Licensor and or Developer may disclose to Covenantor some or all of the Trade Secrets relating to the System. All information and materials, including, without limitation, any manuals, drawings, specifications, techniques and compilations of data which Licensor provides to Developer and/or Covenantor shall be deemed confidential Trade Secrets for the purposes of this Agreement.
Licensor and its Affiliates may operate (or may authorize others to operate) a full-service O'Charley's restaurant or other similar food service facilities offering the same products and services offered by a full-service O'Charley's restaurant or an Alternative Distribution Facility in any area of retail sales establishments, food courts, transportation facilities (e.g., airports, train stations, bus terminals or port authorities), hospitals and other healthcare facilities, cafeterias, commissaries, schools, hotels, sports and entertainment facilities (e.g., stadiums, arenas, ball parks or convention centers) and other mass gathering locations or events designated by Licensor (each, an "Excluded Area"). Licensor may first offer to Developer the right to offer and sell the O'Charley's restaurant products in the Excluded Area within the Territory. Developer must meet each of the conditions outlined in Section IV(B), and any other criteria and qualifications deemed necessary by Licensor, or any other third party involved in the arrangement such as an airport or stadium authority, educational institution or other facilities operator ("Facilities Operator"), to offer and sell the O'Charley's restaurant products and services in the Excluded Area. If Developer does not meet all of the criteria and qualifications required by Licensor and the Facilities Operator, then Developer shall not be granted the right to offer and sell such products and services within the Excluded Area and Licensor may conduct such business, or authorize any other person or Entity to do so. If Developer meets all the conditions, criteria and qualifications, Licensor shall offer to Developer the right to offer and sell such products and services on such terms and conditions as such arrangements may be offered to third parties as determined by Licensor or such Facilities Operator, as applicable. Once such offer has been made to Developer by Licensor in writing, Developer shall have the right to accept such offer within thirty (30) days after receipt of such written notification. If Developer fails to notify Licensor in writing of Developer's intent to accept the offer within such thirty (30) day time period or Developer fails to meet any criteria or qualifications imposed by Licensor or the Facilities Operator, Licensor may conduct such business itself, or authorize any other person or Entity to do so.
Licensor and or its suppliers shall retain title and all intellectual property and other proprietary rights in and to the Software and the media on which the same is furnished (and all copies of the foregoing) and no right, title or interest to the intellectual property rights in the Software is transferred to End-User. End-User will not remove, alter, or obscure any Notices of Licensor or its suppliers on or in the Software.
Licensor and. Licensor Group shall not be liable to Licensee for any delay or nonperformance of this Agreement by Licensor (including without limitation with respect to the delivery of any Licensed IP) or for any damages suffered by Licensee, to the extent any delay or nonperformance is due to causes beyond Licensor’s control, including but not limited to, acts of God, war, terrorism, civil strife, rain, fire, strikes, inclement or severe weather (including lightning strikes), power outages, systems failures, governmental order, communicable disease or inability to obtain necessary labor or materials or consents of third parties.
Licensor and. Rene Garcia shall have the same obligations with respect to an Artistic Brands Proposal as the Company has with respect to a Superior Proposal pursuant to Section 5.3(e)(W) through (Y) of the Merger Agreement, and Parent and Merger Sub shall have the same rights with respect to such Artistic Brands Proposal as they have with respect to a Superior Proposal pursuant to Section 5.3(e)(W) through (Y) of the Merger Agreement, including without limitation obligations and rights relating to notice and information with respect to the Superior Proposal and negotiations relating to it and Parent’s right to revise the Merger Agreement, the Financing Letter, the Related Person Investment Commitment, the Letter Amendment and the Licensor Warrant Amendment with respect to a Superior Proposal.
Licensor and. JJCPWW acknowledge and agree that they have been represented by or have had the opportunity to be represented by competent counsel with respect to this Agreement, that they have reviewed the terms of this Agreement and that they enter into this Agreement with full knowledge and understanding of its terms.