Conditions to License Sample Clauses

Conditions to License. In consideration for the Licensor licensing to the Licensee the Licensed Premises, the Licensee hereby agrees as follows:
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Conditions to License. The license grants set forth in Section 9.1 and Section 9.2 are specifically conditioned upon Rational's continued fulfillment of the following conditions: (a) Rational shall not reverse engineer, disassemble or decompile the IDE; (b) Rational shall only license the IDE as part of a Rational product that adds significant and primary functionality to the IDE and not on a stand alone basis; (c) Rational shall not grant end users of Rational products a right to further license or distribute the IDE; (d) Microsoft is preparing a document tentatively entitled "DevStudio Package Partner Release Criteria" and will provide a copy of it to Rational when it is completed. Rational agrees that it will follow all the requirements set forth therein. Rational acknowledges that this document will be subject to modification by Microsoft from time to time in order to respond to the reasonable business needs of Microsoft; (e) Rational shall only access documented function calls when integrating the IDE into Rational products; (f) Rational shall distribute every copy of Rational products that include the IDE with an end-user license agreement that protects Microsoft and its intellectual property rights in a manner that is at least as restrictive and comprehensive as the most current Microsoft end user license agreement for Microsoft Visual Test 4.0.
Conditions to License. 2.1 Licensor hereby represents and warrants that, as a condition precedent to entering into this Agreement, Licensor has: (a) Successfully obtained Angiodynamics, Inc.'s ("Angiodynamics") written consent, the form of which is attached as Exhibit D to the Option Agreement, to the assignment to Company of all of Licensor's rights and obligations under the Distributor Agreement dated June 28, 2002 by and between Licensor and Angiodynamics; and (b) Received an unconditional and irrevocable assignment of all rights, title and interest of its employees, officers and/or directors (including, without limitation, Louis R. Matson) in and to all inventions pertaining or applicable tx xxx Xxxxx.
Conditions to License. This License is subject to all existing covenants, conditions, reservations, contracts, leases, licenses, easements, encumbrances, restrictions and rights of way with respect to the Premises, whether or not of record.
Conditions to License. Notwithstanding any provision to the contrary in this Agreement, the license granted under Section 1 of this Agreement shall be conditioned upon the following: (a) In connection with the Event, Licensee shall pay to Licensor a total fee in the amount of $ (the “Event Fee”). Fifty percent (50%) of the Event Fee (such portion herein called the “Deposit”) shall be due and payable upon full execution of this Agreement and the remaining portion of the Event Fee shall be due and payable upon the later to occur of (i) full execution of this Agreement, and (ii) 30 days prior to the Event. No reservation for the Event is guaranteed unless and until Licensee pays to Licensor the amounts due Licensor upon full execution of this Agreement pursuant to the terms herein; (b) In addition to the Event Fee, Licensee shall pay to Licensor a cleaning fee in the amount of $125.00 (the “Cleaning Fee”) and a security deposit in the amount of $200.00 (the “Security Deposit”), with the Cleaning Fee and Security Deposit being due and payable concurrently with the full execution of this Agreement. Licensee acknowledges that the Security Deposit is to be held by Licensor without interest as security for the performance by Licensee of Licensee’s covenants and obligations under this Agreement. Licensee agrees that the Security Deposit may be commingled with Licensor’s other funds and is not an advance payment of the Event Fee or a measure of Licensor’s damages in case of a breach of this Agreement by Licensee. Upon the occurrence of any breach by Licensee, Licensor may, from time to time, without prejudice to any other remedy provided herein or provided by law, use the Security Deposit to the extent necessary to cure such breach and any other damage, injury, expense or liability caused to Licensor by such breach. If Licensee fully complies with the terms herein or following Licensor’s use of a portion of the Security Deposit pursuant to the terms herein, any remaining balance of the Security Deposit shall be returned to Licensee within seven (7) days after the expiration of the Event; (c) Licensee shall promptly repair any damage resulting from or relating to the use of Licensor’s Property by any of the Licensee Parties, and Licensor shall have the right to apply the Security Deposit to any such repairs and/or damage; (d) Licensee shall fully comply with all laws, ordinances, rules and regulations, including matters of record, in connection with the use of Licensor’s Property by any of...
Conditions to License. The license granted to Licensee in Section 2.5(a) is subject to the conditions that (i) any website owned or operated by or on behalf of Licensee that displays Website Content (A) is directed solely to users in the Territory, and (B) contains a prominent disclaimer to the effect that any Website Content is directed solely to users in the United States or Canada; (ii) any website owned or operated by or on behalf of Licensor that displays Website Content (A) is directed solely to users outside the Territory, and (B) contains a translation of Licensee's Website Content into a language other than the English language or a prominent disclaimer to the effect that any Website Content written in the English language is not directed to users in the United States or Canada.
Conditions to License. Grantor will present to Grantee for payment, and the Grantee will pay the Maintenance Fees due to the United States Patent and Trademark Office during the License Term for the patent listed in Appendix A. The Grantee shall further pay to the Grantor the following amounts in cash and equity and meet the equity assignment requirements within thirty (30) days after Effective Date: a. Assign Grantor 500,000 vested shares of BladderCell LTP non- dilutable for one (1) year and then dilutable by no more than 37% upon acquisition or public offering; and d. Pay Grantor a royalty rate of three percent (3.0%) of the gross revenue earned by licensee from sublicensing royalties and sales of any products or services by Grantee or its affiliates to customers.
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Conditions to License. The Dealer further agrees and covenants: (A) to operate and advertise the Business only under the name or names from time to time designated by Bikers Dream for use by similar Bikers Dream dealers; (B) to adopt and use the Marks solely in the manner prescribed by Bikers Dream; (C) to refrain from using the Marks to perform any activity or to incur any obligation or indebtedness in such a manner as may, in any way, subject Bikers Dream to liability therefor; (D) to observe all laws with respect to the registration of trade names and assumed or fictitious names and to include in any application therefor a statement that the Dealer's use of the Marks is limited by the terms of this Agreement; (E) to provide Bikers Dream with a copy of any such application and other registration document(s); (F) to observe such requirements with respect to trademark and service mark xxxistrations and copyright notices as Bikers Dream may, from time to time, require including, without limitation, affixing "SM)," "TM" or "(R)" adjacent to all such Marks; and (G) to utilize such other appropriate notice of ownership, registration and copyright as may be required by Bikers Dream or applicable law.

Related to Conditions to License

  • CONDITIONS TO GRANT TO HAVE AND TO HOLD the above granted and described Property unto and to the use and benefit of Lender, and the successors and assigns of Lender, forever; PROVIDED, HOWEVER, these presents are upon the express condition that, if Borrower shall well and truly pay to Lender the Debt at the time and in the manner provided in the Note and this Security Instrument, shall well and truly perform the Other Obligations as set forth in this Security Instrument and shall well and truly abide by and comply with each and every covenant and condition set forth herein and in the Note, these presents and the estate hereby granted shall cease, terminate and be void.

  • Conditions to Loan Section 3.1 Conditions to Funding of the Loan on the Closing Date......................................... 33

  • Conditions to Xxxxx’x Obligations The obligations of Xxxxx hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Company herein, to the due performance by the Company of its obligations hereunder, to the completion by Xxxxx of a due diligence review satisfactory to Xxxxx in its reasonable judgment, and to the continuing satisfaction (or waiver by Xxxxx in its sole discretion) of the following additional conditions:

  • CONDITIONS TO PURCHASE The obligation of Holders to exchange their Senior Notes for Series A-1 Preferred Stock pursuant to this Agreement is subject to the receipt by Holders of all of the following documents and satisfaction of the other conditions provided in this Section 3.01, each of which shall be reasonably satisfactory to Holders in form and substance: (a) A certificate of the Secretary or an Assistant Secretary of the Company, dated the Closing Date, setting forth (i) resolutions of its board of directors with respect to the authorization of the Company to execute and deliver certificates representing the Series A-1 Preferred Stock, the Exchange Agreement Documents and the Restructuring Documents to which it is a party and to enter into the transactions contemplated in those documents (including, without limitation, the filing of the Certificate of Designations and the issuance of the Series A-1 Preferred Stock in connection with the Exchange), (ii) the officers of the Company who are authorized to sign the Exchange Agreement Documents and the Restructuring Documents to which Company is a party and, (iii) specimen signatures of the authorized officers, (iv) the certificate of incorporation of the Company (which shall include the Certificate of Designations) and the bylaws of the Company (which shall be the Amended and Restated Bylaws in the form attached hereto as Exhibit F), certified as being the true and complete certificate of incorporation and bylaws of the Company, respectively, and (v) the members of the board of directors of the Subsidiaries of the Company which shall be Xxxxx X. Xxxxx, Xxxx Xxxxx, Xxx Xxxxxx and Xxxxx Xxxx. (b) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Company and its Subsidiaries. (c) Certificates representing the Series A-1 Preferred Stock, duly completed, executed and delivered to each Holder, as applicable. (d) A compliance certificate which shall be substantially in the form attached hereto as Exhibit G, duly and properly executed by a Responsible Officer and dated as of the Closing Date. (e) Opinions of Xxxxxx and Xxxxx, LLP, counsel to the Company, in form and substance satisfactory to Holders, as to such matters incident to the transactions herein contemplated as Holders may reasonably request.

  • Conditions of Use CLIENT acknowledges that its use of the Site is subject to and conditioned upon the following terms and agrees that TAILGATE GUYS may exercise any of the remedies set forth herein for CLIENTS failure to comply: a. CLIENT shall comply with all rules and regulations established by TAILGATE GUYS, University of Michigan, and any other applicable authority, including but not limited to parking regulations in effect on campus. A copy of current rules and regulations is attached hereto as Exhibit A, which shall be subject to adjustment at any time by TAILGATE GUYS, University of Michigan or other applicable authorities. b. CLIENT shall be permitted to access the Site at the respective times set forth in the rules or otherwise determined by TAILGATE GUYS and University of Michigan. c. CLIENT acknowledges all risks related to its attendance and use of the site, including risk of damage to or loss of property or risk of serious personal injury or death, and accepts sole responsibility for such risks. CLIENT shall secure all personal property in and around the Site and shall take all precautions necessary to prevent theft or destruction thereof. CLIENT expressly acknowledges and agrees that TAILGATE GUYS shall not be responsible for any personal property of or injury to CLIENT at any time. TAILGATE GUYS will not remove or hold for safe-keeping any personal items left on the Site after event closing and same will be subject to removal by University of Michigan facilities. CLIENT may be subject to costs and fees associated with such removal. d. Eligibility for any TAILGATE GUYS drop off service is determined by Tailgate Guys in its sole discretion and is based on University restrictions, staffing availability and other factors. If CLIENT is eligible to participate in any TAILGATE GUYS drop off service, the CLIENT is responsible for properly packaging all items that will be transported and otherwise agrees to comply with procedures established by TAILGATE GUYS for this “drop off service,” including but not limited to any limitations with regard to the amount and size of items to be transported. TAILGATE GUYS will not be responsible for any damaged or broken items during unloading or loading and transportation to or from the Site. e. CLIENT shall respect the interests of other fans and clients of TAILGATE GUYS and shall not engage in or permit disorderly or offensive conduct in or around the Site. CLIENT further agrees not to exceed the maximum number of guests allowed within the as set forth in the Exhibit A. Should CLIENT violate these provisions, TAILGATE GUYS management will give CLIENT a verbal warning. If CLIENT fails to promptly come into compliance, TAILGATE GUYS may immediately revoke CLIENT’s rights to the Site and in its sole and absolute discretion terminate this Agreement. Upon such revocation or termination, all amounts paid to TAILGATE GUYS with be forfeited by CLIENT and retained by TAILGATE GUYS. f. CLIENT shall not move, alter, or disrupt operation of any media equipment provided by TAILGATE GUYS. In the event of inclement weather, TAILGATE GUYS reserves the exclusive right to cover and protect all equipment associated with the Media Package with such materials and coverings as it deems appropriate, which may include gator covers or hard cases for TV’s, plastic bags for receivers and generators or the like (collectively, the "Protective Equipment"). CLIENT shall not remove any Protective Equipment or items contained inside Protective Equipment, and expressly acknowledges and agrees that only TAILGATE GUYS staff shall have authority to do so. CLIENT acknowledges and agrees that its right to use the media equipment may be suspended, without refund, at TAILGATE GUYS option, for violation of these provisions, and CLIENT further assumes all responsibility for any damages to media equipment resulting from violation of these provisions and shall reimburse TAILGATE GUYS for the cost to repair or replace damaged equipment. g. CLIENT shall keep the Site in a neat and orderly manner at all times and may incur fees set forth on Exhibit A, attached hereto and made a part hereof. h. CLIENT acknowledges and agrees that the signage identifying each Site is uniform and provided by TAILGATE GUYS, who reserves the right to omit any vulgar, offensive or discriminatory content requested by CLIENT, in the sole and absolute discretion of TAILGATE GUYS. i. TAILGATE GUYS reserves the right to immediately terminate CLIENT’s use of the Site for violation of the conditions of use. In addition, CLIENT shall be responsible for payment of all damages incurred by TAILGATE GUYS as a result of CLIENT’s failure to comply with the foregoing conditions of use or as a result of damages by CLIENT of any equipment of TAILGATE GUYS. To insure compliance and payment of damages or fines, CLIENT agrees to keep a credit card on file with TAILGATE GUYS, and hereby authorizes TAILGATE to charge said credit card amounts owing as a result of its breach; provided that TAILGATE GUYS delivers to CLIENT an itemization of said charges and receipt for payment thereof.

  • CONDITIONS TO LOANS The obligations of Lenders to make Loans are subject to satisfaction of all of the applicable conditions set forth below.

  • Conditions to Obligations OF EACH PARTY TO EFFECT THE MERGER. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:

  • Conditions to Consent If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes Tenant’s obligations hereunder; however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the Transfer. No Transfer shall release Tenant from its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor. Landlord’s consent to any Transfer shall not waive Landlord’s rights as to any subsequent Transfers. If an Event of Default occurs while the Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenant authorizes its transferees to make payments of rent directly to Landlord upon receipt of notice from Landlord to do so following the occurrence of an Event of Default hereunder. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment.

  • Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions:

  • Conditions to Obligations to Close A. Conditions to Obligations of ALPP, A4TI, and Merger Sub. The obligations of each of ALPP, A4TI, and Merger Sub to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions, unless otherwise waived in writing by ALPP, A4TI, and Merger Sub prior to Closing; (1) The representations and warranties of Company set forth in Section 4 will be true and correct in all material respects as if made at and as of the Closing, except to the extent that such representations and warranties are qualified by the term “material,” or contain terms such as “Adverse Effect” or “Adverse Change,” in which case such representations and warranties as so written, including the term “material” or “Material,” will be true and correct in all respects at and as of the Closing; (2) Company will have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term “material,” or contain terms such as “Adverse Effect” or “Adverse Change,” in which case Company will have performed and complied with all of such covenants as so written, including the term “material” or “Material,” in all respects through the Closing; (3) There will not be any judgment, order, decree or injunction in effect that would (a) prevent consummation of any of the transactions contemplated by this Agreement, (b) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (c) adversely affect the right of A4TI to own the capital stock of Surviving Corporation and to control Surviving Corporation and its Subsidiaries, or (d) adversely affect the right of any of Surviving Corporation and its Subsidiaries to own its assets and to operate its business; (4) The Merger will have been duly approved by the Company’s Board of Directors and by holders of the Company Shares representing at least eighty percent (80%) of the Company Shares (the “Required Company Vote”); (5) Company will have delivered to ALPP and A4TI a certificate to the effect that each of the conditions specified in Sections 2.A(1)-(4) is satisfied in all respects; (6) Company will have delivered to ALPP and A4TI an executed counterpart of the Merger Certificate; and (7) Company will have delivered to ALPP and A4TI the resignations, effective as of the Closing, of each director and officer of Company excluding Xxxxxx Xxxx.

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