Conduct of Licensee. Licensee agrees that it will not knowingly do or suffer to be done during the Term or any renewal period of this License any act or thing that will materially impair the rights of GM in and to the Trademarks then licensed hereunder. GM hereby agrees to indemnify and defend Licensee and undertakes to hold it harmless against any claims or suits to the extent that such claim or suit arises out of the exploitation and use by Licensee of the Trademarks as authorized in this License with respect to Products, provided that the claim or suit arises in the Territory and prompt notice is given to GM of any such claim or suit and provided further that GM shall have the option to undertake and conduct, at GM’s expense, the defense of any suit brought and that no settlement of any such claim or suit is made without prior written consent of GM (which consent shall not be unreasonably delayed or withheld). Licensee shall participate in such defense, at its own expense, to protect its interests. GM shall keep Licensee informed on all material developments throughout the progress of any such defense, and GM shall not, without Licensee’s prior approval, which approval shall not be unreasonably withheld, enter into any consent, settlement, or other agreement which materially diminishes or restricts Licensee’s rights under this License or places any material restrictions or conditions upon Licensee’s use of the Trademarks with respect to Products.
Conduct of Licensee. Licensee hereby acknowledges that its provision of Certified Product(s) in conjunction with the Compliance Certification Marks reflects on the good will and reputation of MISMO and the MBA. Therefore, Licensee agrees to act: (a) in a professional manner and to use commercially reasonable industry practices; and (b) in accordance with the terms and conditions of this Agreement as amended from time to time as well as applicable law and regulations. In addition, Licensee agrees that its Certified Products will be free of serious defects in manufacture and generally suitable for their intended purposes.
Conduct of Licensee. The Licensee must not, by any act or omission, use the CDR Trade Xxxx in any manner that tarnishes, degrades, disparages or reflects adversely on the Licensor, or on the CDR Trade Xxxx, in any material respect.
Conduct of Licensee. Licensee represents and warrants that it will conduct its business in full compliance with: (a) applicable laws and regulations; and (b) the policies of Major League Baseball.
Conduct of Licensee. The Licensee must at all times act reasonably and in good faith in its dealings with:
Conduct of Licensee. Non-interference with Licensor’s Operations Licensee shall at all times conduct itself so as not to interfere in any way with the operation of the Property or Premises by the Licensor.
Conduct of Licensee
