Assignment Sublicensing. Licensee shall not assign any or all of the rights granted hereunder without the written approval of Licensor (which approval Licensor shall not unreasonably withhold, delay or condition), except that Licensee may, upon written notice to Licensor, assign or sublicense its rights and duties under this Agreement to any corporate entity that controls, is controlled by or is under the common control of Licensee. Except as set forth above, Licensee shall not have the right to sublicense all or any of the rights granted hereunder without the written approval of Licensor (which approval Licensor shall not unreasonably withhold, delay or condition), except that (a) Licensee shall have the right to sublicense the right to publish and distribute the Licensed Products on the Wireless Platform as set forth in Section 9 and (b) Licensee may grant third parties the right to exercise the rights granted to Licensee hereunder for the development, manufacturing, distribution, publishing, advertising, marketing and/or sale of the Licensed Products; provided, however, if any such grant constitutes a de facto assignment, Licensee must obtain Licensor’s approval of such grant in accordance with the foregoing provisions of this Section; provided further that Licensee shall not grant any sublicenses to any third party to develop Licensed Products based on the Franchise for such third party’s benefit as publisher; and provided further that Licensee shall not be relieved of its responsibility hereunder and any such third party shall be bound by the terms of this License in performing its obligations. Any assignment or sublicense by Licensee hereunder shall not relieve Licensee of its obligations to Licensor. This License shall be binding upon and shall inure to the benefit of the respective successors and assigns of each party.
Appears in 2 contracts
Samples: Trademark License Agreement (Atari Inc), General Intellectual Property and Proprietary Rights License (Atari Inc)
Assignment Sublicensing. Licensee shall 8.1 This Agreement may not be assigned by any party hereto without the written consent of the other party, provided, however, that each party may assign any or this Agreement to a purchaser of substantially all of the rights granted hereunder without party’s shares or assets or to that party’s parent, controlled subsidiary or controlled affiliate, provided that such purchaser agrees to be bound by all of the written approval terms and conditions of Licensor (which approval Licensor this Agreement. No assignment shall not unreasonably withhold, delay or condition), except that Licensee may, upon written notice to Licensor, assign or sublicense relieve either Party of any of its rights and duties under obligations hereunder.
8.2 Notwithstanding anything to the contrary in this Agreement Agreement, with respect to any corporate entity that controlsentities which were licensees of the Licensed Marks prior to the Distribution Date and which become subsidiaries or affiliates of Licensee as a result of the separation of the TRW Automotive Business (the licenses with such entities being listed on Exhibit D hereto and hereinafter being referred to as the “Subsidiary Licenses”), is controlled by or is under the common control of Licensee. Except as set forth above, Licensor shall either assign to Licensee shall not have the right to sublicense all receive royalties from the Subsidiary Licenses or any Licensor and Licensee shall cooperate to cause the affected subsidiaries and affiliates to enter into new sub-licenses of the rights granted hereunder without Licensed Marks with Licensee, on substantially the written approval of Licensor (which approval Licensor shall not unreasonably withhold, delay or condition), except that same royalty terms as each such terminated Subsidiary License.
(a) Licensee shall have the right to sublicense the rights granted hereunder to any subsidiary, Affiliate or entity in which Licensee holds an equity interest of five percent (5%) or more for so long as such subsidiary, Affiliate or entity in which Licensee holds such an equity interest remains a subsidiary, Affiliate or entity in which Licensee holds such an equity interest, and Licensee shall have the right to publish and distribute sublicense the Licensed Products rights granted hereunder to any distributor, agent or similar Licensee representative, in each case, on the Wireless Platform following conditions: (i) There shall be a written sublicense agreement containing obligations on the sublicensee’s part that are no less stringent than those required of Licensee hereunder, (ii) Licensee shall remain responsible to Licensor for the performance of the sublicensee’s obligations under its sublicense, as set forth if such obligations were Licensee’s obligations hereunder, (iii) Licensee shall, promptly and at Licensee’s sole expense, take all such steps necessary for enforcing the obligations of the sublicensee under such sublicensee, and carry out the reasonable requirements of Licensor to ensure that the relevant provisions of the sublicense agreement are duly performed, (iv) Licensor shall be an express third party beneficiary of each such sublicense, (v) the sublicense agreement shall provide for automatic termination in Section 9 the event that this Agreement is terminated; and (vi) Licensee shall provide notice to Licensor of the identity of each sublicensee, and upon request, provide a copy of the related sublicense (with financial information deleted). Licensee also shall have the right to continue and renew the trademark license to Federal-Mogul Corporation.
(b) Licensee may Licensor hereby agrees not to grant third parties any further licenses (but can renew pre-existing licenses) with respect to the right Licensed Marks for use in the automotive business or to exercise any person who at the rights granted to Licensee hereunder for the development, manufacturing, distribution, publishing, advertising, marketing and/or sale time of the license grant competes with Licensee in any business that Licensee is conducting under the Licensed Products; provided, however, if any such grant constitutes a de facto assignment, Licensee must obtain Licensor’s approval Marks.
8.4 Assignments or sublicenses in violation of such grant in accordance with the foregoing provisions of this Section; provided further that Licensee shall be void and shall not grant confer any sublicenses to any third party to develop Licensed Products based rights on the Franchise for such third party’s benefit as publisher; and provided further that Licensee shall not be relieved of its responsibility hereunder and any such third party shall be bound by the terms of this License in performing its obligations. Any assignment proposed transferee or sublicense by Licensee hereunder shall not relieve Licensee of its obligations to Licensor. This License shall be binding upon and shall inure to the benefit of the respective successors and assigns of each partysublicensee.
Appears in 1 contract
Assignment Sublicensing. Licensee shall 8.1 This Agreement may not be assigned by any party hereto without the written consent of the other party, provided, however, that each party may assign any or this Agreement to a purchaser of substantially all of the rights granted hereunder without party’s shares or assets, or to that party's parent, controlled subsidiary or contracted affiliate, provided that such purchaser agrees to be bound by all of the written approval terms and conditions of Licensor (which approval Licensor this Agreement. No assignment shall not unreasonably withhold, delay or condition), except that Licensee may, upon written notice to Licensor, assign or sublicense relieve either Party of any of its rights and duties under this Agreement to any corporate entity that controls, is controlled by or is under the common control of Licensee. Except as set forth above, Licensee shall not have the right to sublicense all or any of the rights granted hereunder without the written approval of Licensor (which approval Licensor shall not unreasonably withhold, delay or condition), except that obligations hereunder.
(a) Licensee shall have the right to sublicense the rights granted hereunder to any Affiliate or entity in which Licensee holds an equity interest of five percent (5%) or more for so long as such Affiliate or entity in which Licensee holds such an equity interest remains an Affiliate or entity in which Licensee holds such an equity interest, and Licensee shall have the right to publish and distribute sublicense the Licensed Products rights granted hereunder to any distributor, agent or similar Licensee representative, in each case, on the Wireless Platform following conditions: (i) There shall be a written sublicense agreement containing obligations on the sublicensee’s part that are no less stringent than those required of Licensee hereunder, (ii) Licensee shall remain responsible to Licensor for the performance of the sublicensee’s obligations under its sublicense, as set forth if such obligations were Licensee’s obligations hereunder, (iii) Licensee shall, promptly and at Licensee’s sole expense, take all such steps necessary for enforcing the obligations of the sublicensee under such sublicensee, and carry out the reasonable requirements of Licensor to ensure that the relevant provisions of the sublicense agreement are duly performed, (iv) Licensor shall be an express third party beneficiary of each such sublicense, (v) the sublicense agreement shall provide for automatic termination in Section 9 the event that this Agreement is terminated; and (vi) Licensee shall provide notice to Licensor of the identity of each sublicensee, and upon request, provide a copy of the related sublicense (with financial information deleted). Licensee also shall have the right to continue and renew the trademark license to Federal-Mogul Corporation.
(b) Licensee may hereby agrees not to grant third parties the right any further licenses to exercise the rights granted to Licensee hereunder for the development, manufacturing, distribution, publishing, advertising, marketing and/or sale of the Licensed Products; provided, however, if Marks for use in the TRW automotive business or to any such grant constitutes a de facto assignment, person who competes with Licensee must obtain Licensor’s approval in any business.
8.3 Assignments or sublicenses in violation of such grant in accordance with the foregoing provisions of this Section; provided further that Licensee shall be void and shall not grant confer any sublicenses to any third party to develop Licensed Products based rights on the Franchise for such third party’s benefit as publisher; and provided further that Licensee shall not be relieved of its responsibility hereunder and any such third party shall be bound by the terms of this License in performing its obligations. Any assignment proposed transferee or sublicense by Licensee hereunder shall not relieve Licensee of its obligations to Licensor. This License shall be binding upon and shall inure to the benefit of the respective successors and assigns of each partysublicensee.
Appears in 1 contract
Assignment Sublicensing. Licensee shall not assign any or all of the rights granted hereunder without the written approval of Licensor (which approval Licensor shall not unreasonably withhold, delay or condition), except that Licensee may, upon written notice to Licensor, assign or sublicense its rights and duties under this Agreement to any corporate entity that controls, is controlled by or is under the common control of Licensee. Except as set forth above, Licensee shall not have the right to sublicense all or any of the rights granted hereunder without the written approval of Licensor (which approval Licensor shall not unreasonably withhold, delay or condition), except that (a) Except as provided in subparagraph (b) hereof, the License granted hereby is personal to Licensee and shall not be assigned nor shall Licensee sublicense or otherwise permit or suffer the occupancy of any License Area by any third party (except an "Affiliate" (as such term is defined in the Rollup Agreement) of Licensee, notice of which shall be promptly given to Licensor) without first obtaining the prior written consent of Licensor and if required by the applicable Lease, the Lease landlord. Further, and notwithstanding anything to the contrary contained herein, but subject to obtaining any required consent of the applicable Lease landlord Licensee shall have the right to assign or sublicense this Master License Agreement to any Affiliate of Licensee or to any entity which shall purchase the right to publish and distribute business conducted in the Licensed Products on the Wireless Platform as set forth in Section 9 and Areas, notice of which shall promptly be given to Licensor.
(b) Licensee may grant third parties the right to exercise the rights granted to Licensee hereunder for the development, manufacturing, distribution, publishing, advertising, marketing and/or sale Licensor agrees that Licensor will not assign any Lease covering a License Area or sublet or license any other portion of the Licensed Products; providedLease Premises (not constituting part of the License Area) to an "MCS Competitor", howeveras such term is defined in subparagraph (e) below (but the foregoing shall not preclude Licensor from assigning such Lease or subletting or licensing all or any portion of the Lease Premises (not constituting the License Area) to an Affiliate of Licensor. [THE FOLLOWING PROVISIONS OF THIS SUBPARAGRAPH (B) SHALL ONLY BE APPLICABLE IN INSTANCES WHERE THE RENTABLE SQUARE FOOTAGE OF A PARTICULAR LICENSE AREA IS [75%] OR MORE OF THE RENTABLE SQUARE FOOTAGE OF THE PARTICULAR PREMISES IN WHICH SUCH LICENSE AREA IS LOCATED.] In the event that Licensor shall desire to assign the Lease covering a License Area or sublet or license all or any portion of the Lease Premises not constituting the License Area, if to any such grant constitutes a de facto assignmentPerson other than an Affiliate or an MCS Competitor, Licensor shall first notify Licensee must obtain Licensor’s approval of such grant in accordance with desire (the foregoing provisions "Licensor Offer Notice"), specifying therein the desired effective date (the "Licensor Desired Effective Date") of this Section; provided further that Licensee shall not grant any sublicenses to any third party to develop Licensed Products based on the Franchise for such third party’s benefit assignment or subletting or license, as publisher; and provided further that Licensee the case may be, which Licensor Desired Effective Date shall not be relieved sooner than 60 days after the giving of its responsibility hereunder and any the Licensor Offer Notice, and, in the case of a proposed sublicensing or subletting, specifying whether the sublease or license is to be for all of the Premises (other than the License Area) or a portion thereof (in either case, the "Licensor Desired Sublet/License Area"), and, in the case of a desired subletting or license of such third party a portion of the Premises, the rentable square footage of such portion, which shall be bound by the terms of this License in performing its obligations. Any assignment or sublicense by Licensee hereunder shall not relieve Licensee of its obligations to Licensor. This License shall be binding upon and shall inure identified on a floor plan annexed to the benefit of Licensor Offer Notice. Licensee shall have the respective successors and assigns of each party.option ("Licensee's Capture Option"), to be exercised, if at all, by notice (the
Appears in 1 contract
Samples: Master License Agreement (PWCC LTD)
