ASSIGNMENT OR SUBLICENSE BY LICENSEE Sample Clauses

ASSIGNMENT OR SUBLICENSE BY LICENSEE. Except as provided herein, Licensee shall not have a right to assign or transfer, or to grant sublicenses under, this Agreement, in whole or in part, without the prior written consent of Nortel. Notwithstanding the foregoing, Licensee shall have the right to assign (or sublicense) its rights in whole or in part, hereunder, without the consent of Nortel [*].
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ASSIGNMENT OR SUBLICENSE BY LICENSEE. 15.1 This Agreement and all of Licensee's rights and duties hereunder are personal to Licensee and shall not, without the prior written consent of Licensor, be transferred, assigned, sublicensed or otherwise encumbered by Licensee (including as a result of a change of control) or by operation of law; provided, however, that Acquisition may transfer or assign its rights and duties under this Agreement to GFSI or a wholly owned subsidiary of GFSI who shall thereupon be deemed the Licensee hereunder; and further provided that Licensee may transfer or assign this License pursuant to a transaction (regardless of form), (a) in which all or substantially all of the assets of Licensee, GFSI, their Subsidiaries and any other affiliate of Licensee engaged in the Business are sold, or (b) in which a change of control of Licensee occurs, so long as, in either such case, such transferee or assignee (i) is not a Competitor of Licensor, (ii) will not impair or adversely affect the reputation and good will associated with the Licensed Marks, and (iii) will be able to operate the Business in a manner no less favorable, considering its financial, management and other relevant capabilities and resources, as Licensee, in each case, as determined by Licensor in good faith. Notwithstanding the foregoing, the parties agree (A) that no transfer, assignment, encumbrance or sublicense of this License or any of Licensee's rights and duties hereunder shall relieve Acquisition, CCP or GFSI of its obligations hereunder which shall be joint and several with any transferee or assignee and (B) that if, following the transfer of all of the activewear business owned or operated by Sara Lee Corporation and its affiliates, the "Lixxxxxx" xereunder shall be an entity other than Sara Lee Corporation or an affiliate thereof, xxx xxxtriction imposed by sub-section (i) of this Section 15.1 shall be of no further force or effect. The term "
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ASSIGNMENT OR SUBLICENSE BY LICENSEE. This Agreement and all rights and duties in and with respect to the Marks hereunder are personal to Licensee and shall not, without the prior written consent of Arvida, which consent may be withheld in Arvida's sole discretion, be assigned, mortgaged, sublicensed or otherwise encumbered or transferred by Licensee or by operation of law. Arvida, however, may assign this Agreement and/or its rights and duties hereunder to any person or entity without the consent of Licensee and upon such assignment Arvida shall be relieved from any further liability under this Agreement. Arvida shall furnish written notice of any such assignment to Licensee.
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Related to ASSIGNMENT OR SUBLICENSE BY LICENSEE

  • Sublicense (a) The license granted in Paragraph 2.1 includes the right of LICENSEE to grant Sublicenses to third parties during the Term but only for as long as the license to Patent Rights is exclusive.

  • Right to Sublicense So long as COMPANY remains the exclusive licensee of the PATENT RIGHTS in the FIELD in the TERRITORY, COMPANY shall have the sole right to sublicense any alleged infringer in the FIELD in the TERRITORY for future use of the PATENT RIGHTS in accordance with the terms and conditions of this Agreement relating to sublicenses. Any upfront fees as part of such sublicense shall be shared equally between COMPANY and M.I.T.; other revenues to COMPANY pursuant to such sublicense shall be treated as set forth in Article 4.

  • Assignment and Sublicensing This Licence is personal to the Licensee. The Licensee must not dispose of, deal with, transfer, novate or assign its rights as Licensee under this Licence without obtaining the School Council’s prior written consent, which consent is at the absolute discretion of the School Council, and if granted, may be granted subject to such conditions as the School Council see fit to impose.

  • Sublicense Rights Licensee shall not have the right to grant sublicenses under the licenses granted to it under Section 2.1(a) (Development and Commercialization License to Licensee) and Section 6.3(d) (Use of Coherus Trademark), without the prior written consent of Coherus, which consent may be withheld [***], except with respect to [***], in which case [***]. For the avoidance of doubt, it shall be [***] with respect to [***]. If Coherus consents in writing to allow Licensee to grant a sublicense, then Licensee may grant such sublicense, through [***], subject to the following: (a) each Sublicensee shall agree to be bound by all of the applicable terms and conditions of this Agreement; (b) the terms of each sublicense granted by Licensee shall provide that the Sublicensee shall be subject to the terms and conditions of this Agreement; (c) Licensee’s grant of any sublicense shall not relieve Licensee from any of its obligations under this Agreement; (d) Licensee shall be liable for any breach of a sublicense by a Sublicensee to the extent that such breach would constitute a breach of this Agreement, and any breach of the sublicense by such Sublicensee shall be deemed a breach of this Agreement by Licensee to the extent that such breach would constitute a breach of this Agreement as if Licensee had committed such breach; provided, however, that in each instance of any breach, Licensee and/or Sublicensee shall have the right to cure any such breach pursuant to the terms of this Agreement; and (e) Licensee will notify Coherus of the identity of any Sublicensee, and the territory in which it has granted such sublicense, promptly after entering into any sublicense. Notwithstanding anything to the contrary in this Agreement, for clarity, Licensee shall not have the right to grant sublicenses under Section 2.1 (License Grants) to any Third Party to Manufacture Products or to conduct Process Development.

  • Sublicense Grant Licensee will be entitled to grant Sublicenses to third parties under the license granted pursuant to Section 2.1 subject to the terms of this Section 2.3. Any such Sublicense shall be on terms and conditions in compliance with and not inconsistent with the terms of this Agreement. The grant of a Sublicense shall not in any way diminish or alter Licensee’s obligations under this Agreement.

  • Sublicensee The term “

  • Sublicense Fees Licensee will pay Sublicense Fees indicated in Section 3.1(e) of the Patent & Technology License Agreement on or before the Quarterly Payment Deadline for the Contract Quarter.

  • Assignment or Sublease Lessee may not assign or transfer this Agreement or any interest therein, sublease any interest covered by this Agreement or encumber, hypothecate or otherwise give as security this Agreement or any interest therein without the prior written consent of Lessor, which consent shall not be unreasonably withheld. No assignment, transfer or sublease shall be effective as against Lessor for any purpose unless Lessor shall have consented thereto in writing prior to such assignment, transfer or sublease and unless all sums due from Lessee, together with any costs to Lessor to cover reasonable legal and other expenses of Lessor in connection with such assignment, transfer or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's consent to one assignment, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee shall not be deemed a waiver by Lessor of the restrictions of this paragraph as to subsequent attempts to assign, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee shall be deemed to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect to Lessee.

  • By Licensee Except for claims for which Oracle is obligated to indemnify Licensee under Section 7.2, Licensee shall defend, at Licensee's expense, any and all claims brought against Oracle, and shall pay all damages awarded by a court of competent jurisdiction, or such settlement amount negotiated by Licensee, arising out of or in connection with Licensee's reproduction, development or distribution of product(s) developed using the TCK. Licensee's obligation to provide a defense under this Section 7.5 shall arise provided that Oracle: (a) provides notice of the claim promptly to Licensee; (b) gives Licensee sole control of the defense and settlement of the claim; (c) provides to Licensee, at Licensee's expense, all available information, assistance and authority to defend; and (d) has not compromised or settled such proceeding without Licensee's prior written consent.

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