Common use of Licensor Clause in Contracts

Licensor. If any governmental agency or third party institutes proceedings to impose any public utility or common carrier status or obligations on Licensor or the use of Licensor's capacity or facilities as a result of its performance of this Agreement, or if any action is brought by any third party challenging the continued validity or seeking to adversely modify, suspend or revoke Licensor's operating authority for all or any part of its services or System as a result of its or Licensee's performance of this Agreement, or if, as a result of any change in applicable law or regulation (or in judicial or other official interpretations thereof), Licensor reasonably deems that such a proceeding is likely and has a significant possibility of success on the merits, Licensor may, without further liability to Licensee, upon one hundred eighty (180) days written notice, terminate this Agreement as a whole without cause; provided, however that Licensor shall not terminate this Agreement or any Capacity provided by it during the pendency of such proceedings or actions if Licensee agrees to indemnify and hold harmless Licensor (pursuant to an indemnification agreement in form and substance reasonably satisfactory to Licensor) against all liability, claims, fines or damages (including reasonable attorneys' fees) incurred by Licensor as a result of Licensee's continued operations and use of the Capacity unless (x) Licensor is required to do so by a valid and final order of a court of competent jurisdiction, or (y) in Licensor's opinion, continued performance or activity by Licensee under the terms of this Agreement would have a present or future material adverse effect on the local cable or other operations of Licensor, its financial condition or operating condition or is reasonably likely to result in the imposition of public utility or common carrier status on Licensor or an adverse modification, suspension or revocation of such Licensor's operating authority for its services or its System or the forfeiture of any portion of the System. Licensor shall control the defense, prosecution and settlement of such claim or demand but shall allow Licensee the opportunity to participate in such defense through counsel of its own choosing, which participation will be at the sole expense of Licensee. If the proceedings or actions would in any event affect only a portion of the Capacity, Licensor will instead terminate only the license of the Capacity that is affected thereby. Upon the effective date of such a termination, Licensee shall terminate its use of the Capacity, remove its plant and equipment (or abandon the same as provided in Section 26(a) above), and cease operations over such Capacity.

Appears in 2 contracts

Samples: Master Terms and Conditions Capacity License Agreement (Time Warner Telecom LLC), Master Terms and Conditions Capacity License Agreement (Time Warner Telecom LLC)

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Licensor. If any governmental agency or third party institutes proceedings to impose any public utility or common carrier status or obligations Licensor represents and warrants that: (i) it is a limited liability company duly organized validly existing and in good standing under the laws of the State of Delaware; (ii) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on Licensor or the use part of Licensor's capacity ; (iii) Licensor is the sole and exclusive owner of all right, title and interest in and to the Licensed Patents; (iv) to Licensor’s knowledge, none of the Licensed Patents has been legally declared invalid or facilities as is the subject of a result pending or threatened action or proceeding for opposition or cancellation, or any reexamination, opposition or interference proceeding, or any form of its performance proceeding for a declaration of invalidity, or other proceeding or action to invalidate, render unenforceable, limit in scope, or otherwise limit any Licensor’s rights in the Licensed Patents; (v) Licensor has the right to grant the rights and licenses granted herein; (vi) it has not previously granted, and will not grant during the term of this Agreement, any right, license or if any action is brought by any third party challenging interest in or to the continued validity Licensed Know-How or seeking to adversely modify, suspend or revoke Licensor's operating authority for all Licensed Patents or any part portion thereof in the Field, inconsistent with the license granted to RevitaLid herein; and (vii) the list of its services patents and patent applications in Exhibit 1 is a complete and accurate THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. list of all patents and patent applications owned or System as a result of its or Licensee's performance of this Agreement, or if, as a result of any change in applicable law or regulation (or in judicial or other official interpretations thereof), Licensor reasonably deems that such a proceeding is likely and has a significant possibility of success on the merits, Licensor may, without further liability to Licensee, upon one hundred eighty (180) days written notice, terminate this Agreement as a whole without cause; provided, however that Licensor shall not terminate this Agreement or any Capacity provided by it during the pendency of such proceedings or actions if Licensee agrees to indemnify and hold harmless Licensor (pursuant to an indemnification agreement in form and substance reasonably satisfactory to Licensor) against all liability, claims, fines or damages (including reasonable attorneys' fees) incurred controlled by Licensor as a result of Licensee's continued operations and use of the Capacity unless (x) Licensor is required Effective Date that relate to do so by a valid and final order of a court of competent jurisdiction, or (y) in Licensor's opinion, continued performance or activity by Licensee under the terms of this Agreement would have a present or future material adverse effect on the local cable or other operations of Licensor, its financial condition or operating condition or is reasonably likely to result in the imposition of public utility or common carrier status on Licensor or an adverse modification, suspension or revocation of such Licensor's operating authority for its services or its System or the forfeiture of any portion of the System. Licensor shall control the defense, prosecution and settlement of such claim or demand but shall allow Licensee the opportunity to participate in such defense through counsel of its own choosing, which participation will be at the sole expense of Licensee. If the proceedings or actions would in any event affect only a portion of the Capacity, Licensor will instead terminate only the license of the Capacity that is affected thereby. Upon the effective date of such a termination, Licensee shall terminate its use of the Capacity, remove its plant and equipment (or abandon the same as provided in Section 26(a) above), and cease operations over such CapacityField.

Appears in 2 contracts

Samples: License Agreement (Osmotica Pharmaceuticals LTD), License Agreement (Osmotica Pharmaceuticals PLC)

Licensor. If any governmental agency or third party institutes proceedings There are NO WARRANTIES made by Licensor in connection with the subject matter of this Agreement except as set forth specifically herein. Licensor represents and warrants to impose any public utility or common carrier status or Licensee that (a) Licensor is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has the corporate power and authority to enter into this Agreement and to carry out its obligations on hereunder, (b) this Agreement has been duly executed and delivered by Licensor or the use and constitutes and will constitute a valid and binding obligation of Licensor's capacity , and is and will be enforceable against Licensor in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or facilities as a result affecting creditors’ rights and to general equity principles, and (c) the execution and delivery of its this Agreement by Licensor does not, and the performance of this AgreementAgreement by Licensor will not, (1) violate the certificate of incorporation or by-laws of Licensor, (2) conflict with or violate any statute, rule, regulation, order, judgment or decree applicable to Licensor or by which it or any of its assets or properties is bound or affected, or if any action is brought by any third party challenging (3) conflict with or violate the continued validity or seeking to adversely modify, suspend or revoke Licensor's operating authority for all or any part of its services or System as a result of its or Licensee's performance of this Agreement, or if, as a result rights of any change other person or entity. Licensee acknowledges that, except for the express warranties set forth in applicable law or regulation this Section 4, it has accepted the license and delivery of the Licensor Software “AS IS” and “WITH ALL FAULTS.” With respect to the Licensor Software and all Licensor Software Updates and Support Services the warranties are as follows: (or in judicial or other official interpretations thereof)i) the Licensor Software is, and any Licensor reasonably deems Software Updates will be, free and clear of all Liens that such a proceeding is likely and has a significant possibility of success on the merits, Licensor may, without further liability to might adversely affect Licensee, upon one hundred eighty (180) days written notice, terminate this Agreement as a whole without cause; provided, however that Licensor shall not terminate this Agreement or any Capacity provided by it during the pendency of such proceedings or actions if Licensee agrees to indemnify and hold harmless Licensor (pursuant to an indemnification agreement in form and substance reasonably satisfactory to Licensor) against all liability, claims, fines or damages (including reasonable attorneys' fees) incurred by Licensor as a result of Licensee's continued operations ’s deployment and use of the Capacity unless Licensor System as permitted under this Agreement; (xii) Licensor is required owns or has exclusive, fully-paid, irrevocable and perpetual license rights in and to do so by a valid the Licensor Software and final order of a court of competent jurisdiction, the Licensor Software Updates; and Licensor owns or (y) in Licensor's opinion, continued performance or activity by otherwise has adequate rights to grant the licenses to the Licensor Software and the Licensor Software Updates to Licensee under the terms of this Agreement would have a present or future material adverse effect on the local cable or other operations of Licensor, its financial condition or operating condition or is reasonably likely to result hereunder and possesses all rights and interests in the imposition of public utility Licensor Software and the Licensor Software Updates necessary to enter into this Agreement; and (iii) the Licensor Software and the Licensor Software Updates and all components thereof do not and will not infringe upon the intellectual property rights, including without limitation the patent, copyright, trademark or common carrier status on Licensor or an adverse modificationtrade secret rights, suspension or revocation of such Licensor's operating authority for its services or its System or the forfeiture of any portion of the System. Licensor shall control the defense, prosecution and settlement of such claim or demand but shall allow Licensee the opportunity to participate in such defense through counsel of its own choosing, which participation will be at the sole expense of Licensee. If the proceedings or actions would in any event affect only a portion of the Capacity, Licensor will instead terminate only the license of the Capacity that is affected thereby. Upon the effective date of such a termination, Licensee shall terminate its use of the Capacity, remove its plant and equipment (or abandon the same as provided in Section 26(a) above), and cease operations over such Capacitythird parties.

Appears in 1 contract

Samples: License Agreement (Nutech Digital Inc)

Licensor. If any governmental agency or third party institutes proceedings to impose any public utility or common carrier status or obligations on Licensor or the use of Licensor's capacity or facilities as a result of its performance of this Agreement, or if any action is brought by any third party challenging the continued validity or seeking to adversely modify, suspend or revoke Licensor's operating authority for all or any part of its services or System as a result of its or Licensee's performance of this Agreement, or if, as a result of any change in applicable law or regulation (or in judicial or other official interpretations thereof), Licensor reasonably deems that such a proceeding is likely and has a significant possibility of success on the merits, Licensor may, without further liability to Licensee, upon one hundred eighty (180) days written notice, terminate this Agreement as a whole without cause; provided, however that Licensor shall not terminate this Agreement or any Capacity provided by it during the pendency of such proceedings or actions if Licensee agrees to indemnify and hold harmless Licensor Licensee and its affiliates, directors, officers, employees and agents (pursuant to an indemnification agreement in form and substance reasonably satisfactory to Licensorcollectively, "indemnitee") against any and all liabilitylosses, liabilities, judgments, awards and costs (including legal fees and expenses) arising out of or related to any third-party claim that Licensee's use or possession of the Software or the Documentation or the license granted hereunder infringes or violates the copyright, patent, trade secret or other proprietary rights of any third party, including any damages finally awarded attributable to such claim and any reasonable expense incurred by indemnitee in assisting Licensor in defending against such claim; provided, however, that indemnitee gives Licensor: (i) written notice within a reasonable time after indemnitee is served with legal process in an action asserting such claims, fines provided that the failure or delay to notify Licensor shall not relieve Licensor from any liability that it may have to indemnitee hereunder so long as the failure or delay shall not have prejudiced the defense of such 18 19 claim; (ii) reasonable assistance in defending the claim; and (iii) sole authority to defend or settle such claim. In the event Licensor elects not to defend any such claim, indemnitee shall have the option, but not the duty, to reasonably settle or defend the claim at its cost and Licensor shall indemnify indemnitee for such settlement or any damages finally awarded against indemnitee attributable to such claim, reasonable costs and expenses (including reasonable attorneys' fees) incurred and interest on such recoverable funds advanced. Notwithstanding the foregoing, Licensor's obligations to indemnify Licensee under this Section 16.2 shall not extend to claims arising more than five years after discontinuation of Software support and maintenance services under Section 9. The indemnity provided by Licensor this Section 16.2 extends only to damages and costs awarded against Licensee (or payable by Licensee pursuant to a settlement agreement) and costs and expenses associated with the defense of such third-party claims; any assertion by Licensee that it is damaged by virtue of any inability to use the Software as a result of Licensee's continued operations and use of the Capacity unless (x) Licensor is required to do so a third party claim shall be governed by a valid and final order of a court of competent jurisdiction, or (y) in Licensor's opinion, continued performance or activity by Licensee under the terms of this Agreement would have a present or future material adverse effect on the local cable or other operations of Licensor, its financial condition or operating condition or is reasonably likely to result in the imposition of public utility or common carrier status on Licensor or an adverse modification, suspension or revocation of such Licensor's operating authority for its services or its System or the forfeiture of any portion of the System. Licensor shall control the defense, prosecution and settlement of such claim or demand but shall allow Licensee the opportunity to participate in such defense through counsel of its own choosingSection 10.2 hereof, which participation will be at provides the sole expense of Licensee. If the proceedings or actions would in any event affect only a portion of the Capacity, Licensor will instead terminate only the license of the Capacity that is affected thereby. Upon the effective date of such a termination, Licensee shall terminate its use of the Capacity, remove its plant and equipment (or abandon the same as provided in Section 26(a) above), and cease operations over such Capacityexclusive remedies therefor.

Appears in 1 contract

Samples: Master Software License (Health Management Systems Inc)

Licensor. If Licensor represents and warrants to Licensee that: (a) except as set forth on Schedule 6.1.2 attached hereto, Licensor is the owner of the entire right, title, and interest in and to the Licensed Rights and has not licensed any governmental agency of them to any third party; (b) Licensee has obtained any and all third-party consents necessary to enable Licensor to enter into this Agreement and to grant the rights granted to Licensee under this Agreement; (c) Licensor has obtained from the Processor, Reed Ovens, and each of other Person involved in thx xxvelopment of the Licensed Products or any proprietary methods associated with producing the License Products enforceable, written nondisclosure and invention assignment agreements in a form or forms reasonably acceptable to Licensee; (d) Licensee's exercise of the Licensed Rights as authorized herein will not infringe the Patents, Copyrights, Trade Secrets, Marks, or other Intellectual Property Rights of any third party institutes proceedings party; (e) Licensor has explained to impose Licensee any public utility and all approvals obtained from, or common carrier status or obligations on Licensor or required by, the use United States Department of Licensor's capacity or facilities as a result Agriculture with respect to the production, marketing, distribution, and/or sale of its performance the Licensed Products; (f) after execution of this Agreement, or if any action is brought Licensee shall have the right to produce, market, distribute and/or sell Licensed Products under the same terms and conditions as Licensor enjoyed prior to the execution of this Agreement; (g) this Agreement has been duly and validly executed and delivered by any third party challenging Licensor and constitutes the continued validity or seeking legal, valid and binding obligation of Licensor; (h) Licensor has full authority to adversely modifygrant the rights granted to Licensee under this Agreement and to execute, suspend or revoke deliver, and perform this Agreement; and (i) Licensor's operating authority for all or any part of its services or System as a result of its or Licensee's execution, delivery and performance of this AgreementAgreement will not conflict with or violate (1) any provision of any law, rule, or if, as a result of any change in applicable law or regulation (or in judicial or other official interpretations thereof), Licensor reasonably deems that such a proceeding is likely and has a significant possibility of success on the merits, Licensor may, without further liability to Licensee, upon one hundred eighty (180) days written notice, terminate this Agreement as a whole without cause; provided, however that Licensor shall not terminate this Agreement or any Capacity provided by it during the pendency of such proceedings or actions if Licensee agrees to indemnify and hold harmless Licensor (pursuant to an indemnification agreement in form and substance reasonably satisfactory to Licensor) against all liability, claims, fines or damages (including reasonable attorneys' fees) incurred by Licensor as a result of Licensee's continued operations and use of the Capacity unless (x) which Licensor is required to do so by a valid and final order of a court of competent jurisdictionsubject, or (y2) in Licensor's opinion, continued performance or activity by Licensee under the terms of this Agreement would have a present or future material adverse effect on the local cable any agreement or other operations of Licensor, its financial condition or operating condition or is reasonably likely instrument applicable to result in the imposition of public utility or common carrier status on Licensor or an adverse modification, suspension binding upon its assets or revocation of such Licensor's operating authority for its services or its System or the forfeiture of any portion of the System. Licensor shall control the defense, prosecution and settlement of such claim or demand but shall allow Licensee the opportunity to participate in such defense through counsel of its own choosing, which participation will be at the sole expense of Licensee. If the proceedings or actions would in any event affect only a portion of the Capacity, Licensor will instead terminate only the license of the Capacity that is affected thereby. Upon the effective date of such a termination, Licensee shall terminate its use of the Capacity, remove its plant and equipment (or abandon the same as provided in Section 26(a) above), and cease operations over such Capacityproperties.

Appears in 1 contract

Samples: Exclusive License Agreement (Smoky Market Foods Inc)

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Licensor. If any governmental agency or third party institutes proceedings to impose any public utility or common carrier status or obligations Licensor represents and warrants that: (i) it is a corporation duly organized validly existing and in good standing under the laws of Delaware; (ii) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on Licensor or the use part of Licensor's capacity ; (iii) to the Licensor’s best knowledge, Licensor is either the sole and exclusive owner of all right, title and interest in and to or facilities as a result is the exclusive licensee of its performance the Licensed Patents; (iv) the Licensed Patents are valid and enforceable; (v) the Licensed Patents are not invalid or non-enforceable in view of any references currently known to Licensor; (vi) Licensor has the right to grant the rights and licenses granted herein; (vii) to the best of the Licensor’s knowledge, the Licensed Subject Matter is free and clear of any lien, encumbrance, security interest or restriction on license; (viii) to Licensor’s best knowledge, the practice of the Licensed Subject Matter will not infringe intellectual property of third parties; (ix) it has not previously granted, and will not grant during the term of this Agreement, any right, license or if any action is brought by any third party challenging interest in or to the continued validity or seeking to adversely modifyLicensed Subject Matter, suspend or revoke Licensor's operating authority for all or any part portion thereof, inconsistent with the license granted to SuperGen herein; (x) to the best of its services Licensor’s knowledge, there are no threatened or System as pending actions, suits, investigations, claims or proceedings in any way relating to the Licensed Subject Matter; (xi) that the list of patents and patent applications in Exhibit 1 is a result complete and accurate list of its all patents and patent applications owned or Licensee's performance controlled by Licensor that relate to the Field; (xii) that the list of this Agreement, or if, as a result of any change agreements included in applicable law or regulation (or in judicial or other official interpretations thereof), Licensor reasonably deems that such a proceeding is likely and has a significant possibility of success on the merits, Licensor may, without further liability to Licensee, upon one hundred eighty (180) days written notice, terminate this Agreement as Exhibit 3 is a whole without causecomplete and accurate list of agreements entered into by Licensor regarding the Licensed Subject Matter; provided, however (xiii) that Licensor shall not terminate the agreements included in this Agreement or as Exhibit 3 are true copies of all original agreements entered into by Licensor regarding the Licensed Subject Matter; (xiv) that the licensing of the Subject Matter of the agreements included in this Agreement as Exhibit 3, and practice of the Subject Matter by SuperGen, is consistent with any Capacity provided by it during the pendency of such proceedings or actions if Licensee agrees to indemnify and hold harmless Licensor (pursuant to an indemnification agreement in form and substance reasonably satisfactory to Licensor) against all liability, claims, fines or damages (including reasonable attorneys' fees) incurred obligations undertaken by Licensor as a result condition of Licensee's continued operations and use entering into such agreements, (xv) the Field of the Capacity unless license granted in Article 2 is included within the licenses granted to Licensor by the University of Texas and Xxxx Israel Deaconess Medical Center, and (xxvi) Licensor is required to do so by a valid warrants that it will maintain and final order avoid breach of a court of competent jurisdiction, or (y) in Licensor's opinion, continued performance or activity by Licensee under the terms licenses that are the subject of this Agreement would have a present or future material adverse effect on the local cable or other operations of Licensor, its financial condition or operating condition or is reasonably likely to result in the imposition of public utility or common carrier status on Licensor or an adverse modification, suspension or revocation of such Licensor's operating authority for its services or its System or the forfeiture of any portion of the System. Licensor shall control the defense, prosecution and settlement of such claim or demand but shall allow Licensee the opportunity to participate in such defense through counsel of its own choosing, which participation will be at the sole expense of Licensee. If the proceedings or actions would in any event affect only a portion of the Capacity, Licensor will instead terminate only the license of the Capacity that is affected thereby. Upon the effective date of such a termination, Licensee shall terminate its use of the Capacity, remove its plant and equipment (or abandon the same as provided in Section 26(a) above), and cease operations over such CapacityAgreement.

Appears in 1 contract

Samples: License Agreement (Supergen Inc)

Licensor. If any governmental agency or third party institutes proceedings to impose any public utility or common carrier status or obligations Licensor represents and warrants that: (i) it is a corporation duly organized validly existing and in good standing under the laws of Delaware; (ii) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on Licensor or the use part of Licensor; (iii) to the Licensor's capacity best knowledge, Licensor is either the sole and exclusive owner of all right, title and interest in and to or facilities as a result is the exclusive licensee of its performance the Licensed Patents; (iv) the Licensed Patents are valid and enforceable; (v) the Licensed Patents are not invalid or non-enforceable in view of any references currently known to Licensor; (vi) Licensor has the right to grant the rights and licenses granted herein; (vii) to the best of the Licensor's knowledge, the Licensed Subject Matter is free and clear of any lien, encumbrance, security interest or restriction on license; (viii) to Licensor's best knowledge, the practice of the Licensed Subject Matter will not infringe intellectual property of third parties; (ix) it has not previously granted, and will not grant during the term of this Agreement, any right, license or if interest in or to the Licensed Subject Matter, or any action is brought by any third party challenging portion thereof, inconsistent with the continued validity or seeking license granted to adversely modify, suspend or revoke SuperGen herein; (x) to the best of Licensor's operating authority for knowledge, there are no threatened or pending actions, suits, investigations, claims or proceedings in any way relating to the Licensed Subject Matter; (xi) that the list of patents and patent applications in Exhibit 1 is a complete and accurate list of all patents and patent applications owned or any part controlled by Licensor that relate to the Field; (xii) that the list of its services or System as a result of its or Licensee's performance of this Agreement, or if, as a result of any change agreements included in applicable law or regulation (or in judicial or other official interpretations thereof), Licensor reasonably deems that such a proceeding is likely and has a significant possibility of success on the merits, Licensor may, without further liability to Licensee, upon one hundred eighty (180) days written notice, terminate this Agreement as Exhibit 3 is a whole without causecomplete and accurate list of agreements entered into by Licensor regarding the Licensed Subject Matter; provided, however (xiii) that Licensor shall not terminate the agreements included in this Agreement or as Exhibit 3 are true copies of all original agreements entered into by Licensor regarding the Licensed Subject Matter; (xiv) that the licensing of the Subject Matter of the agreements included in this Agreement as Exhibit 3, and practice of the Subject Matter by SuperGen, is consistent with any Capacity provided by it during the pendency of such proceedings or actions if Licensee agrees to indemnify and hold harmless Licensor (pursuant to an indemnification agreement in form and substance reasonably satisfactory to Licensor) against all liability, claims, fines or damages (including reasonable attorneys' fees) incurred obligations undertaken by Licensor as a result condition of Licensee's continued operations and use entering into such agreements, (xv) the Field of the Capacity unless license granted in Article 2 is included within the licenses granted to Licensor by the University of Texas and Xxxx Israel Deaconess Medical Center, and (xxvi) Licensor is required to do so by a valid warrants that it will maintain and final order avoid breach of a court of competent jurisdiction, or (y) in Licensor's opinion, continued performance or activity by Licensee under the terms licenses that are the subject of this Agreement would have a present or future material adverse effect on the local cable or other operations of Licensor, its financial condition or operating condition or is reasonably likely to result in the imposition of public utility or common carrier status on Licensor or an adverse modification, suspension or revocation of such Licensor's operating authority for its services or its System or the forfeiture of any portion of the System. Licensor shall control the defense, prosecution and settlement of such claim or demand but shall allow Licensee the opportunity to participate in such defense through counsel of its own choosing, which participation will be at the sole expense of Licensee. If the proceedings or actions would in any event affect only a portion of the Capacity, Licensor will instead terminate only the license of the Capacity that is affected thereby. Upon the effective date of such a termination, Licensee shall terminate its use of the Capacity, remove its plant and equipment (or abandon the same as provided in Section 26(a) above), and cease operations over such CapacityAgreement.

Appears in 1 contract

Samples: License Agreement (Supergen Inc)

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