Licensor Obligations. Each of Licensor and the Additional Parties shall provide, and shall cause each of their respective controlled Affiliates to provide, at Licensee’s cost and expense, any authorizations and powers of attorney as requested by Licensee in order for Licensee to take the actions contemplated by this Section 5.04(a), including to maintain the Licensed Patents, prosecute any applications included therein for registration and to opt-out from the exclusive competence of the European Unified Patent Court and to withdraw from any such opt-out.
Licensor Obligations. Licensor shall not without the express written consent of Licensee, for any reason or at any time either during or subsequent to the term of this Agreement, disclose to third parties other than to their financial and legal advisors information about the sales, profits and business affairs of Licensee they receive access to in connection with this Agreement.
Licensor Obligations. Licensor shall have the right to prepare, file, prosecute, maintain and defend each of the Patents. Licensor shall have the right to maintain and defend the Licensed Technology other than the Patents. Licensor shall consult with Licensee on such matters from time to time on Licensee’s reasonable request.
Licensor Obligations. In the event infoUSA informs Licensor that there is a problem or mistake with the Licensed Data, Licensor shall repair or replace the defective Licensed Data.
Licensor Obligations. Licensor shall (a) fully perform all obligations and discharge all liabilities under any licenses, sublicenses and other agreements included in or otherwise affecting the LMT Technology (including without limitation wherever there is a reference in this Section 4.3 to agreements “affecting” the LMT Technology, all obligations under the Apple Agreement (and all instruments or agreements entered in to by Licensor pursuant to or in connection with the Apple Agreement) as and when the same are to be performed; (b) without limiting the generality of the foregoing, pay, prior to delinquency, all insurance premiums, taxes, charges, liens and assessments against the LMT Technology and all amounts that become due and payable under any trade secrets, licenses, sublicenses and other agreements included in or otherwise affecting the LMT Technology; (c) promptly upon written request of Licensee, request and provide copies of invoices or a report from the annuity paying service with respect to payments described in the preceding clause (b) and notice of any payments made pursuant to this Section 4.3, and provide copies of documents as may be reasonably necessary or advisable to confirm that Licensor has performed the obligations set forth in this Section 4.3; (d) promptly following receipt thereof, deliver copies of all notices alleging any breach or default under or asserting any adverse claim in respect of any trade secrets, licenses, sublicenses and other agreements included in or otherwise affecting the LMT Technology; and (e) upon written request from Licensee, provide Licensee with reasonably detailed reports and copies of documents as may be reasonably necessary or advisable to confirm that Licensor has performed the foregoing obligations. Licensor hereby irrevocably appoints Licensee as its true attorney in fact to perform (at Licensor’s expense) any of the following powers, which are coupled with an interest, and may be exercised from time to time by Licensee’s officers and employees, or any of them, to perform any obligations of Licensor under this Section 4.3, in Licensor’s name or otherwise, including without limitation obligations under the Apple Agreement and all instruments or agreements entered into by Licensor pursuant to or in connection with the Apple Agreement. For avoidance of doubt, Licensee shall have no obligation hereunder to exercise the rights granted pursuant to the preceding sentence.
Licensor Obligations. 5.1 To ensure Licensee can maintain consistency with Licensor’s depiction of the Trademarks and Copyrights, Licensor shall, within 10 days of any request from Licensee, provide Licensee with:
Licensor Obligations. The Licensor shall indemnify the Commonwealth against all third-party claims, suits, demands, losses, damages, costs, and expenses, including without limitation, litigation expenses, attorneys' fees, and liabilities, arising out of or in connection with any activities performed by the Licensor or its employees and agents that are related to this Agreement, as determined by the Commonwealth in its sole discretion.
Licensor Obligations. With respect to each In-License Agreement from which In-Licensed Patents are included in the Nalu Improvement Patents or AcceleMed Licensed Patents, as applicable, Licensor shall have the right to terminate such In-License Agreement without the prior consent of Licensee provided that the sublicense granted to Licensee thereunder survives such termination. Otherwise Licensor may terminate such In-License Agreement only with Licensee’s prior written consent, not to be unreasonably withheld, conditioned or delayed. In the event of any assignment of any In-License Agreement, such assignment shall be subject to the rights and licenses granted to Licensee herein. Licensor will promptly notify Licensee of any notice of breach given or received under any In-License Agreement, or of any dispute likely to give rise to such a notice, and shall cooperate with and afford Licensee the reasonable opportunity to cure such breach on behalf of Licensor, if so requested by Licensee.
Licensor Obligations. (a) Licensor or its agent shall calculate and provide to Licensee, as reasonably necessary during the Term, the Indices calculations and constituent data in accordance with the parameters for such calculations established by Licensor from time to time. In addition, Licensor shall provide Licensee with timely notification and information regarding changes to the Indices consistent with Licensor’ then current procedures, which procedures may be modified by Licensor. Licensor shall use reasonable efforts to notify Licensee prior to making any material change to the Indices.
Licensor Obligations. Licensor agrees to provide Account servicing support in accordance with the Program Guidelines, including, but not limited to the following.
