IP License. Seller grants to Buyer a limited, non-exclusive, non- transferable license to use Seller’s Intellectual Property in conjunction with the purchase and use of a Bloom System (the “IP License”); provided, that such license may be transferred to Buyer’s Lender or its designee upon transfer of the Portfolio and underlying agreements to such party due to a foreclosure proceeding, deed-in-lieu-of-foreclosure or other similar remedy on account of Buyer’s Lender’s security interest herein and, if transferred to Buyer’s Lender or its designee, such license may be further transferred by such party to any other Person who acquires the Portfolio from Buyer’s Lender or its designee. Seller shall retain all right, title and ownership of any and all Intellectual Property. No right, title or interest in any Intellectual Property of Seller is granted, transferred or otherwise conveyed to Buyer under this Agreement except as otherwise expressly set forth herein. Buyer shall not modify, network, rent, lease, loan, sell, distribute or create derivative works based upon the Intellectual Property in whole or part, or cause or knowingly allow any third party to do so.
IP License. Any Intellectual Property Rights that O&M Contractor may conceive, make, develop, create, reduce to practice or work on, in whole or in part, in the course of performing the Services, shall be owned and retained by O&M Contractor. O&M Contractor hereby grants to Owner an irrevocable, nonexclusive royalty-free license (which license is freely transferable to any party to which the Project is sold, collaterally assigned, or otherwise transferred) to use all such Intellectual Property Rights, other proprietary rights and specialized knowledge of O&M Contractor which, in each case, are used in connection with the Services for Owner’s use to the extent reasonably necessary for the operation, maintenance, repair, or alteration of the Project or components thereof. To the extent necessary, O&M Contractor shall, prior to such Subcontractor performing any Services in connection with the Project, obtain a valid written license of any such Subcontractor’s Intellectual Property Rights, specialized knowledge or other proprietary property from such Subcontractor in terms substantially similar to those that obligate O&M Contractor to Owner as expressed in this Section 14.1. Without diminishing the rights granted in this Section 14.1, O&M Contractor also acknowledges and agrees that it shall not be a breach of the license granted in this Section 14.1 for any Affiliate of Owner to utilize as reference material any such Intellectual Property Rights, proprietary right or specialized knowledge to the extent reasonably necessary or appropriate in connection with the ownership, use, operation, maintenance, repair, or alteration of the Project or components thereof. Except as specifically stated herein, no other license in such patents and proprietary information is granted pursuant to this Agreement.
IP License. Subject to the terms and conditions of this Agreement, Digimarc hereby grants to the Company, as of the Effective Date, a worldwide, non-exclusive, royalty free, nontransferable, irrevocable license under any and all Digimarc Licensed IP as reasonably required for use by or for the Company in the manufacture (by or for), development, marketing, offer for sale, sale, import, lease, license and other transfer to Company customers of Company Products within the scope of the Business.
IP License. Subject to the terms and conditions of this Agreement, Nielsen hereby grants to the Company, as of the Effective Date, a worldwide, non-exclusive, royalty free, nontransferable, irrevocable license under any and all Nielsen Licensed IP as reasonably required for use by or for the Company in the manufacture (by or for), development, marketing, offer for sale, sale, import, lease, license and other transfer to Company customers of Company Products within the scope of the Business.
IP License. The IP License in full force and effect and there is no default thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.
IP License. (i) Subject to this Section 8.d and the other terms and conditions of this Agreement, effective as of the Closing Date and continuing for a six (6) month period thereafter; provided that if Buyer does not have the FDA licenses necessary to operate the Acquired Centers as of the end of such six (6) month period despite using its reasonable efforts to obtain such FDA licensure, then such period shall be extended until the earlier of (x) such date Buyer obtains FDA licensure with respect to the Acquired Centers and (y) the first anniversary of the Closing Date (the “Interim License Period”), Seller hereby grants to Buyer a limited, non-exclusive, non-transferable, non-assignable, as-is license, without the right to sublicense, to use the Business Intellectual Property solely in connection with Buyer’s operation of the Acquired Centers and in a manner substantially similar to Seller’s operation of the ADMA BioCenters Business as conducted immediately prior to Closing, subject to maintaining the confidentiality of such Business Intellectual Property (the “IP License”). The IP License shall terminate automatically upon expiration of the Interim License Period.
IP License. The Company hereby grants to each of the International Underwriters and Brazilian Placement Agents a limited, non-exclusive, non-transferable, non-sub-licensable, royalty free license to use the Company’s trademarks, servicemarks and corporate logo on the International Underwriters’ and Brazilian Placement Agents’ website, solely for the purpose of facilitating the on-line offering of the Offered Securities, in conformity with the Company’s marketing guidelines and applicable laws. Such license shall expire at the Time of Delivery.
IP License. Each Member (i) agrees to be bound by the terms of the IP License Agreement and (ii) represents and warrants to the Alliance that it has assigned to the Alliance2 all trademarks or logos such Member has registered in its name that use words “ChildFund,” “ChildFund International” or “ChildFund Alliance” whether alone or in combination with other words or logos in all jurisdictions where such Member has used or registered such trademarks.
IP License. Prior to or contemporaneously with the execution and delivery of this Agreement, the Transferor shall enter into that certain License Agreement, in the form attached as Exhibit F hereto, pursuant to which Transferor is licensing to National Telehealth Network, LLC, a Delaware limited liability company, certain intellectual property (as set forth thereon) (“IP Assets”, and collectively with the Assumed Contracts and Physical Assets, the “LHO Services”).
IP License. Supplier hereby grants each Customer and its assignees and designees (i) a world-wide, perpetual, non-exclusive, irrevocable, sub-licensable, fully paid, royalty-free license to the Intellectual Property (as defined below) owned by Supplier which is useful or necessary in the manufacture of its Component Parts, including all of Supplier’s processes, methods, documents, and software related to such Intellectual Property or otherwise used in the production of its Component Parts; and (ii) a sublicense to the Intellectual Property licensed to Supplier and useful or necessary for the manufacture of its Component Parts (subject to the terms of any applicable existing licenses and to any licensor’s consent to assignment of such license, if applicable); all of (i) and (ii) which shall extend to the right to make, have made, use, have used, modify, improve, reproduce, prepare derivative works of, distribute, display, offer to sell, sell, import and do all other things and exercise all other rights in the licensed or sublicensed Intellectual Property that is helpful or necessary to manufacture, assemble or transport its Component Parts and any future derivatives thereof (the “License”). Among other things, the License shall apply and extend without limitation to Component Parts supplied or to be supplied under the Purchase Contracts (including in the production of new vehicles by Customers and service obligations for past-model and used Customer vehicles) and to any (A) new model year changes with respect to the Component Parts, (B) mid-cycle enhancements with respect to the Component Parts or (C) refreshes with respect to the Component Parts incorporating the Intellectual Property. Nothing in this License is intended to limit any rights granted to Customers under the Purchase Contracts, including rights concerning licensing and other Intellectual Property, but is intended to expand those rights. Moreover, nothing in this License may be construed as an admission by any Customer of the validity of a Supplier’s claimed rights to Intellectual Property, including an admission that a license is required by a Customer to make, have made, sell, offer for sale and/or import the Component Parts. Customers will, and will cause their sublicenses to, treat and preserve the Intellectual Property in accordance with the same practices employed by them to safeguard their own intellectual property against unauthorized use and disclosure. The License will be granted and irrevocable ...
