Material License Clause Samples
A Material License clause grants one party the legal right to use certain materials, such as intellectual property, documents, or software, under specified conditions. This clause typically outlines the scope of the license, including any limitations on use, duration, and whether the license is exclusive or non-exclusive. By clearly defining the permissions and restrictions associated with the use of the materials, the clause helps prevent unauthorized use and protects the interests of the material's owner.
Material License. (A) Subject to Company’s compliance with the terms and conditions of this Agreement, Company is granted a non-exclusive, non-transferable, revocable, limited license (without the right to sublicense) during the Term to use the Facebook Materials solely to provide Services in the Territory as expressly authorized under this Agreement; but not otherwise. Company also agrees to comply with the Facebook e-mail, trademark, communications and branding guidelines and requirements at all times in performing this Agreement, including, without limitation, with respect to all Services communications to Facebook employees and/or Users, if any, originating from a Facebook e-mail address or any other uses of the Facebook Properties. These e-mail, trademark, communications and branding guidelines will be furnished to Company and may be updated by Facebook from time to time.
(B) Company covenants and agrees that Company will not sublicense, sell, distribute, reproduce, modify, publicly perform, or display any Materials, in whole or in part, and that Company’s use of the Materials will comply with this Agreement, all Laws and the guidelines provided by Facebook from time to time.
(C) Company will not use Facebook Marks or any Materials in a manner that reflects negatively, disparages, or tarnishes the name, reputation, image or goodwill of Facebook or its affiliates, or any of their respective products or services.
Material License. 19 Merger........................................................................1
Material License. 9 Maturity .................................................... 10
Material License any Material Contract that involves the licensing of Intellectual Property or other assets from any third party and that involves payments by the licensee thereunder in excess of $2,500,000. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Securities Accounts: the Securities Accounts (i) numbered 268-07M59, maintained by the Parent, (ii) numbered 268-07083, maintained by the Borrower and (iii) numbered 07162 (4236457), maintained by the Cayman Guarantor, in each case with ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., Inc. Moody’s: ▇▇▇▇▇’▇ Investors Service, Inc., and its successors. Multiemployer Plan: any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any Obligor or ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions. Net Proceeds: with respect to an Asset Disposition, proceeds (including, when received, any deferred or escrowed payments) received by Parent or a Subsidiary in cash from such disposition, net of (a) reasonable and customary costs and expenses actually incurred in connection therewith, including legal fees and sales commissions and fees of accountants, investment banks and consultants; (b) amounts applied to repayment of Debt secured by a Permitted Lien senior to Agent’s Liens on Collateral sold; (c) transfer or similar taxes; and (d) reserves for indemnities, until such reserves are no longer needed. Notes: each Revolver Note or other promissory note executed by Borrower to evidence any Obligations.
Material License. You hereby award Prime Publishing and its affiliated companies worldwide, a non-exclusive, royalty-free, perpetual right and license (a) to reproduce, distribute, transmit, publicly demonstrate and publicly display the materials, in whole or in part, and media (b) to , translate and create derivative works from the materials, in whole or in part, in any way, by any means and (c) sublicense the foregoing rights, in whole or in part, to any third party, with or without charge. 4)
Material License. (i) as to any Covered Person, any license, permit or consent from a Governmental Authority or other Person and any registration and filing with a Governmental Authority or other Person which if not obtained, held or made by such Covered Person has or is reasonably likely to have a Material Adverse Effect on the Borrower specifically or the Subsidiaries taken as a whole, and (ii) as to any Person who is a party to this Agreement or any of the other Loan Documents, any license, permit or consent from a Governmental Authority or other Person and any registration or filing with a Governmental Authority or other Person that is necessary for the execution or performance by such party, or the validity or enforceability against such party, of this Agreement or such other Loan Document. MATERIAL OBLIGATION -- as to any Person, an Obligation of such Person which if not fully and timely paid or performed has or is reasonably likely to have a Material Adverse Effect on the Borrower specifically or the Subsidiaries taken as a whole. MATERIAL PROCEEDING -- any litigation, investigation or other proceeding by or before any Governmental Authority (i) which involves any of the Loan Documents or any of the transactions contemplated thereby, or involves a Covered Person or a Guarantor as a party or any property of Covered Person or a Guarantor, and has or is reasonably likely to have a Material Adverse Effect on the Borrower specifically or the Subsidiaries taken as a whole if adversely determined, (ii) in which there has been issued an injunction, writ, temporary restraining order or any other order of any nature which purports to restrain or enjoin the making of any Advance, the consummation of any other transaction contemplated by the Loan Documents, or the enforceability of any provision of any of the Loan Documents, (iii) which involves the actual or alleged breach or violation by a Covered Person of, or default by a Covered Person under, any Material Agreement, or (iv) which involves the actual or alleged violation by a Covered Person or any Guarantor of any Material Law. MATURITY -- as to any Indebtedness, the time when it becomes payable in full, whether at a regularly scheduled time, because of acceleration or otherwise. 104 MAXIMUM AVAILABLE AMOUNT -- the maximum Dollar amount available for Revolving Loan Advances on any date as limited in Section 3.1.2, as it may be changed as provided herein. MULTI-EMPLOYER PLAN -- a Pension Benefit Plan which is a multi-employer...
Material License. The term “Material License” has the meaning set forth in Section 14.1(a)(xiv).
Material License. (a) As to any Person, any license, permit or consent from a Governmental Authority or other Person and any registration, filing with a Governmental Authority or other Person which if not obtained, held or made by such Person reasonably could have a Material Adverse Effect with respect to such Person or any other Person including, without limitation, any occupancy permits and liquor licenses, and (b) as to any Person who is a party to this Agreement or any of the other Loan Documents, any license, permit or consent from a Governmental Authority or other Person and any registration or filing with a Governmental Authority or other Person that is necessary for the execution or performance by such party, or the validity or enforceability against such party, of this Agreement or such other Loan Document.
Material License. The loss, termination, suspension or impairment of any Material License shall occur and such suspension or impairment is not cured, nor is a satisfactory replacement obtained, in each case in the sole discretion of the Agent, within ten (10) Business Days of such loss, termination, suspension or impairment;