License to Seller. Buyer hereby grants to Seller a nonexclusive, transferrable (but solely in connection with a sale of all or substantially all of the assets related to a product or line of business), sublicensable (through multiple tiers, but in each case, solely within the scope of the license to Seller and only to a third party that is not then-currently commercializing a product that directly competes with the Products or the Development Products), worldwide, perpetual, irrevocable, paid-up and royalty-free license under any Non-Exclusive Transferred Intellectual Property for Seller’s use in connection with its business operations as of the Closing and extensions and evolutions thereof but excluding any operations related to the Business, the Products or the Development Products. For clarity, Seller shall have no right to enforce any Non-Exclusive Transferred Intellectual Property against any third party that may be misappropriating or infringing such Non-Exclusive Transferred Intellectual Property.
License to Seller. Effective as of the Closing, Purchaser and its Affiliates hereby grant to Seller and its Affiliates, and Seller and its Affiliates shall retain, a worldwide, irrevocable, perpetual, non-exclusive, fully paid-up, royalty-free, non-sublicensable (except as provided in Section 6.2) license to the Business Intellectual Property, provided such license is not used in the conduct of the Seller Parties Restricted Business (notwithstanding the foregoing, in the event Seller sub-licenses any Business Intellectual Property in violation of Section 6.2, the associated license to Seller shall be revocable at Purchaser’s sole discretion; provided that prior to such revocation, Purchaser must notify Seller of such violation and provide Seller with a reasonable amount of time to cure such violation, and if such violation is so cured then no such revocation will be permitted):
License to Seller. To the extent necessary for provision of the Consulting Services, Purchaser hereby grants to Seller and its Affiliates, under the Patent, and for the Term, a royalty-free, non-exclusive, non-sublicensable right and license (“Seller License”) to practice the methods and to make, have made, use, distribute, lease, sell, offer for sale, import, export, develop and otherwise dispose of and exploit any products covered by the Patents (“Covered Products”). The Seller License is nontransferable (by operation of law or otherwise) and will terminate upon termination of the Consulting Services.
License to Seller. (i) Buyer hereby grants to Seller, and Seller hereby accepts, a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid-up right and license, with the right to sublicense in accordance with Section 7.12(b)(iv) below, to use, reproduce, create derivative works of, distribute, display, and perform the Transferred Business Know-How solely for purposes of operating the Retained Business.
License to Seller. (a) On the Closing Date, Buyer agrees to license to Seller, for the consideration of $1.00 payable to Buyer at Closing, the Trademarks listed in Exhibit B to this Agreement (the "License") for the sole purpose to allow Seller to: (i) sell its existing inventory as listed in Exhibit C to this Agreement (the "Inventory"); and (ii) fill its customer orders outstanding as of the Closing Date and as shown in Exhibit D to this Agreement from those purchase orders as shown in Exhibit C to this Agreement. The License shall be effective for the period commencing from the Closing Date through and including April 30, 1997. In the event Seller has not sold and shipped the Inventory to independent third parties on or before April 30, 1997, Seller agrees to remove or cause to be completely illegible any and all Trademarks from or on the remaining Inventory. Seller agrees that the quality of any and all goods and products Seller may manufacture pursuant to this Section 9.1(a) shall be the same or at least as good as the quality of similar goods and products manufactured by Seller prior and up to the date hereof.
License to Seller. The parties hereto shall enter into a license ----------------- agreement in substantially the form attached hereto as Exhibit G (the "License --------- ------- Agreement"). The parties hereto acknowledge and agree that, except as provided --------- in the License Agreement, relating to the business of providing computer and Internet access and services in hotel and hospitality and in multi-dwelling and multi-tenant environments, Seller and Parent may continue their business of providing computer and Internet access and services through kiosks and other publicly accessible computer terminals worldwide without any additional licenses of any of the Intellectual Property. In the event of a determination that the provision by Seller and/or Parent of such access and services does require a license under the Intellectual Property, then the parties shall thereafter negotiate such a license on commercially reasonable terms.
License to Seller. On the Closing Date and subject to Seller's ----------------- fulfillment of its duties, obligations, representations and warranties to Purchaser under this Agreement, Purchaser grants to Seller a royalty-free, non- exclusive, worldwide license in and to the Intellectual Property in existence on the date hereof that is used on the date hereof by Seller in the conduct of the Retained Business (the "Licensed IP"), to use the Licensed IP only in the conduct of the Retained Business. This Section 8.14 shall not reduce Seller's obligations (or Purchaser's rights) under, or otherwise modify, Section 8.06 hereof. During the three (3) year period following the Closing, Seller shall not sublicense or otherwise transfer any rights, title or license in, to or under any such Licensed IP, unless such sublicensee or transferee, as applicable, expressly agrees to observe the same restrictions and obligations of Seller pursuant to this Section 8.14. Upon any noncompliance with the immediately preceding sentence, all of Seller's (and its assignees') right, title and interest in, to and under the Licensed IP shall immediately and automatically terminate, otherwise the license granted under this Section shall be perpetual. PURCHASER DISCLAIMS, AND SELLER UNCONDITIONALLY WAIVES, ALL IMPLIED GUARANTEES AND WARRANTIES (INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF (I) MERCHANTABILITY, (II) FITNESS FOR A PARTICULAR PURPOSE, WHETHER OR NOT ANY PURPOSE HAS BEEN NOTIFIED TO THE LICENSOR, OR (III) NON-INFRINGEMENT) RELATING TO OR ARISING OUT OF THE LICENSED IP. Other than as expressly set forth herein, Purchaser retains all right, title and license in and to the Licensed IP, and no license granted pursuant to this Section 8.14 shall restrict, impede or otherwise limit the rights, title, and licenses granted to Purchaser pursuant to this Agreement or otherwise.
License to Seller. Effective as of the Closing, and subject to the provisions hereof, Purchaser and its Subsidiaries hereby grant, and agree to grant, to Seller and the Seller Subsidiaries a worldwide, irrevocable, non-exclusive, fully paid-up, transferable, sublicensable (subject to Section 5.24(c)) license under the Acquired Intellectual Property, to the extent practiced, used or exploited by, or absent a license thereto or ownership thereof, would be infringed by, the businesses of Seller or the Seller Subsidiaries (other than the Business) as of the Closing Date, to use, reproduce, distribute, disclose, make, improve, display and perform (publicly and otherwise, subject to any applicable confidentiality restrictions), create derivative works of, and otherwise exploit the Excluded Assets in any manner to operate the businesses of Seller and the Seller Subsidiaries (other than the Business) in any field.
License to Seller. Effective as of the Closing and subject to the provisions hereof Buyer and its Subsidiaries (“Buyer Licensors”) hereby grant, and agree to grant, to the Parent Group (“Seller Licensees”) a worldwide, irrevocable, perpetual, non-exclusive, fully paid-up, non-transferable (except as set forth in Section 8.10(d)), sublicensable (subject to Section 8.10(c)) license under the Company IP (excluding any Registered IP) in existence as of the Closing Date, to use, reproduce, distribute, disclose, make, improve, display and perform (publicly and otherwise, subject to any applicable confidentiality restrictions), create derivative works of, and otherwise exploit in any manner to operate the retained businesses and operations of Parent Group, other than the Business, in any field.
License to Seller. Effective as of the Closing, until the last to expire of the Licensed Back Patents, the Purchaser hereby grants to the Seller and its Affiliates, and Seller and its Affiliates shall retain, a worldwide, irrevocable, non-exclusive, fully paid-up, royalty-free, non-transferable (except as provided in Section 7.3(c)), license under such rights as the Purchaser has acquired under this Agreement in the Licensed Back Patents, (i) to make, have made, import, use, offer to sell, sell (or otherwise dispose of) any products (other than Business Products) of Seller or its Affiliates, and (ii) to practice any method, process or procedure claimed in any of the Licensed Back Patents in connection with Seller’s or its Affiliates’ businesses; provided that neither Seller nor its Affiliates shall exercise their rights under the foregoing license in a manner that would be in breach of the restrictions set forth in the Noncompetition Agreement. This license to the Seller is limited to the field of use that includes the Seller’s retained business as that business is operated as of the Effective Time only. For the avoidance of doubt, this license shall not cover any of the Seller’s new products.
