Audit of Licensed Rights Sample Clauses

Audit of Licensed Rights. BP shall have the right to inspect at its expense, through an independent auditing firm in the United States reasonably acceptable to Licensee, which acceptance will not be unreasonably delayed or denied by Licensee (“Technology Auditor”), Licensee’s and its Affiliates’ use of the Licensed Rights limited to once per year (and additionally to the extent that an audit shows that Licensee and its Affiliates are not using the Licensed Rights in material conformance with the terms of this Agreement) to confirm to BP Licensee’s and its Affiliates’ compliance with this Agreement. Any such inspections shall be conducted during normal business hours at reasonable times and upon reasonable prior written notice. If any such inspection reveals that Licensee and its Affiliates are not using the Licensed Rights in material conformance with the terms of this Agreement, Licensee and its Affiliates shall promptly take corrective action as directed by BP, and Licensee and its Affiliates shall, as soon as commercially possible using Licensee’s and its Affiliates reasonable commercial efforts, provide evidence of such corrective action to BP including (a) furnishing to BP a written certification from an officer of Licensee that the corrective action has been taken and completed in all material respects, and (b) allowing the Technology Auditor to reinspect the use of the Licensed Rights to verify the corrective action has been taken and completed in all material respects. If Licensee or its Affiliates do not take and complete the corrective action(s) as soon as commercially possible using Licensee’s and its Affiliates’ reasonable commercial efforts, BP may exercise its rights and remedies under this Agreement, at law and in equity with respect thereto.
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Audit of Licensed Rights. From and after the assignment of the Verenium Intellectual Property pursuant to Section 3.2 hereof (if such assignment takes place), BP shall have the right to inspect at its expense, through an independent auditing firm in the United States reasonably acceptable to Verenium, which acceptance will not be unreasonably delayed or denied by Verenium (“Technology Auditor”) Verenium’s and its Affiliates’ use of the Verenium Intellectual Property licensed to Verenium and its Affiliates hereunder limited to once per year (and additionally to the extent that an audit shows that Verenium and its Affiliates are not using the Verenium Intellectual Property in material conformance with the terms of this Agreement) to confirm to BP Verenium’s and its Affiliates’ compliance with this Agreement. Any such inspections shall be conducted during normal business hours at reasonable times and upon reasonable prior written notice. If any such inspection reveals that Verenium and its Affiliates are not using the Verenium Intellectual Property licensed to Verenium and its Affiliates hereunder in material conformance with the terms of this Agreement, Verenium and its Affiliates shall promptly take corrective action as directed by BP and Verenium and its Affiliates shall, as soon as commercially possible using Verenium’s and its Affiliates’ reasonable commercial efforts, provide evidence of such corrective action to BP including (a) furnishing to BP a written certification from an officer of Verenium that the corrective action has been taken and completed in all material respects, and (b) allowing the Technology Auditor to reinspect the use of the Verenium Intellectual Property licensed to Verenium and its Affiliates hereunder to verify the corrective action has been taken and completed in all material respects. If Verenium or its Affiliates do not take and complete the corrective action(s) as soon as commercially possible using Verenium’s and its Affiliates’ reasonable commercial efforts, BP may exercise its rights and remedies under this Agreement, at law and in equity with respect thereto.
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Related to Audit of Licensed Rights

  • Grant of License to Use Intellectual Property For the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after and during the continuance of an Event of Default, grant to the Notes Collateral Agent an irrevocable (until the termination of the Indenture) nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that nothing in this Section 3.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, with respect to such property; provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

  • Grant of License During the term of this Contract:

  • Enforcement of Licensed Patents Each party shall promptly notify the other in writing of any alleged or threatened infringement of any Patent included in the Licensed Patents of which such party becomes aware.

  • Marking of Licensed Products To the extent commercially feasible and consistent with prevailing business practices, Company shall xxxx, and shall cause its Affiliates and Sublicensees to xxxx, all Licensed Products that are manufactured or sold under this Agreement with the number of each issued patent under the Patent Rights that applies to such Licensed Product.

  • Grant of Licenses 9.1 We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of Xxxxxx’s Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Xxxxxx and the good will associated therewith will insure to the sole benefit of Cerule.

  • Licensed Rights (a) (i) BNYM hereby grants to Company a limited, nonexclusive, nontransferable license to access and use the Licensed System in the United States through its employees (other than as expressly permitted otherwise by Section 2.1(a)(ii) below), solely in accordance with applicable Documentation, through the interfaces and telecommunication lines designated by BNYM, strictly for the internal business purposes of the Company, solely in support of the Core Services and solely for so long as any applicable fees are paid by Company.

  • 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.

  • License; Use Upon delivery to an Authorized Person or a person reasonably believed by Custodian to be an Authorized Person of the Fund of software enabling the Fund to obtain access to the System (the “Software”), Custodian grants to the Fund a personal, nontransferable and nonexclusive license to use the Software solely for the purpose of transmitting Written Instructions, receiving reports, making inquiries or otherwise communicating with Custodian in connection with the Account(s). The Fund shall use the Software solely for its own internal and proper business purposes and not in the operation of a service bureau. Except as set forth herein, no license or right of any kind is granted to the Fund with respect to the Software. The Fund acknowledges that Custodian and its suppliers retain and have title and exclusive proprietary rights to the Software, including any trade secrets or other ideas, concepts, know-how, methodologies, or information incorporated therein and the exclusive rights to any copyrights, trademarks and patents (including registrations and applications for registration of either), or other statutory or legal protections available in respect thereof. The Fund further acknowledges that all or a part of the Software may be copyrighted or trademarked (or a registration or claim made therefor) by Custodian or its suppliers. The Fund shall not take any action with respect tot the Software inconsistent with the foregoing acknowledgement, nor shall the Fund attempt to decompile, reverse engineer or modify the Software. The Fund may not xxx, sell, lease or provide, directly or indirectly, any of the Software of any portion thereof to any other person or entity without Custodian’s prior written consent. The Fund may not remove any statutory copyright notice or other notice included in the Software or on any media containing the Software. The Fund shall reproduce any such notice on any reproduction of the Software and shall add any statutory copyright notice or other notice to the Software or media upon Custodian’s request.

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