BY MASTER LICENSEE Sample Clauses

BY MASTER LICENSEE. Master Licensee shall have the right to ------------------ terminate this Agreement if Company materially breaches any material provision of this Agreement and does not cure such breach or furnish evidence of diligent and continuing action undertaken by Company to cure such breach, within ninety (90) days after written notice of such breach is delivered to Company.
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BY MASTER LICENSEE. Master Licensee shall have the right to terminate this Agreement if (i) Master Licensee is legally prohibited from using the Marks or any substitute Marks incorporating the name "Days Inn" therein, (ii) Company violates Paragraph 14.1, or (iii) Company breaches any provision of this Agreement and does not cure such breach or furnish evidence of diligent and continuing action undertaken by Company to cure such breach, within ninety (90) days after written notice of such breach is delivered to Company.
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BY MASTER LICENSEE. Without prejudice to any other rights and remedies it may have, Master Licensee shall have the right to terminate this Agreement if (a) Company breaches any provision of this Agreement and does not cure such breach or furnish evidence of diligent and continuing action undertaken by Company to cure such breach, within ninety (90) days after written notice of such breach is delivered to Company; (b) Company has made any material misrepresentation or omission to Master Licensee upon which Master Licensee materially relied in making its decision to enter into this Agreement; and (c) Company suffers any bankruptcy, examinership, receivership, liquidation, dissolution, insolvency, or experiences an inability to pay debts as they become due or winding up of Company.
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BY MASTER LICENSEE. MASTER LICENSEE understands and acknowledges that the rights and duties this Agreement creates are personal to MASTER LICENSEE and its Owners and that LICENSOR has entered into this Agreement in reliance upon its perceptions of the individual or collective character, skill, aptitude, attitude, business ability, and financial capacity of MASTER LICENSEE and its Owners. Therefore, neither (i) this Agreement (or any right granted by or interest in this Agreement), (ii) any ownership or other interest in MASTER LICENSEE (including, but not limited to, the right to receive all or any part of MASTER LICENSEE's profits or losses) or its Owners (if such Owners are legal entities), (iii) all or substantially all of MASTER LICENSEE's assets, nor (iv) any interest of MASTER LICENSEE in or to a Sublicense Agreement may be transferred without LICENSOR's prior written approval. Any transfer without LICENSOR's approval is a breach of this Agreement and has no effect, meaning that MASTER LICENSEE will continue to be obligated to LICENSOR for all of its obligations under this Agreement. Despite the restrictions, in this Section 13.B., MASTER LICENSEE may transfer this Agreement to one of its Affiliates if the Affiliate has been capitalized with at least $10 Million Dollars (to be verified by MASTER LICENSEE in the manner LICENSOR reasonably requires), MASTER LICENSEE guarantees its Affiliate's performance of the obligations under this Agreement, and MASTER LICENSEE and its Affiliate sign the documents LICENSOR reasonably requires to effect the transfer of this Agreement to the Affiliate. MASTER LICENSEE shall notify LICENSOR, and send LICENSOR such information that LICENSOR requests regarding any proposed transfer, at least one hundred twenty (120) days before the transfer's proposed effective date (although this does not mean that LICENSOR has approved or must approve the proposed transfer) and shall reimburse LICENSOR for all reasonable expenses (including, without limitation, attorneys' fees) LICENSOR incurs in evaluating, documenting, and approving or disapproving a proposed transfer. As used in this Agreement, the term "transfer" includes, without limitation, whether voluntary, involuntary, direct, or indirect: an assignment, sale, gift, or other disposition; the grant of a mortgage, charge, lien, or security interest (including, without limitation, the grant of a collateral assignment); a merger or consolidation, issuance of additional ownership interests, or redempt...
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BY MASTER LICENSEE. Provided MASTER LICENSEE is in substantial compliance with this Agreement, MASTER LICENSEE may terminate this Agreement, effective thirty (30) days following its delivery of written notice of termination to LICENSOR, if LICENSOR commits a material breach of its obligations under this Agreement and fails to cure such breach within sixty (60) days after MASTER LICENSEE delivers notice of such breach to LICENSOR (or, if such breach cannot reasonably be cured within sixty (60) days, if LICENSOR fails to undertake within sixty (60) days after delivery of notice, and continue until completion, reasonable efforts to cure such breach). MASTER LICENSEE's termination of this Agreement other than as provided in this Section 14.A. shall be deemed a termination by MASTER LICENSEE without cause.
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Related to BY MASTER LICENSEE

  • Licensee Licensee represents and warrants that:

  • Licensor any Person from whom a Grantor obtains the right to use any Intellectual Property. Lien: any Person’s interest in Property securing an obligation owed to, or a claim by, such Person, whether such interest is based on common law, statute or contract, including liens, security interests, pledges, hypothecations, statutory trusts, reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases, and other title exceptions and encumbrances affecting Property. Lien Waiver: an agreement, in form and substance satisfactory to Collateral Agent, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Collateral Agent to enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on the Collateral, agrees to hold any Documents in its possession relating to the Collateral as agent for Collateral Agent, and agrees to deliver the Collateral to Collateral Agent upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Collateral Agent’s Lien, waives or subordinates any Lien it may have on the Collateral, and agrees to deliver the Collateral to Collateral Agent upon request; and (d) for any Collateral subject to a Licensor’s Intellectual Property rights, the Licensor grants to Collateral Agent the right, vis-à-vis such Licensor, to enforce Collateral Agent’s Liens with respect to the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License.

  • Sublicensee The term “Sublicensee” shall mean any third party to whom Licensee grants a sublicense or similar rights with respect to the rights conferred upon Licensee under this Agreement, as contemplated by Section 2.3. In addition, “Sublicensee” shall include any and all further third party Sublicensees that may be permitted under Section 2.3.

  • Sublicensees Licensee shall have the full right (but not the obligation) to sublicense those rights granted to it under Section 2.1 to a Third Party (a “Sublicensee”); provided, however, that, prior to the payment of the first milestone pursuant to Section 7.2, Licensee may not grant any such sublicense to any contract research organization conducting Clinical Trials of Products or any Third Parties conducting contract Manufacturing activities without Licensee’s prior written notice (at least twenty (20) Business Days in advance) to Lilly, which shall include a description of the rights to be granted and the purpose therefor, the identity of the Third Party and the countries involved, and Lilly’s prior written consent, but such consent shall only be required (i) until such time as Licensee is the holder of record for the Regulatory Materials related to Taladegib and (ii) to the extent such organization is not performing services for Licensee as of the Effective Date; and provided further, that Licensee shall remain responsible for the performance by any of its Sublicensees. With respect to any Sublicensee granted a sublicense to any Commercialization rights hereunder, Licensee shall ensure that each of its Sublicensees accepts in writing all applicable terms and conditions of this Agreement, including the non-compete, reporting, audit, inspection and confidentiality provisions hereunder. Each Sublicensee shall also be prohibited from further sublicensing. For the avoidance of doubt, (a) Licensee will remain directly responsible for all amounts owed to Lilly under this Agreement, and (b) each Sublicensee is subject to the negative and restrictive covenants set forth in Sections 2.3.1 and 2.5, respectively. Licensee hereby expressly waives any requirement that Lilly exhaust any right, power or remedy, or proceed against a subcontractor, for any obligation or performance hereunder prior to proceeding directly against Licensee.

  • By Licensee Licensee shall defend, indemnify, and hold harmless Licensor, the REGENXBIO Licensors, and their respective shareholders, members, officers, trustees, faculty, students, contractors, agents, and employees (individually, a “Licensor Indemnified Party” and, collectively, the “Licensor Indemnified Parties”) from and against any and all Third Party liability, loss, damage, action, claim, fee, cost, or expense (including attorneys’ fees) (individually, a “Third Party Liability” and, collectively, the “Third Party Liabilities”) suffered or incurred by the Licensor Indemnified Parties from claims of such Third Parties that result from or arise out of: [*]; provided, however, that Licensee shall not be liable for claims to the extent based on any breach by Licensor of the representations, warranties, or obligations of this Agreement or the gross negligence or intentional misconduct of any of the Licensor Indemnified Parties. Without limiting the foregoing, Licensee must defend, indemnify, and hold harmless the Licensor Indemnified Parties from and against any Third Party Liabilities resulting from:

  • Sublicense Agreements Sublicenses shall be granted only pursuant to written agreements, which shall be subject and subordinate to the terms and conditions of this Agreement. Such Sublicense agreements shall contain, among other things, provisions to the following effect:

  • Research License Following Selection of each CGI Antigen (or exercise of a Buy-In Right for each CGI Antigen) and subject to the terms and conditions of this Agreement, ABX agrees to grant, and hereby grants, to CGI a nonexclusive sublicense under the Licensed Technology to develop, make, have made, use, import or export or otherwise transfer physical possession of (but not to sell, lease, offer to sell or lease, or otherwise transfer title to) Covered Products related to such CGI Antigen and cells that express or secrete Antibodies to such CGI Antigen, in each case solely for purposes relating to or in connection with research or development (i) of Covered Products for use in the field of Gene Therapy or (ii) involving Genetic Material when used with viral or nonviral gene transfer systems. CGI shall have the right to sublicense the rights granted under this Section 2.5 upon the approval of ABX, which approval shall not be unreasonably withheld. In the event that ABX refuses to approve such a sublicense, ABX shall, to the extent that ABX has the right to do so, grant at CGI's request a nonexclusive sublicense of such rights directly to a non-Affiliate third party designated by CGI on terms and conditions substantially identical to the applicable terms and conditions of this Agreement. The sublicense granted by ABX under this Section 2.5 with respect to a CGI Antigen (and the further sublicenses, if any, granted by CGI under this Section 2.5 with respect to such CGI Antigen) shall terminate at such time as (A) CGI sends ABX an Abandonment Notice pursuant to Section 2.4.1 above regarding such CGI Antigen or (B) CGI enters into a CGI Product Sublicense related to such CGI Antigen; provided, however, that termination of a sublicense under this Section 2.5 with respect to a CGI Antigen pursuant to (B) above shall not affect the duration or survival of a grant of similar rights or sublicense under the CGI Product Sublicense with respect to such CGI Antigen, which rights or sublicense shall terminate or expire only in accordance with the terms of such CGI Product Sublicense. In the event that ABX enters into a Product Sublicense with respect to a CGI Antigen and CGI has not within six (6) months thereafter entered into a CGI Product Sublicense with respect to such CGI Antigen, the sublicense granted under this Section 2.5 with respect to such CGI Antigen shall terminate. It is understood and agreed that (x) as to ABX-Controlled Rights, the grant of rights under this Section 2.5 shall be subject to and limited in all respects by the terms of the applicable ABX In-License(s) pursuant to which such ABX-Controlled Rights were granted to ABX and (y) the rights and sublicenses granted to CGI under this Section 2.5 or any other provision of this Agreement shall be subject in all respects to the GenPharm Cross License.

  • Software License Agreement McDATA agrees that all Licensed Software will be distributed to Customers subject to a Software License Agreement (including warranty statement), along with a McDATA Manual, in a manner which is (a) no less protective of BROCADE's Intellectual Property Rights in the Licensed Software than the form attached hereto as Exhibit D, and (b) legally enforceable in the jurisdictions in which the Licensed Software, as incorporated into the McDATA Products, is distributed.

  • 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.

  • By Licensor Licensor represents and warrants that:

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