APPOINTMENT AND GRANT OF LICENSE Sample Clauses

APPOINTMENT AND GRANT OF LICENSE. 13.1 The Manufacturer hereby appoints the Customer to be the sole and exclusive agent for the promotion, sales, marketing, distribution and administration of the products listed in schedule A of this agreement based on minimum annual product purchase requirements as listed in Schedule B of this agreement. 13.2 The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.
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APPOINTMENT AND GRANT OF LICENSE. Subject to the terms and conditions contained in this Agreement, WALNUT grants to DIRECT REVENUE, during the term of this Agreement, a non-exclusive, non-transferable license (except as set forth below) in the Search Software to use, distribute, and reproduce the software solely in connection with bundling it with the Direct Revenue Software (the “Bundled Search Software”) so that it can be downloaded and used in conjunction with the Direct Revenue software by End Users. DIRECT REVENUE may sublicense the Search Software to its third party distributors in connection with such distributors’ distribution of Bundled Search Software, provided that DIRECT REVENUE shall provide each such distributor with [ * ] provided to DIRECT REVENUE from time to time by WALNUT and shall instruct each distributor that it and any of its subcontractors must [ * ] to the extent [ * ] are relevant to distribution practices and include in any contract between DIRECT REVENUE and any such distributor such [ * ] with the [ * ] to the extent they apply to distribution and provided further that, DIRECT REVENUE acknowledges and agrees that if any third party distributor [ * ], such [ * ] by DIRECT REVENUE solely for [ * ] purposes of Section [ * ]. DIRECT REVENUE covenants that it will take action to comply, with the [ * ] as found [ * ] as of the date of this Agreement (the “[ * ]”). Upon receipt of a new or revised version of [ * ] from WALNUT, DIRECT REVENUE may, upon a reasonable good faith determination by DIRECT REVENUE that [ * ] will be materially more burdensome to comply with than [ * ] and that DIRECT REVENUE will not be able to comply with [ * ], provide written notice to WALNUT of such determination. Upon receipt of such notice by WALNUT, DIRECT REVENUE and its distributors shall not be required to comply with [ * ] and WALNUT shall have the option, in its sole discretion, to terminate this Agreement. WALNUT acknowledges and agrees that DIRECT REVENUE shall license the Search Software to End Users solely pursuant to the End User license agreement that DIRECT REVENUE presents during the process of their downloading the software, and such agreement shall be substantially similar in form and substance to that set forth in Exhibit A attached hereto. DIRECT REVENUE may change the End User license agreement at any time, provided however, that DIRECT REVENUE shall provide WALNUT with any revised End User license agreement that it adopts and shall obtain WALNUT’s prior express writt...
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APPOINTMENT AND GRANT OF LICENSE. 2 (a) Distributor License.................................. 2 (b) Limited Demonstration/Training/Support License ...... 3 (c)
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APPOINTMENT AND GRANT OF LICENSE. 3.1 LeeMah hereby appoints Siemens Rolm as a non-exclusive distributor of the Products in the Territory, with the right and license to market and Distribute Products to Siemens Rolm Customers within the Territory during the term of this Agreement. This appointment and grant includes the right to license the Software within the Product(s) to Siemens Rolm Customers (which customers may include Siemens Rolm's authorized independent distributors of products and services ("Authorized Distributors"), as to whom Siemens Rolm may grant certain rights to sell and sublicense the Product(s) to Siemens Rolm Customers). The current Authorized Distributors are set forth in Exhibit B, which list may be amended from time to time by Siemens Rolm in its sole discretion.
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APPOINTMENT AND GRANT OF LICENSE. Subject to the terms and conditions of this Agreement, Anesta hereby appoints Elan to be its exclusive distributor of OT-fentanyl Products in the Territory and grants to Elan, and Elan hereby accepts, an exclusive (subject to Section 2.5), royalty bearing license, sublicensable only pursuant to Section 2.1(c), under the Anesta Technology and the Required Information to market, import, use, sell, offer for sale, and distribute the OT-fentanyl Products in the Territory. As set forth in Section 6.4(b) and only under the conditions set forth therein, Elan shall have a right to manufacture OT-fentanyl Products.
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APPOINTMENT AND GRANT OF LICENSE. 2.1. During the term of this Agreement, and subject to compliance with the terms of this Agreement and the telyPartner Reseller Guide, Tely Labs appoints Reseller with a non-­‐exclusive, non-­‐transferrable right to buy from authorized Distributors and promote and sell the Products to End Users, for their internal use only in the Territory. 2.2. Software and documentation constituting or included with Products are licensed, not sold. Subject to the terms of this Agreement, Tely Labs grants Reseller a non-­‐exclusive, non-­‐transferable license to distribute the software and documentation, only as originally packaged or included with Products, to End Users that are bound by the applicable End User license agreement. Reseller acknowledges and agrees that it shall not modify, copy or reverse engineer the software. 2.3. Subject to the terms of this Agreement, Tely Labs grants Reseller the non-­‐ exclusive, non-­‐transferrable right to use the Marks for the sole purpose of promoting the Products for sale to End Users in the Territory. Specific Reseller usage must be approved in advance by Tely Labs and will conform to Tely Labs trademark and logo usage guidelines. 2.4. Subject to the terms of this Agreement, Tely Labs grants Reseller the non-­‐ exclusive, non-­‐transferrable right to access and use the telyPartner Portal and the information included on the site for the limited purpose of participating in the telyPartner Reseller Program. Reseller shall limit access to only those employees reasonably requiring such access, and shall promptly notify Tely Labs of any change in their employment status. Unless otherwise described or labeled, the information included in the telyPartner Portal shall be considered Confidential Information of Tely Labs.
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APPOINTMENT AND GRANT OF LICENSE. 1.1 Manufacturer hereby appoints Assembler as the exclusive assembler of Automotive Units in the Trading Area, and Assembler hereby accepts such appointment, upon the terms and conditions of this Agreement. For purposes of this Agreement, the Trading Area shall consist of the territories included on SCHEDULE A (which Trading Area is identical to the Trading Area under the Master Distributor Agreement of even date hereunder, as it may be amended from time to time (the "Master Distributor Agreement")). Notwithstanding anything herein to the contrary, in the event Assembler's exclusivity under the Master Distributor Agreement is terminated in accordance with the terms of such agreement, then Manufacturer shall have the right to terminate the exclusivity of Assembler's rights hereunder immediately upon delivery of written notice of such termination to Assembler. 1.2 Subject to the terms and conditions of this Agreement, Manufacturer hereby grants to Assembler an exclusive right and license to assemble Automotive Units, pursuant to the external specifications of the Automotive Canister as provided by Manufacturer in writing, and permanently incorporate the Automotive Canister for integrated assembly into a merchantable unit or Product as described herein. Assembler shall not sub-contract the right to assemble all or any part of the Automotive Units without the prior written consent of Manufacturer. 1.3 Manufacturer shall provide the external specifications for the Automotive Canister to Assembler hereunder, in writing, as and when available and free of cost. The agreed upon specifications may be changed: (i) upon thirty (30) days advance written notice to Assembler; and (ii) so long as any such change does not adversely affect physical or functional interchangeability for performance of the Automotive Canister as incorporated into the Housing.
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APPOINTMENT AND GRANT OF LICENSE. (a) Manufacturer hereby appoints and grants Master Distributor an exclusive right and license to market, sell and distribute ("DISTRIBUTE") the Products specified on SCHEDULE A attached hereto (as incorporated into the Automotive Unit or otherwise), in the Trading Area for the Term of this Agreement, and Master Distributor hereby accepts such grant, upon the terms and conditions of this Agreement. Manufacturer shall terminate all of its sales of Products in the Trading Area by May 30, 1999. New territories may be added to the Trading Area in accordance with, and subject to the provisions relating to the determination of minimum purchases as contemplated in, Section 20. The distribution Trading Area is as set out on SCHEDULE B hereto, as it may be amended from time to time upon agreement of the parties. (b) The rights granted under paragraph (a) above include the right to sublicense such rights through multiple tiers of distributors, including, without limitation, the right to sublicense to Snap-On Canada Inc. or any of its affiliates ("SNAP-ON"), subject to compliance with Section 18. (c) Master Distributor shall pay to the Manufacturer the sum of [...***...] of the United States of America upon execution of this Agreement, plus order and pay for all Products as and when required hereunder to secure and maintain its exclusive right to Distribute the Products in the Trading Area. * CONFIDENTIAL TREATMENT REQUESTED
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APPOINTMENT AND GRANT OF LICENSE 
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Related to APPOINTMENT AND GRANT OF LICENSE

  • Grant of License During the term of this Contract: a. Sourcewell grants to Supplier a royalty-free, worldwide, non-exclusive right and license to use the trademark(s) provided to Supplier by Sourcewell in advertising and promotional materials for the purpose of marketing Sourcewell’s relationship with Supplier. b. Supplier grants to Sourcewell a royalty-free, worldwide, non-exclusive right and license to use Supplier’s trademarks in advertising and promotional materials for the purpose of marketing Supplier’s relationship with Sourcewell.

  • Grant of Licenses (a) Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor, an exclusive, non-transferable (except as set forth in Section 10.7) and non-sublicensable (except as provided in Section 2.1(c)) license to use the Licensed Domain Names in connection with the Business during the Term. Except as provided in Section 2.3, Licensee’s use of the Licensed Domain Names under the terms of this Agreement shall be free of any fees. (b) Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor, an exclusive, non-transferable (except as set forth in Section 10.7) and non-sublicensable (except as provided in Section 2.1(c)) license to use the Licensed Content in connection with websites associated with the Licensed Domain Names until the earlier of (i) termination or expiration of this Agreement, or (ii) termination or expiration of the Agency Agreement, provided, however, that in the event the Agency Agreement is amended or restated, such amendment or restatement shall not be deemed a termination or expiration of the Agency Agreement. Except as provided in Section 2.3, Licensee’s use of the Licensed Content under the terms of this Agreement shall be free of any fees. (c) Notwithstanding anything in this Agreement to the contrary, Licensee has no right to sublicense any rights granted hereunder to any third party, or otherwise permit any third party to use any Licensed Domain Names or Licensed Content; provided, however, that any rights granted to Licensee hereunder shall be sublicensable, without the prior written consent of Licensor, to SINA Leju and Licensee’s Affiliates that are controlled by SINA Leju solely for the purpose of operating the Business during the Term. All rights in and to the Licensed Domain Names and Licensed Content not expressly granted herein are hereby reserved exclusively by Licensor. Licensee shall be responsible for the compliance of the terms and conditions of this Agreement by all of its sublicensees. Without limiting the foregoing, in the event any sublicensee undertakes any action (or inaction) that would be deemed a breach of this Agreement had Licensee taken such action (or inaction), such action (or inaction) shall be deemed a breach by Licensee under this Agreement.

  • Grant of Licence 2.1 XXXXX, subject to the Licensee complying with the terms of the Agreement, grants the Licensee a Licence to Perform, or permit to be performed, any of the Works of Music for the time being in XXXXX’s Repertoire, at the Premises. 2.2 The Licence is a ‘blanket licence’. The Licensee is therefore entitled to, at the Premises and during the period that the Agreement is in force, perform any of the Works of Music in XXXXX’s Repertoire. The licence fee is payable irrespective of whether the Licensee elects to Perform XXXXX’s Repertoire or not.

  • Appointment of Attorney The Obligor hereby irrevocably constitutes and appoints the Collateral Agent (and any officer of the Collateral Agent) the true and lawful attorney of the Obligor. As the attorney of the Obligor, the Collateral Agent has the power to exercise for and in the name of the Obligor with full power of substitution, upon the occurrence and during the continuance of an Event of Default, any of the Obligor’s right (including the right of disposal), title and interest in and to the Collateral including the execution, endorsement, delivery and transfer of the Collateral to the Collateral Agent, its nominees or transferees, and the Collateral Agent and its nominees or transferees are hereby empowered to exercise all rights and powers and to perform all acts of ownership with respect to the Collateral to the same extent as the Obligor might do. This power of attorney is irrevocable, is coupled with an interest, has been given for valuable consideration (the receipt and adequacy of which is acknowledged) and survives, and does not terminate upon, the bankruptcy, dissolution, winding up or insolvency of the Obligor. This power of attorney extends to and is binding upon the Obligor’s successors and permitted assigns. The Obligor authorizes the Collateral Agent to delegate in writing to another Person any power and authority of the Collateral Agent under this power of attorney as may be necessary or desirable in the opinion of the Collateral Agent, and to revoke or suspend such delegation.

  • Revocation of License To the extent the Respondent engages in similar activity that was the basis for this Agreement, Respondent affirmatively consents to the immediate revocation of any impacted mortgage loan originator license. Respondent further agrees to waive his or her right to a hearing, and to any reconsideration, appeal, or other rights which may be afforded to contest the revocation of the impacted mortgage loan originator license under this provision.

  • Termination of Licenses Subject to Clause 33.3 (Licence granted by the Supplier: Supplier Background IPR), all licences granted pursuant to Clause 33 (Intellectual Property Rights) (other than those granted pursuant to Clause 33.6 (Third Party IPR) and 33.7 (Licence granted by the Customer)) shall survive the Call Off Expiry Date. The Supplier shall, if requested by the Customer in accordance with Call Off Schedule 9 (Exit Management), grant (or procure the grant) to the Replacement Supplier of a licence to use any Supplier Background IPR and/or Third Party IPR on terms equivalent to those set out in Clause 33.3 (Licence granted by the Supplier: Supplier Background IPR) subject to the Replacement Supplier entering into reasonable confidentiality undertakings with the Supplier. The licence granted pursuant to Clause 33.7 (Licence granted by the Customer ) and any sub-licence granted by the Supplier in accordance with Clause 33.7.1 (Licence granted by the Customer) shall terminate automatically on the Call Off Expiry Date and the Supplier shall: immediately cease all use of the Customer Background IPR and the Customer Data (as the case may be); at the discretion of the Customer, return or destroy documents and other tangible materials that contain any of the Customer Background IPR and the Customer Data, provided that if the Customer has not made an election within six months of the termination of the licence, the Supplier may destroy the documents and other tangible materials that contain any of the Customer Background IPR and the Customer Data (as the case may be); and ensure, so far as reasonably practicable, that any Customer Background IPR and Customer Data that are held in electronic, digital or other machine-readable form ceases to be readily accessible from any computer, word processor, voicemail system or any other device of the Supplier containing such Customer Background IPR and/or Customer Data. The Supplier shall, during and after the Call Off Contract Period, on written demand, indemnify the Customer against all Losses incurred by, awarded against, or agreed to be paid by the Customer (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: procure for the Customer the right to continue using the relevant item which is subject to the IPR Claim; or replace or modify the relevant item with non-infringing substitutes provided that: the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; the replaced or modified item does not have an adverse effect on any other Goods and/or Services; there is no additional cost to the Customer; and the terms and conditions of this Call Off Contract shall apply to the replaced or modified Goods and/or Services. If the Supplier elects to procure a licence in accordance with Clause 33.9.2(a) or to modify or replace an item pursuant to Clause 33.9.2(b), but this has not avoided or resolved the IPR Claim, then: the Customer may terminate this Call Off Contract by written notice with immediate effect; and without prejudice to the indemnity set out in Clause 33.9.1, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute goods and/or services including the additional costs of procuring, implementing and maintaining the substitute items.

  • Control Agreement; Appointment of Attorney-in-Fact The Advisor agrees to execute and deliver to the Board, in form and substance satisfactory to the Board, a Control Agreement by, between and among the Trust, the Advisor and the Securities Intermediary (the “Control Agreement”) pursuant to and consistent with Section 8-106(c) of the New York Uniform Commercial Code, which shall terminate when the Collateral Account is no longer required under this Agreement. Without limiting the foregoing, for so long as the Collateral Account in required under the Agreement, the Advisor hereby irrevocably constitutes and appoints the Trust, through any officer thereof, with full power of substitution, as Advisor's true and lawful Attorney-in-Fact, with full irrevocable power and authority in place and stead of the Advisor and in the name of the Advisor or in the Trust's own name, from time to time, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate actions and to execute and deliver any and all documents and instruments which the Board deems necessary to accomplish the purpose of this Agreement, which power of attorney is coupled with an interest and shall be irrevocable. Without limiting the generality of the foregoing, the Trust shall have the right and power following any Collateral Event to receive, endorse and collect all checks and other orders for the payment of money made payable to the Advisor representing any interest payment, dividend, or other distribution payable in respect of or to the Collateral, or any part thereof, and to give full discharge for the same. So long as a Collateral Event has occurred and is continuing, the Board, in its discretion, may direct the Advisor or Advisor's agent to transfer the Collateral in certificated or uncertificated form into the name and account of the Trust or its designee.

  • Termination of License 3.2.1 The Bank shall have, in the event of the Customer’s breach of or default under this Agreement and/ or the Bank being of the view that the Customer is not co-operating and/or complying with the terms and conditions of this Agreement, a right to terminate this Agreement and the license granted hereunder, after issuing to the Customer a prior written notice of not less than 3 (three) months by registered post or speed post (and also by (i) email where email id of the Customer is available; and (ii) SMS and/or WhatsApp where the mobile phone number of the Customer is available) (“Termination Notice”). 3.2.2 Upon receipt of the Termination Notice, the Licensor shall forthwith and before the end of the notice period stipulated under the Termination Notice surrender and vacate the Locker and handover the keys, password or any other identification mechanism and documents provided by the Bank for opening of the Locker, to the Bank.

  • Termination of License Agreement This Agreement shall automatically terminate upon the termination of the Novated and Restated Technology License Agreement.

  • Grant of Irrevocable Proxy; Appointment of Proxy (a) Seller hereby irrevocably grants to, and appoints Willxxx X. Xxxxxx xxx Richxxx Xxxxxxxxx, xx either of them, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, Seller's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Seller, to vote the Tender Shares in favor of the Merger and otherwise as contemplated by Section 1.2. (b) Seller represents that any proxies heretofore given in respect of the Tender Shares are not irrevocable, and that any such proxies are hereby revoked. (c) Seller understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, upon Seller's execution and delivery of this Agreement. Seller hereby affirms that the irrevocable proxy set forth in this Section 1.3 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller under this Agreement. Seller hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller hereby ratifies and confirms all that such proxies and attorneys-in-fact may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law.

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