Pre-Existing Sample Clauses

Pre-Existing. Each party shall retain exclusive ownership of Intellectual Property created, authored, or invented by it prior to the commencement of the Services. If you provide Impero with your pre-existing Intellectual Property (“Customer IP”), then you hereby grant to Impero, during the term of the applicable Service Order, a limited, worldwide, non-transferable, royalty-free, right and license (with right of sub-license where required to perform the Services) to use the Customer IP solely for the purpose of providing the Services. You represent and warrant that you have all rights in the Customer IP necessary to grant this license, and that Impero’s use of such Customer IP shall not infringe on the Intellectual Property rights of any third party.
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Pre-Existing. Each party shall retain exclusive ownership of Intellectual Property created, authored, or invented by it prior to the commencement of the Services. If Customer provides Rackspace with its Customer IP, Customer hereby grants to Rackspace, during the term of the applicable Service Order, a limited, worldwide, non-exclusive, non-transferable, royalty-free, right and license (with right of sub-license where required to perform the Services) to use the Customer IP solely for the purpose of providing the Services. Customer URL: xxx.xxxxxxxxx.xxx/xxxxxxxxxxx/xxxxx/XXX represents and warrants that Customer has all rights in the Customer IP necessary to grant this license, and that Rackspace’s use of Customer IP shall not infringe on the Intellectual Property rights of any third party.
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Pre-Existing. Each party shall retain exclusive ownership of Intellectual Property created, authored, or invented by it before the Services' commencement. If Customer provides NETdepot with its Customer IP, Customer as a result of this grants to NETdepot, during the term of the applicable Customer Success Order, a limited, worldwide, non-exclusive, non-transferable, royalty-free, right and license to access and use Customer IP solely to provide the Services. Customer represents and warrants that Customer has all rights in Customer IP necessary to grant this license and that NETdepot's use of Customer IP shall not infringe on the Intellectual Property rights of any third party.
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Pre-Existing. All Intellectual Property owned by a Party on or before the Effective Date shall continue to be owned by such Party. All Intellectual Property that is (a) not IPR or Information and (b) generated or conceived during the Term of this Agreement by or on behalf of a Party shall be and/or remain owned by such Party.
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Pre-Existing. Except as granted under this Agreement, either Party and/or any of its Representatives shall not acquire any right, title or interest in any and all intellectual property, including any patent, trademark, copyright, industrial design, trade secret, know-how and any other intellectual property, whether patentable, registered or otherwise (individually and collectively, “IP”) of the other Party and/or any of its Representatives. Any right, title or interest in and to such IP existing prior to the Effective Date (respectively, “Pre-Existing IP”) shall not in any way be affected by this Agreement.
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Pre-Existing. No coverage is provided under this Agreement for a condition which existed prior to the Agreement purchase date or which existed prior to the expiration of the manufacturer’s original Vehicle warranty.
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Pre-Existing. Each party shall retain exclusive ownership of Intellectual Property created, authored, or invented by it prior to the commencement of the Services. If Customer provides Innovate with its Customer IP, Customer hereby grants to Innovate, during the term of the applicable Sales Order, a limited, worldwide, non-exclusive, non-transferable, royalty-free, right and license (with right of sub-license where required to perform the Services) to use the Customer IP solely for the purpose of providing the Services. Customer represents and warrants that Customer has all rights in the Customer IP necessary to grant this license, and that Innovate’s use of Customer IP shall not infringe on the Intellectual Property rights of any third party.
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Pre-Existing. Each party shall retain exclusive ownership of Intellectual Property created, authored, or invented by it prior to the commencement of the Services. If Customer provides Rackspace with its Customer IP, Customer hereby grants to Rackspace, during the term of the applicable Service Order, a limited, worldwide, non-exclusive, non-transferable, royalty-free, right and license (with right of sub-license where required to perform the Services) to use the Customer IP solely for the purpose of providing the Services. Customer represents and warrants that Customer has all rights in the Customer IP necessary to grant this license, and that Rackspace’s use of Customer IP shall not infringe on the Intellectual Property rights of any third party.
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Pre-Existing. Condition means any sickness, disease or physical condition which existed before the commencement of the Journey in respect of the Insured Person, which presented signs or symptoms of which the Insured Person and/or the Policyholder were aware or should reasonably have been aware.
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Related to Pre-Existing

  • Pre-Existing Materials Subject to Section 3.A, Consultant will provide the Company with prior written notice if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any invention, discovery, idea, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest, prior to, or separate from, performing the Services under this Agreement (“Prior Inventions”), and the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. Consultant will not incorporate any invention, discovery, idea, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by any third party into any Invention without Company’s prior written permission.

  • Corporate Existence, Etc Subject to Section 10.2, the Company will at all times preserve and keep its corporate existence in full force and effect. Subject to Section 10.2, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

  • Corporate Existence So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

  • Formation; Existence Buyer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Buyer, or its applicable Designated Subsidiary, is qualified to do business in the states where the Properties acquired by Buyer or such Designated Subsidiary are located.

  • Separate Existence Except for financial reporting purposes (to the extent required by generally accepted accounting principles) and for federal income tax purposes and, to the extent consistent with applicable state tax law, state income and franchise tax purposes, the Member and the Managers shall take all steps necessary to continue the identity of the Company as a separate legal entity and to make it apparent to third Persons that the Company is an entity with assets and liabilities distinct from those of the Member, Affiliates of the Member or any other Person, and that, the Company is not a division of any of the Affiliates of the Company or any other Person. In that regard, and without limiting the foregoing in any manner, the Company shall:

  • Corporate Existence; Subsidiaries Borrower shall, and shall cause each of its Subsidiaries to, preserve and maintain its corporate existence, subject to the provisions of Section 7.12 hereof. Together with any financial statements delivered pursuant to Section 7.6 hereof, Borrower shall deliver an updated Schedule 5.2 to reflect any changes from the existing Schedule 5.2.

  • Corporate Existence and Good Standing The Borrower shall, and shall cause each of its Subsidiaries to, maintain its corporate existence and its qualification and good standing in all jurisdictions in which the failure to maintain such existence and qualification or good standing could reasonably be expected to have a Material Adverse Effect.

  • Company Existence During the term of this Agreement, the Seller shall keep in full force and effect its existence, rights and franchises as a limited liability company under the laws of the jurisdiction of its formation and shall obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. In addition, all transactions and dealings between the Seller and its Affiliates (including the Issuer) shall be conducted on an arm’s length basis.

  • Corporate Existence; Conflicting Agreements The Company will take all steps necessary to preserve and continue the corporate existence of the Company. The Company shall not enter into any agreement, the terms of which agreement would restrict or impair the right or ability of the Company to perform any of its obligations under this Agreement or any of the other agreements attached as exhibits hereto.

  • Organization; Existence Each of the Credit Parties is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign entity and is in good standing under the laws of each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the Credit Parties has the corporate power and authority to own or hold under lease the material properties it purports to own or hold under lease, to transact the material business it transacts and proposes to transact, to execute and deliver this Credit Agreement, the other Credit Documents and the Fee Letter and to perform the provisions hereof and thereof.

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