By the Licensee. The Licensee shall indemnify, defend and hold harmless the Licensor and its Affiliates from and against and in respect of any and all Losses incurred by them arising out of or resulting from any breach of any representation, warranty, covenant or agreement made by the Licensee herein.
By the Licensee. The Licensee's rights and obligations under this Agreement are personal to the Licensee and are not capable of being assigned, charged or otherwise transferred or encumbered. The Licensee shall not attempt or purport to assign, charge or otherwise transfer or encumber any of such rights and obligations. The Licensee may sub-contract/sub-licence its rights and obligations in the manner envisaged by Clause 11 or as otherwise set out in an approved Marketing and Promotion Plan.
By the Licensee. 8.2.1 If the University breaches or fails to perform one or more of its duties under this Agreement, the Licensee may deliver to the University a written notice of default. The Licensee may terminate this Agreement by delivering to the University a written notice of termination if the default has not cured in full within ninety (90) days of the delivery to the University of the notice of default.
8.2.2 The Licensee may terminate this Agreement at any time by giving sixty (60) days written notice to the University.
By the Licensee. Licensee will indemnify and hold harmless Licensor and its directors, officers, shareholders, employees, agents, representatives and affiliates (collectively, the "Licensor Indemnified Parties"), on or After Tax Basis, from and against all Losses incurred by the Licensor Indemnified Parties arising from Licensee's breach of any obligation, representation or warranty contained in this Agreement.
By the Licensee. 13.1.1 The Licensee shall not be entitled to terminate this Agreement before the expiry of 12 months from the commencement of the Licence Period.
By the Licensee. If the University breaches or fails to perform one or more of its obligations under this Agreement, the Licensee may deliver to the University a written notice of default. If the University fails to cure the default in full within [***] of notice thereof, then, notwithstanding any other rights that the Licensee may have at common law or in equity, the Licensee may either: (i) terminate this Agreement by delivering to the University a written notice of termination, or (ii) commence an action seeking damages or performance of such obligation(s).
By the Licensee. 8.2.1 If the University materially breaches or materially fails to perform one or more of its duties under this Agreement, the Licensee may deliver to the University a written notice of default. The Licensee may terminate this Agreement by delivering to the University a written notice of termination if the default has not cured in full within **** of the delivery to the University of the notice of default.
8.2.2 The Licensee may, upon **** prior written notice to the University, terminate this Agreement for any reason, with or without cause; provided that (i) the Licensee is current in all payment obligations due as of the notice and termination date; and (ii) the Licensee pays the University ****. **** CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
By the Licensee. 8.2.1 Provided Licensee is then current with respect to reimbursement of all applicable expenses and payment of royalties, Licensee may terminate this Agreement at any time, without cause, after the third (3rd) anniversary of the Effective Date by delivering the written notice of Licensee’s intent to terminate to the University at least ninety (90) days prior to the effective date of such termination.
8.2.2 If the University breaches or fails to perform one or more of its duties under the Agreement, the Licensee may deliver to the University a written notice of default. The Licensee may terminate the Agreement by delivering to the University a written notice of termination if the default has not cured in full within ninety (90) days of the delivery to the University of the notice of default. Upon termination of the Agreement for any reason, Licensee shall (1) provide to the University all data it has generated and all device prototypes it has developed as of the effective date of termination; and (2) return to the University all materials and data which the University may have provided to Licensee.
By the Licensee. In the event Licensee desires, in its own discretion, to relocate any Small Wireless Facilities from one Municipal Facility to another, Licensee shall notify the City of such a request, and the City will consider an equivalent Municipal Facility that is available for use in accordance with the terms of this Agreement. Licensee shall be required to obtain all necessary approvals and Permits required for relocation to the requested location prior to removal and relocation.
By the Licensee. 8.2.1. Licensee may terminate this agreement at any time after the third (3rd) anniversary of the Effective Date as provided in section 2 above.
