Licensor shall Sample Clauses

Licensor shall. 3.1.1 deliver a copy of the Escrow Material to NCC Group within 30 days of the date NCC Group receives an executed Deposit Account Agreement;
Licensor shall. (a) Provide all the labor, expertise, and skills necessary for the performance of the support services in a manner reasonably satisfactory to Cisco and Cisco's customers. Licensor shall provide a Technical Tips Sheet for Customer's access on-line, describing the top ten support problems and solutions and use Cisco's phone support script as provided to Licensor by Cisco . The Technical Tips Sheet shall be available to Cisco electronically and shall be updated by Licensor TSG from time to time.

Related to Licensor shall

  • Licensor any Person from whom an Obligor obtains the right to use any Intellectual Property. Lien: any lien, security interest, pledge, hypothecation, assignment, easement, right-of-way, or other title exception or encumbrance. Lien Waiver: an agreement, in form and substance reasonably satisfactory to 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 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 such Collateral, agrees to hold any Documents in its possession relating to such Collateral as agent for Agent, and agrees to deliver such Collateral to Agent upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Agent's Lien, waives or subordinates any Lien it may have on such Collateral, and agrees to deliver such Collateral to Agent upon request; and (d) for any Collateral subject to a Licensor's Intellectual Property rights, the Licensor grants to Agent the right, vis-à-vis such Licensor, to enforce Agent's Liens with respect to such 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. Loan: a Term Loan. Loan Documents: collectively, as may be amended, modified or supplemented from time to time, this Agreement, the Other Agreements and the Security Documents.

  • Licensee Licensee represents and warrants that:

  • Sublicensees Each of New River’s sublicensees with respect to any affected Collaboration Products at such time will continue to have the rights and license set forth in their sublicense agreements, subject to the continued performance of the obligations thereunder; provided, however, that such sublicensee agrees in writing that Shire is entitled to enforce all relevant terms and conditions of such sublicense agreement directly against such sublicensee; and provided, further, that such sublicensee is not then in breach of its sublicense agreement.

  • Licensed Materials The materials (the "Licensed Materials") that are the subject of this Agreement are set forth in Appendix A.

  • Manufacturer The producer or provider of Agriculture and Lawn Equipment which possess the minimum quality, reliability, service, and value required by the Department and Customers. May be used interchangeably with Brand Name. Manufacturer’s Suggested Retail Price (MSRP) – The MSRP represents the Manufacturer’s recommended retail selling price, list price, published price, or other usual and customary price that would be paid by the Customer for specific Commodities without the benefit of a Contract resulting from this solicitation. It must be publicly listed, available, and verifiable by the Department. MSRP Credit – The MSRP price of OEM and Non-OEM Options, Parts, Accessory(ies) or Implements that are deducted from the Base Equipment price paid by the Customer if removed from the Base Equipment. MSRP List – The Manufacturer’s Suggested Retail Price List, a collection of MSRPs and related information broken down by specific Commodities. In the priority listed below, only the following are acceptable sources of current and revised MSRPs and MSRP Lists for use under the resulting Contract: • Manufacturer’s Annual U.S. Price Book, • Manufacturer’s official website or dealer software; and • Autodata, Inc. d/b/a Chrome Data’sTM Carbook Pro Fleet Edition.

  • Third Party Materials The Application may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third- party advertising ("Third-Party Materials"). You acknowledge and agree that Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties' terms and conditions.

  • SOURCE CODE ESCROW FOR LICENSED PRODUCT If Source Code or Source Code escrow is offered by either Contractor or Product manufacturer or developer to any other commercial customers, Contractor shall either: (i) provide Licensee with the Source Code for the Product; or (ii) place the Source Code in a third party escrow arrangement with a designated escrow agent who shall be named and identified to the State, and who shall be directed to release the deposited Source Code in accordance with a standard escrow agreement acceptable to the State; or (iii) will certify to the State that the Product manufacturer/developer has named the State, acting by and through the Authorized User, and the Licensee, as a named beneficiary of an established escrow arrangement with its designated escrow agent who shall be named and identified to the State and Licensee, and who shall be directed to release the deposited Source Code in accordance with the terms of escrow. Source Code, as well as any corrections or enhancements to such source code, shall be updated for each new release of the Product in the same manner as provided above and such updating of escrow shall be certified to the State in writing. Contractor shall identify the escrow agent upon commencement of the Contract term and shall certify annually that the escrow remains in effect in compliance with the terms of this paragraph. The State may release the Source Code to Licensees under this Contract who have licensed Product or obtained services, who may use such copy of the Source Code to maintain the Product. FOR NEGOTIATED CONTRACTS THE FOLLOWING CLAUSES ARE RESERVED BECAUSE BIDDING DOES NOT APPLY: Clauses: 7, 8, 9, 10, 11, 12, 13, 16, 15, 21, 25, 26, 28, 29, 30, 31, 32, 33, 36, 49, 50, 52, 54 and 37 I N D E X Paragraph Paragraph A No. Additional Warranties 72 Advertising Results 20 Applicability 1 Assignment 56 Assignment of Claim 66 Audit of Licensed Product Usage 80 Authentication of Facsimile Bids 10 B Bid Contents 12 Bid Evaluation 29 Bid Opening 7 Bid Submission 8 C Changes to Product or Service Offerings 84 Clarification/Revisions 31 Confidential/Trade Secret Materials 14 Conflict of Terms 4 Conditional Bid 30 Contract Billings 62 Contract Creation/Execution 38 Contract Term - Renewal 71 Cooperation with Third Parties 70 D Default - Authorized User 63 Definitions 5 Disqualification for Past Performance 35 Drawings 25 E Emergency Contracts 43 Employees/Subcontractors/Agents 55 Equivalent or Identical Bids 33 Estimated/Specific Quantity Contracts 42 Ethics Compliance 3 Expenses Prior to Contract Execution 19 Extraneous Terms 13 F Facsimile Submissions 9 Freedom of Information Law 16 G Governing Law 2 I Indemnification 74 Indemnification Relating to Third Party Rights 75 Independent Contractor 68 Installation 52 Insurance 77 No. Interest on Late Payments 64 International Bidding 6 L Late Bids 11 Legal Compliance 73 Limitation of Liability 76 M Modification of Contract Terms 40 N No Hardstop/Passive License Monitoring 85 O On-Site Storage 54 Ownership/Title to Project Deliverables 81 P Participation in Centralized Contracts 39 Performance and Responsibility Qualifications 34 Performance/Bid Bond 58 Prevailing Wage Rates Public Works & Building Services Contracts 17 Pricing 24 Procurement Card 27 Product Acceptance 79 Product Delivery 45 Product References 21 Product Substitution 50 Product Version 83 Products Manufactured in Public Institutions 23 Prompt Payment Discounts 32 Proof of License 82 Purchase Orders 44 Q Quantity Changes Prior to Award 36 R Rejected Product 51 Release of Bid Evaluation Materials 15 Re-Weighing Product 49 Remanufactured, Recycled, Recyclable or Recovered Materials 22 Remedies for Breach 65 Repaired or Replaced Product/Components 53 S Samples 28 Savings/Force Majeure 61 Scope Changes 41 Security 69 Site Inspection 26 Shipping/Receipt of Product 47 Software License Grant 78 Source Code Escrow for Licensed Product 86 Subcontractors and Suppliers 57 Suspension of Work 59 T Taxes 18 Termination 60 Timeframe for Offers 37 Title and Risk of Loss 48 Toxic Substances 67 W Weekend and Holiday Deliveries 46 APPENDIX C MINORITY AND WOMEN-OWNED BUSINESS ENTERPRISES EQUAL EMPLOYMENT OPPORTUNITY POLICY STATEMENT I, , the (title) of (Contractor) agree that (Contractor) has adopted the following policies with respect to Contract Number . M/WBE Contractor will make good faith efforts to achieve the M/WBE contract participations goals set by OGS for that area in which the State-funded project is located, by taking the following steps:

  • Distributor The Trust hereby appoints the Distributor as general distributor of shares of beneficial interest of each Series ("Series shares") during the term of this Agreement. The Trust reserves the right, however, to refuse at any time or times to sell any Series shares hereunder for any reason deemed adequate by the Board of Trustees of the Trust.

  • PRODUCER Subject to the terms of this Agreement, including Section 18.8, Producer shall release, indemnify, defend, and hold harmless Processor and its Affiliates, directors, officers, employees, agents, consultants, representatives, and invitees from and against all claims and losses arising out of or relating to (i) the operations of Producer and (ii) any breach of this agreement by Producer.

  • Developer Developer shall indemnify and hold harmless City Bodies from and against any and all Claims arising from or connected with: (i) breaches by Developer under contracts to which Developer is a party, to the extent that such contracts relate to the performance of any work on the Project Site by Developer or any party acting by, under, through, or on behalf of Developer; (ii) injury to, or death of, persons or loss of, or damage to, property, suffered in connection with performance of any work on the Project Site by Developer or any party acting by, under, through, or on behalf of Developer; (iii) the negligence or willful misconduct of Developer or any party acting by, under, through, or on behalf of Developer; (iv) Developer suffering or causing the filing of any mechanic’s or materialmen’s lien against the Project Site, Project, or any adjacent property owned by City Bodies; or (v) the breach by Developer of any term or condition of this Agreement or any Ancillary Agreement. Notwithstanding anything to the contrary set forth herein, City’s and Developer’s obligations under this Section shall survive the termination of this Agreement.