Termination of Master License Clause Samples
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Termination of Master License. (a) Notwithstanding anything to the contrary in this Agreement, the rights and licenses granted to Licensee hereunder shall be perpetual (unless terminated pursuant to this Section 9.2) and shall not terminate upon the expiration or termination of the Master License to the extent such rights and licenses relate to (i) Licensed Know-How, (ii) Licensed Marks, (iii) any Licensed Products and (iv) any Licensed Patent Rights to the extent covering claims that have not expired as of the applicable date and Licensor has acquired, replaced, extended such rights as provided in Section 9.2(b). With respect to any Licensed Products, the rights granted hereunder shall continue, on a perpetual basis (unless terminated pursuant to this Section 9.2), to the extent permitted by Applicable Law, beyond the expiration of the applicable patent term with respect to Licensed Products, Licensed Know-How, Licensed Marks, Licensed Patents Rights, improvements, enhancements, and other non-patent intellectual property.
(b) Licensor shall extend, renew, replace or otherwise maintain in effect the Master License (or enter into a successor license or acquire ownership of the applicable Licensed Products, Licensed Know-How, Licensed Marks, or Licensed Patent Rights and related intellectual property) on terms sufficient to permit Licensor to continue to support and honor the rights granted to Licensee hereunder without interruption. Licensor shall not take any action, or fail to take any action, that would reasonably be expected to impair, terminate or materially diminish Licensee’s rights under this Agreement.
(c) To the extent that the Master License expires or terminates and Licensor is unable to maintain or replace such upstream rights with respect to any Licensed Products, Licensed Know-How, Licensed Mark, or Licensed Patent Rights which have not expired as of the applicable date and that is necessary for the commercialization of any Royalty Product, Licensor shall have a period of sixty (60) days following written notice thereof from Licensee to cure such failure by reinstating or replacing the applicable upstream rights. If Licensor fails to cure such failure within such sixty (60)-day period, then, as Licensee’s sole and exclusive remedy related thereto, and Licensor’s sole and exclusive liability with respect to any such failure to maintain, extend, replace, or acquire the upstream rights under the Master License, whether such claim arises in contract, tort, equity, or otherwise...
Termination of Master License. If Licensee’s default is of such a serious nature in the City’s sole judgment that the default materially affects the purposes of this Master License, the City may terminate this Master License in whole or in part. Termination of this Master License in whole will affect the termination of all Pole Licenses issued under it automatically and without the need for any further action by the City. In either case, the City will deliver notice to Licensee providing 30-days’ notice of termination and specifying whether the termination affects the entire Master License or only certain Pole Licenses as specified in the notice. The City will specify the amount of time Licensee will have to remove its Equipment from any affected City Pole, which will be at least 30 days after the date of the City’s notice for up to 50 City Poles and an additional 30 days for more than 50 City Poles. If Licensee does not remove its Equipment within the specified period, the City will be entitled to remove Licensee’s Equipment from the License Areas.
Termination of Master License. If Licensee’s default is of such a serious nature in the SFPUC’s sole judgment that the default materially affects the purposes of this Master License, the SFPUC may terminate this Master License in whole or in part. Termination of this Master License in whole will effect the termination of all Pole Licenses issued under it automatically and without the need for any further action by the SFPUC. In either case, the SFPUC will deliver notice to Licensee providing 30-days’ notice of termination and specifying whether the termination affects the entire Master License or only certain Pole Licenses as specified in the notice. The SFPUC will specify the amount of time Licensee will have to remove its Equipment from any affected SFPUC Pole, which will be at least 30 days after the date of the SFPUC’s notice for up to 50 SFPUC Poles and an additional 30 days for more than 50 SFPUC Poles. If Licensee does not remove its Equipment within the specified period, the SFPUC will be entitled to remove Licensee’s Equipment from the SFPUC Pole. The SFPUC will have the right to make any terminated portion of the License Area available for license to other parties as of the effective date of the termination, even if Licensee’s Equipment is still on the Pole.
Termination of Master License. In the event that the Master License terminates for any reason, this Agreement shall automatically terminate.
Termination of Master License. Notwithstanding any other provision hereof the Licensor acknowledges that the rights of Master Licensee to sub license the Software is described under the terms of this Master License Agreement made between the Licensee and Fairwind and that a default by the Licensee under the terms of the Master License Agreement may result in the termination of a Sub License. In the event of such termination Fairwind is given the right, which right is hereby recognized and confirmed by the Master Licensee, to take any and all such steps as Fairwind may determine necessary to prevent the continued use the Software by the Master Licensee. In event of the termination of this Agreement by virtue of the termination of the Master Agreement, sub-licensees shall be entitled to contact Fairwind directly and negotiate any continued use of the Software on such terms as may be negotiated, without compensation to the Master Licensee and similarly, in such circumstances, Fairwind shall be entitled to contact the Sub-licensee or otherwise negotiate with the sub-Licensee with respect to continued use of the Software, without interference by the Master Licenseer or compensation of any nature to the Master Licensee.
Termination of Master License. Notwithstanding any other provision hereof the Licensee acknowledges that the rights of Licensor to sub license the Software as provided for herein, is described under the terms of Master Sub License Agreement made between the Licensor and Gamingtech Corporation of Belize City, Belize and that a default by the Licensor under the terms of the Master Sub License Agreement may result in the termination of the Master Sub License Agreement, which in turn may result in the termination of this Agreement. In the event of such termination Gamingtech Corporation is given the right, which right is hereby recognized and confirmed by the Licensee, to take any and all such steps as Gamingtech Corporation may determine necessary to prevent the continued use the Software by the Licensee. In event of the termination of this Agreement by virtue of the termination of the Master Sub License Agreement, and provided that the Licensee is not then in default hereunder, the Licensee shall be permitted to terminate this Agreement and shall be entitled to contact Gamingtech Corporation directly and negotiate any continued use of the Software on such terms as may be negotiated, without compensation to the Licensor and similarly, in such circumstances, Gamingtech Corporation shall be entitled to contact the Licensee or otherwise negotiate with the Licensee with respect to the Licensee's continued use of the Software, without interference by the Licensor or compensation of any nature to the Licensor.
Termination of Master License. { TC “Termination of Master License” \f C \l “3” }. If Licensee’s default is of such a serious nature in the SFPUC’s sole judgment that the default materially affects the purposes of this Master License, the SFPUC may terminate this Master License in whole or in part. Termination of this Master License in whole will effect the termination of all Pole Licenses issued under it automatically and without the need for any further action by the SFPUC. In either case, the SFPUC will deliver notice to Licensee providing 30-days’ notice of termination and specifying whether the termination affects the entire Master License or only certain Pole Licenses as specified in the notice. The SFPUC will specify the amount of time Licensee will have to remove its Equipment from any affected Concrete Pole, which will be at least 30 days after the date of the SFPUC’s notice for up to 50 Concrete Poles and an additional 30 days for more than 50 Concrete Poles. If Licensee does not remove its Equipment within the specified period, the SFPUC will be entitled to remove Licensee’s Equipment from the Concrete Pole. The SFPUC will have the right to make any terminated portion of the License Area available for license to other parties as of the effective date of the termination, even if Licensee’s Equipment is still on the Pole.