Grant of Licenses and Rights Sample Clauses

Grant of Licenses and Rights. 2.1 Subject to previously granted rights and licenses, if any, as of the Effective Time, Spinco and its Subsidiaries hereby: (a) irrevocably assign, grant and convey to Licensor and its Affiliates (other than Licensee and its Subsidiaries) an undivided joint ownership interest in and to the right, title and interest of Licensee and its Subsidiaries to the Business Proprietary Software, Spinco Non-Statutory Intellectual Property and Proprietary Business Information; provided, however, the joint ownership interest in Business Proprietary Software is subject to the restrictions set forth in Section 2.3 hereof. The joint ownership interest of Spinco and its Subsidiaries on the one hand, and Licensor and its Affiliates on the other hand, includes, but is not limited to, the unrestricted right to use, reproduce, copy, modify, improve, create derivative works, enhance, transfer, assign, otherwise convey and to exercise any and all rights relating to such Business Proprietary Software, Spinco Non-Statutory Intellectual Property and Proprietary Business Information without the obligation to account to the other therefor, except and to the extent set forth in Article V; (b) grant to Licensor and its Affiliates a royalty-free, fully paid-up, irrevocable, nonexclusive license under Designated Spinco Statutory Intellectual Property (excluding any Trademarks and any copyrights in advertising copy included therein) to make, have made, use, have used, sell, have sold, products and services, without in any way accounting to Spinco or its Subsidiaries; and (c) irrevocably assigns, grants and conveys to Licensor and its Affiliates (other than Licensee and its Subsidiaries) all right, title and interest, if any, of Licensee and its Subsidiaries in and to Customer Listing Data. 2.2 Licensor, on behalf of itself and its U.S. Affiliates, hereby grants, as of the Effective Date, the following rights and licenses: (a) Subject to previously granted rights and licenses, if any, Licensor hereby grants to Spinco and its Subsidiaries a personal, royalty-free, fully paid-up, irrevocable (except and to the extent set forth in Article 6, below), nonexclusive and nontransferable (except as permitted pursuant to Section 7.1 below) license, subject to the provisions of Section 5.1 of this Intellectual Property Agreement, to use the Licensed Intellectual Property solely in the provision of goods and services in respect of the business of the Spinco and its Subsidiaries solely in the United St...
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Grant of Licenses and Rights. (a) Upon the terms and conditions set forth herein, COLT hereby grants to LICENSEE, and LICENSEE hereby accepts, the exclusive, worldwide, sublicensable license (which is revocable under certain circumstances set forth below and assignable to the extent set forth in Section 10 of this Agreement) to use the COLT Trademarks (1) as part of its trade name “Colt Defense” (the “Trade Name”); (ii) as part of its rollmarks for the Products; and (iii) in the manufacture, marketing, promoting, advertising, sale and distribution of the Products. The LICENSEE shall use the COLT Trademarks only in the precise form in which the same appear in COLT’s trademark registrations thereof; if any, or in such other forms as may be approved in writing by COLT, shall use the COLT Trademarks and the Trade Name only on or in relation to the marketing and sale of the Products, and shall use the COLT Trademarks and the Trade Name only pursuant to, and in strict accordance with, all of the terms and conditions of this Agreement. (b) Any sublicenses granted hereunder by LICENSEE shall be on terms consistent with the terms of this Agreement. Without limiting the foregoing, such sublicenses shall incorporate the substance of the provisions of paragraphs (a), (c), (d) and (e) of this Section 3 and of Sections 5, 6 and 17, and the sublicensees shall be subject to the obligations of LICENSEE as stated therein, and the term of such sublicenses shall not exceed the term of this Agreement LICENSEE’S right to sublicense shall not extend to the Trade Name. (c) LICENSEE acknowledges that no license is granted hereunder for the use of the COLT Trademarks or the Trade Name in connection with or directly or indirectly to promote, publicize or otherwise encourage the sale of any product or service other than the Products. (d) LICENSEE shall not use or permit the use of any other xxxx, name or identification on any goods or services, or on any packaging, advertising or display associated with any such goods or services, in such a manner or in such close proximity to said COLT Trademarks as might be likely to cause confusion as to the identity or ownership of the COLT Trademarks or to weaken or dilute the distinctive character of said COLT Trademarks. (e) Nothing contained in this Agreement shall be construed to confer upon LICENSEE any right to have the Trade Name or any of the COLT Trademarks currently owned or owned hereafter by COLT or its affiliates registered in the name of LICENSEE or otherwise v...
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Grant of Licenses and Rights. (a) Licensor hereby grants to Licensee a personal, royalty-free, nonexclusive and nontransferable limited right and license to use in commerce the FAIRPOINT Mxxx solely as part of the Co-Branded Logo in connection with the provision of Schedule D Services for the duration of the Term in accordance with and subject to the following terms and conditions:
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Grant of Licenses and Rights. 3.1 Software License, Beginning on the Effective Date, AT&T grants to UIT a ---------------- nonexclusive, nontransferable license to reproduce and Distribute the AT&T WorldNet Software to Distributors and End Users throughout the Territory subject to the following: 3.1.1 UIT may reproduce and distribute the AT&T WorldNet Software only as a component of a Bundled UIT Product for use in conjunction with the Service within the United States. 3.1.2 UIT and its Distributors may not transmit the AT&T WorldNet Software to any third party electronically. 3.1.3 UIT and its Distributors are expressly prohibited from (i) modifying the AT&T WorldNet Software in any way except as provided in Section 4.8; and from (ii) marketing or distributing of the AT&T WorldNet Software or Updates thereto other than as a component of a Bundled UIT Product. 3.1.4 UIT, itself or through any Distributor, shall have the right to grant to End Users the right to use the AT&T Worldnet Software as a component of a Bundled UIT Product for use in conjunction with the Service within the United States. 3.1.5 This license grant is conditional upon marketing and bundling the AT&T WorldNet Software as required herein and all other terms and conditions of this Agreement.
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Grant of Licenses and Rights. (a) Subject to the provisions of Articles III and VIII, E-TEK grants to WALSIN under the PATENTS personal and nontransferable (except as otherwise provided in Section 8.1(b)) licenses: (i) to make LICENSED PRODUCTS on a nonexclusive basis in Taiwan and in the People's Republic of China ("PRC"), and only in Taiwan and the PRC; and, (ii) to use, offer for sale and sell the LICENSED PRODUCTS on a nonexclusive basis, and only in the following countries: Japan, PRC, Indonesia, Malaysia, Philippines, Taiwan, North Korea, South Korea, Singapore, Thailand, Vietnam, Australia and New Zealand (collectively, the "Pacific Rim Countries"). The foregoing licenses do not include any sublicensing or have-made rights, nor the right to make, have made, use, sell, offer for sale or import devices other than LICENSED PRODUCTS. No license or right is granted herein to any E-TEK patents not included in the PATENTS. (b) All licenses granted in Section 1.1(a) under the PATENTS shall continue until terminated pursuant to Article VII or until the PATENTS expire, whichever is first to occur. (a) Subject to the provisions of Articles III and VIII, E-TEK also grants to WALSIN a personal and nontransferable (except as otherwise provided in Section 8.1(b)) license under the Information: (i) to use the Information on a nonexclusive basis in Taiwan and in the PRC, and only in Taiwan and the PRC, in connection with WALSIN's efforts to design, test, manufacture and assemble LICENSED PRODUCTS; and, (ii) to use, offer for sale and sell any resulting LICENSED PRODUCTS on a nonexclusive basis, and only in the Pacific Rim Countries. The foregoing license does not include any sublicensing or have-made rights, nor the right to use the Information for any purpose other than the design, manufacture, test and assembly of LICENSED PRODUCTS. 1.3. The Information may be disclosed to WALSIN's raw material suppliers solely for their use to help WALSIN manufacture and assemble LICENSED PRODUCTS, provided that: (i) before disclosing any such Information, WALSIN must first disclose to E-TEK the identity of such supplier and enter into a confidentiality agreement with such supplier with terms substantially similar to those contained in the template agreement attached hereto as Exhibit C; and,
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Grant of Licenses and Rights. 2.1 Subject to previously granted rights and licenses, if any, effective immediately prior to the Effective Time, Company and its Subsidiaries hereby: (a) irrevocably assign, convey and grant to Seller, for and on behalf of its present and future Affiliates, all right, title and interest in and to Company Intellectual Property, excluding any rights and licenses of Company and its Subsidiaries, if any, in Third Party Intellectual Property; and (b) grant to Seller and its Affiliates a personal, royalty-free, fully paid-up, irrevocable, nonexclusive license to use, publish, modify, display and create derivative works of Company Customer Listing Data and, subject to Section 5.27 of the Agreement, to provide directory products and services, without in any way accounting to Surviving Corporation, its subsidiaries, Company or its Subsidiaries. The parties acknowledge and agree that the foregoing license to the Company Customer Listing Data does not include the right of Seller and its Affiliates to receive any updates after the Closing Date to the Company Customer Listing Data, and that any such right to receive updates shall be subject to the parties subsequently entering into a separate written agreement on such terms and conditions as may be agreed upon by the parties and in accordance with applicable Law. 2.2 Seller, on behalf of itself and its U.S. Affiliates, hereby grants, effective immediately after the consummation of the assignment contemplated by Section 2.1 above, the following rights and licenses: (a) Subject to previously granted rights and licenses, if any, Seller hereby grants to Company and its Subsidiaries a personal, royalty-free, fully paid-up, irrevocable (except and to the extent set forth in Article 6, below), nonexclusive and nontransferable (except as permitted pursuant to Section 7.1 below) license, subject to the provisions of Section 5.1 of this Intellectual Property Agreement, to use the Licensed Intellectual Properly solely in the provision of goods and services in respect of the business of the Company and its Subsidiaries solely in the State of Hawaii and solely in the Licensed Field of Use and in the practice of any methods associated with the provision of such goods and services in the Licensed Field of Use. The foregoing license granted to Company and its Subsidiaries includes, but is not limited to, the right to reproduce, copy, modify, improve and enhance such Licensed Intellectual Property, but does not include the right: (w) ...
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Grant of Licenses and Rights. Effective immediately prior to the Effective Time, Spinco and Spinco Subsidiaries hereby:
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Grant of Licenses and Rights 
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Related to Grant of Licenses and Rights

  • Grant of Licenses (a) Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor, an exclusive, non-transferable (except as set forth in Section 10.7) and non-sublicensable (except as provided in Section 2.1(c)) license to use the Licensed Domain Names in connection with the Business during the Term. Except as provided in Section 2.3, Licensee’s use of the Licensed Domain Names under the terms of this Agreement shall be free of any fees. (b) Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor, an exclusive, non-transferable (except as set forth in Section 10.7) and non-sublicensable (except as provided in Section 2.1(c)) license to use the Licensed Content in connection with websites associated with the Licensed Domain Names until the earlier of (i) termination or expiration of this Agreement, or (ii) termination or expiration of the Agency Agreement, provided, however, that in the event the Agency Agreement is amended or restated, such amendment or restatement shall not be deemed a termination or expiration of the Agency Agreement. Except as provided in Section 2.3, Licensee’s use of the Licensed Content under the terms of this Agreement shall be free of any fees. (c) Notwithstanding anything in this Agreement to the contrary, Licensee has no right to sublicense any rights granted hereunder to any third party, or otherwise permit any third party to use any Licensed Domain Names or Licensed Content; provided, however, that any rights granted to Licensee hereunder shall be sublicensable, without the prior written consent of Licensor, to SINA Leju and Licensee’s Affiliates that are controlled by SINA Leju solely for the purpose of operating the Business during the Term. All rights in and to the Licensed Domain Names and Licensed Content not expressly granted herein are hereby reserved exclusively by Licensor. Licensee shall be responsible for the compliance of the terms and conditions of this Agreement by all of its sublicensees. Without limiting the foregoing, in the event any sublicensee undertakes any action (or inaction) that would be deemed a breach of this Agreement had Licensee taken such action (or inaction), such action (or inaction) shall be deemed a breach by Licensee under this Agreement.

  • Grant of License During the term of this Contract: a. Sourcewell grants to Supplier a royalty-free, worldwide, non-exclusive right and license to use the trademark(s) provided to Supplier by Sourcewell in advertising and promotional materials for the purpose of marketing Sourcewell’s relationship with Supplier. b. Supplier grants to Sourcewell a royalty-free, worldwide, non-exclusive right and license to use Supplier’s trademarks in advertising and promotional materials for the purpose of marketing Supplier’s relationship with Sourcewell.

  • 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. 2.2 The Licence is a ‘blanket licence’. The Licensee is therefore entitled to, at the Premises and during the period that the Agreement is in force, perform any of the Works of Music in XXXXX’s Repertoire. The licence fee is payable irrespective of whether the Licensee elects to Perform XXXXX’s Repertoire or not.

  • Grant of License to Use Intellectual Property Without limiting the provisions of Section 3.01 hereof or any other rights of the Collateral Agent as the holder of a Security Interest in any IP Collateral, for the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral Agent, for the benefit of the Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the IP Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located (whether or not any license agreement by and between any Grantor and any other Person relating to the use of such IP Collateral may be terminated hereafter), 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 any such license granted by the Collateral Agent to a third party shall include reasonable and customary terms necessary to preserve the existence, validity and value of the affected IP Collateral, including without limitation, provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and prohibiting the use of false notices, protecting and maintaining the quality standards of the Trademarks in the manner set forth below (it being understood and agreed that, without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such IP Collateral above and beyond (x) the rights to such IP Collateral that each Grantor has reserved for itself and (y) in the case of IP Collateral that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such IP Collateral hereunder). The use of such license by the Collateral Agent may only be exercised, at the option of the Collateral Agent, during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall immediately terminate at such time as the Collateral Agent is no longer lawfully entitled to exercise its rights and remedies under this Agreement. Nothing in this Section 4.01 shall require a Grantor 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, with respect to such property or otherwise unreasonably prejudices the value thereof to the relevant Grantor. In the event the license set forth in this Section 4.01 is exercised with regard to any Trademarks, then the following shall apply: (i) all goodwill arising from any licensed or sublicensed use of any Trademark shall inure to the benefit of the Grantor; (ii) the licensed or sublicensed Trademarks shall only be used in association with goods or services of a quality and nature consistent with the quality and reputation with which such Trademarks were associated when used by Grantor prior to the exercise of the license rights set forth herein; and (iii) at the Grantor’s request and expense, licensees and sublicensees shall provide reasonable cooperation in any effort by the Grantor to maintain the registration or otherwise secure the ongoing validity and effectiveness of such licensed Trademarks, including, without limitation the actions and conduct described in Section 4.02 below.

  • Third-Party Agreements and Rights The Executive hereby confirms that the Executive is not bound by the terms of any agreement with any previous employer or other party which restricts in any way the Executive’s use or disclosure of information or the Executive’s engagement in any business. The Executive represents to the Company that the Executive’s execution of this Agreement, the Executive’s employment with the Company and the performance of the Executive’s proposed duties for the Company will not violate any obligations the Executive may have to any such previous employer or other party. In the Executive’s work for the Company, the Executive will not disclose or make use of any information in violation of any agreements with or rights of any such previous employer or other party, and the Executive will not bring to the premises of the Company any copies or other tangible embodiments of non-public information belonging to or obtained from any such previous employment or other party.

  • Assignment of Rights to Intellectual Property The Executive shall promptly and fully disclose all Intellectual Property to the Company. The Executive hereby assigns and agrees to assign to the Company (or as otherwise directed by the Company) the Executive’s full right, title and interest in and to all Intellectual Property. The Executive agrees to execute any and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do such other acts (including without limitation the execution and delivery of instruments of further assurance or confirmation) requested by the Company to assign the Intellectual Property to the Company and to permit the Company to enforce any patents, copyrights or other proprietary rights to the Intellectual Property. The Executive will not charge the Company for time spent in complying with these obligations. All copyrightable works that the Executive creates shall be considered “work made for hire”.

  • GRANT OF LICENSE AND LIMITATIONS License to Use the Licensed Software. In accordance with the terms and conditions hereof, the Licensor agrees to grant to Bianfeng Networking a license to install and operate the Licensed Software on the Designated Computers and to grant to its customers the right to use such software system.

  • Licenses, etc The Borrower has obtained and does hold in full force and effect, all franchises, licenses, permits, certificates, authorizations, qualifications, accreditation, easements, rights of way and other consents and approvals which are necessary for the operation of its businesses as presently conducted, the absence of which is likely to have a Material Adverse Effect.

  • Other Licenses Nothing contained in this Agreement shall be construed as conferring by implication, estoppel or otherwise upon either Party any license or other right except the licenses and rights expressly granted under this Agreement.

  • Transfer of Licenses Lessee shall use reasonable efforts (i) to transfer to Lessor or Lessor’s nominee all licenses, operating permits and other governmental authorizations and all contracts, including contracts with governmental or quasi-governmental entities, that may be necessary for the operation of the Hotel (collectively, “Licenses”), or (ii) if such transfer is prohibited by law or Lessor otherwise elects, to cooperate with Lessor or Lessor’s nominee in connection with the processing by Lessor or Lessor’s nominee of any applications for, all Licenses; provided, in either case, that the costs and expenses of any such transfer or the processing of any such application shall be paid by Lessor or Lessor’s nominee.

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