or the effectiveness thereof may be deferred for up to six months, but not thereafter. In connection with any registration pursuant to the immediately preceding sentence, the Partnership shall promptly prepare and file (x) such documents as may be necessary to register or qualify the securities subject to such registration under the securities laws of such states as the Holder shall reasonably request; provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Partnership would become subject to general service of process or to taxation or qualification to do business as a foreign corporation or partnership doing business in such jurisdiction solely as a result of such registration, and (y) such documents as may be necessary to apply for listing or to list the Partnership Securities subject to such registration on such National Securities Exchange as the Holder shall reasonably request, and do any and all other acts and things that may reasonably be necessary or advisable to enable the Holder to consummate a public sale of such Partnership Securities in such states. Except as set forth in Section 7.12(c), all costs and expenses of any such registration and offering (other than the underwriting discounts and commissions) shall be paid by the Partnership, without reimbursement by the Holder.

  • Consultants Any and all consultant(s), sub-consultant(s), subcontractor(s), or agent(s) to the Architect.

  • Research Support opioid abatement research that may include, but is not limited to, the following:

  • Subconsultants Whichever of the following is marked applies to this Approved Service Order: The Consultant can not use any subconsultants. The Consultant can use the following subconsultants to assist in providing the required services and deliverables: Subconsultant’s Name Area of Work

  • 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.

  • Research Use The Requester agrees that if access is approved, (1) the PI named in the DAR and (2) those named in the “Senior/Key Person Profile” section of the DAR, including the Information Technology Director and any trainee, employee, or contractor1 working on the proposed research project under the direct oversight of these individuals, shall become Approved Users of the requested dataset(s). Research use will occur solely in connection with the approved research project described in the DAR, which includes a 1-2 paragraph description of the proposed research (i.e., a Research Use Statement). Investigators interested in using Cloud Computing for data storage and analysis must request permission to use Cloud Computing in the DAR and identify the Cloud Service Provider (CSP) or providers and/or Private Cloud System (PCS) that they propose to use. They must also submit a Cloud Computing Use Statement as part of the DAR that describes the type of service and how it will be used to carry out the proposed research as described in the Research Use Statement. If the Approved Users plan to collaborate with investigators outside the Requester, the investigators at each external site must submit an independent DAR using the same project title and Research Use Statement, and if using the cloud, Cloud Computing Use Statement. New uses of these data outside those described in the DAR will require submission of a new DAR; modifications to the research project will require submission of an amendment to this application (e.g., adding or deleting Requester Collaborators from the Requester, adding datasets to an approved project). Access to the requested dataset(s) is granted for a period of one (1) year, with the option to renew access or close-out a project at the end of that year. Submitting Investigator(s), or their collaborators, who provided the data or samples used to generate controlled-access datasets subject to the NIH GDS Policy and who have Institutional Review Board (IRB) approval and who meet any other study specific terms of access, are exempt from the limitation on the scope of the research use as defined in the DAR.

  • Clients in this context, clients are people who are dependent upon the caring skills and services of the local authority, for example, the elderly, mentally infirm, those with mental or physical impairments. Clients in this context also include those whose needs are identified and catered for in settings such as schools and nurseries, that is, young children and school pupils dependent on the organisation for their educational and developmental welfare. Clients exclude internal authority customers (as in client departments) or external customers (for example, members of the public with planning applications), because neither are dependent on the local authority for their care and welfare. The exceptional needs of clients refer to those which are exceptionally demanding, not to those which are out of the ordinary.

  • Collaboration We believe joint effort toward common goals achieves trust and produces greater impact for L.A. County’s youngest children and their families.

  • Research Matters By entering into this Agreement, the Placement Agent does not provide any promise, either explicitly or implicitly, of favorable or continued research coverage of the Company and the Company hereby acknowledges and agrees that the Placement Agent’s selection as a placement agent for the Offering was in no way conditioned, explicitly or implicitly, on the Placement Agent providing favorable or any research coverage of the Company. In accordance with FINRA Rule 2711(e), the parties acknowledge and agree that the Placement Agent has not directly or indirectly offered favorable research, a specific rating or a specific price target, or threatened to change research, a rating or a price target, to the Company or inducement for the receipt of business or compensation.

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