Legal Clearance Sample Clauses

Legal Clearance. Sandoz shall have sole responsibility to make decisions with respect to Legal Clearance (except with respect to the determination of whether Legal Clearance has occurred, which shall be determined in accordance with the definitions herein of District Court Legal Clearance and Final Legal Clearance); PROVIDED THAT such decisions are generally consistent with the strategy set therefor by the JSC, and subject to the provisions of Section 13.2.
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Legal Clearance. With respect to each Licensed Product, Vendor shall be solely responsible for and shall perform all Clearance Measures, at its sole expense, in each Approved Country and in any other country in the New Territory in which distribution of Licensed Products is anticipated to occur or that Company reasonably requests, for all aspects of the proposed Licensed Products, including any and all Creative (but excluding media-ready advertisements provided by Company under Section 3.6(a) of this License Agreement), to ensure that: (a) Company, Company International Stores, Company Franchise Stores, Approved Distributors, and Approved Retailers can market, use, reuse, publish and republish, sell and distribute, and authorize others to market, use, reuse, publish, republish, sell and distribute, the Approved Company Product and Creative, including Third-Party Materials, and (b) Company may own all rights and interests in such Creative (except for any Third-Party Materials Approved by Company) including, without limitation, the New Marks. Vendor shall complete all necessary Clearance Measures before presenting a Business Plan to Company for Approval under Section 3.2 of this License Agreement and will advise Company of any recommended Applications pursuant to Section 5.3. Notwithstanding anything to the contrary, Vendor shall have no obligation to apply for or to prosecute any Applications. Vendor warrants that it uses an outside law firm with expertise in trademark clearance to perform the Clearance Measures and that it maintains documentation, including written opinions from counsel, regarding those searches for eleven (11) years. Vendor shall notify Company of any change in its clearance process. 12 ARTICLE VI ROYALTIES AND TAX MATTERS 6.1
Sample 1
Legal Clearance. 1. The author affirms that the services that he has rendered in connection with the further planning, preparation, realisation and support of the work, as well as the third-party text and/or image templates obtained by the author himself do not infringe third- party rights, he is solely authorised to dispose of any rights of use under copyright law that have arisen in respect of the services rendered or that exist in respect of the aforementioned text and/or image templates, and he has hitherto neither wholly nor partly made any disposition conflicting with this granting of rights.
Sample 1
Legal Clearance. Consultant shall obtain written clearance from Walmart’s in-house legal counsel of any written or printed materials, radio, television, internet, or billboard advertising, written communications to third parties, and any other materials of a legally substantive or confidential nature prior to allowing dissemination of such materials or advertising.
Sample 1
Legal Clearance. Vendor shall be solely responsible for and shall perform all Clearance Measures for all aspects of the proposed Company Products and their respective Creative (including New Marks), to ensure that: (i) Company can manufacture, produce, market, use, reuse, publish and republish, distribute, and authorize others to manufacture, produce, market, use, reuse, publish, republish and distribute, the Approved Company Product and Creative, including Third-Party Materials, and (ii) Company may own all rights and interests in such Creative (except for any Third-Party Materials Approved by Company) including, without limitation, the New Marks. For each new Company Product, Vendor shall be obligated to present no more than [———-]5 product names that are clear for Company’s use and ownership as set forth herein. If Company rejects all [———-]6 cleared product names for the new Company Product and requires additional Clearance Measures, such Clearance Measures shall be at Company’s sole cost and expense. Vendor shall ensure that any agent, subcontractor or other person or entity acting on Vendor’s behalf that is involved in the development or production of Company Products or Creative shall, prior to such involvement, sign an intellectual property assignment agreement in form and substance acceptable to Company assigning to Company all rights to any Company Products and Creative. Vendor shall not use any Third-Party Materials in or as part of any Creative or Company Product without Company’s Approval. Vendor shall complete all Clearance Measures before Vendor presents the Company Product to Company for Approval. Vendor warrants that it uses an outside law firm with expertise in legal clearance to perform the Clearance Measures and that it maintains documentation, including written opinions from counsel, regarding those searches for [———-]7.
Sample 1

Related to Legal Clearance

  • FINRA Clearance On or before the date of this Agreement, the Representative shall have received clearance from FINRA as to the amount of compensation allowable or payable to the Underwriters as described in the Registration Statement.

  • HSR Clearance All applicable waiting periods under the HSR Act shall have expired or been terminated.

  • Exchange Clearance On the Closing Date, the Firm Shares shall have been approved for listing on the Exchange, subject only to official notice of issuance. On the first Option Closing Date (if any), the Option Shares shall have been approved for listing on the Exchange, subject only to official notice of issuance.

  • Clearances Advertiser will be responsible, at its own cost and expense, for obtaining all clearances, authorizations, permissions, licenses, and releases (collectively, “Clearances”) from third parties necessary to enable Station to distribute the Advertiser Content under this Section 4, including, without limitation, (i) Clearances for any of the following creative elements appearing in or otherwise displayed via the Advertiser Content: photos, video footage, music (including, without limitation, any synchronization and mechanical licenses), audio tracks, trademarks, service marks, and rights of publicity and other indicia of identity, and (ii) Clearances from any individuals or entities whose trademarks, service marks, other corporate indicia, names, voices, likenesses, and other indicia of identity may appear in any of the Advertiser Content.

  • Regulatory Approvals and Related Matters (a) Each party shall use reasonable best efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such party with any Governmental Body with respect to the Merger and the other Contemplated Transactions, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly (and in any event within 10 days) after the date of this Agreement, prepare and file the notifications required under any Legal Requirement that is designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”) in connection with the Merger. The Company and Parent each shall promptly (i) supply the other party with any information which may be required in order to effectuate notices, reports, documents or other filings with any Governmental Body required to be made pursuant to any Antitrust Laws (including the HSR Act) (the “Antitrust Filings”); and (ii) supply any additional information which reasonably may be required by any Governmental Body in connection with Antitrust Filings or which the parties may reasonably deem appropriate. Each of the Company and Parent will notify the other party promptly upon the receipt of (A) any comments from any Governmental Bodies in connection with any Antitrust Filings made pursuant hereto; and (B) any request by any Governmental Bodies for amendments or supplements to any Antitrust Filings made pursuant to, or information provided to comply in all material respects with, any Legal Requirements, including the requirements of the HSR Act. Whenever any event occurs that is required to be set forth in an amendment or supplement to any Antitrust Filings, the Company or Parent, as the case may be, will promptly inform the other party of such occurrence and cooperate in filing with the applicable Governmental Body such amendment or supplement. Each of the Company and Parent shall give the other party prompt notice of the commencement or known threat of commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other Contemplated Transactions, keep the other party reasonably informed as to the status of any such Legal Proceeding or threat, and in connection with any such Legal Proceeding, each of the Company or Parent will permit authorized representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Proceeding.

  • Cooperation with Authorities Each party hereto shall cooperate with the other party and all appropriate governmental authorities (including without limitation the SEC) and shall permit such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this agreement or the transactions contemplated hereby.

  • Professional Advice The acceptance of the Options and the sale of Common Stock issued pursuant to the exercise of Options may have consequences under federal and state tax and securities laws which may vary depending upon the individual circumstances of the Optionee. Accordingly, the Optionee acknowledges that he or she has been advised to consult his or her personal legal and tax advisor in connection with this Agreement and his or her dealings with respect to Options. Without limiting other matters to be considered with the assistance of the Optionee’s professional advisors, the Optionee should consider: (a) whether upon the exercise of Options, the Optionee will file an election with the Internal Revenue Service pursuant to Section 83(b) of the Code and the implications of alternative minimum tax pursuant to the Code; (b) the merits and risks of an investment in the underlying shares of Common Stock; and (c) any resale restrictions that might apply under applicable securities laws.

  • Cooperation with Regulatory Authorities The parties to this Agreement each agree to cooperate in a reasonable manner with each other in the event that any of them should become involved in a legal, administrative, judicial or regulatory action, claim, or suit as a result of performing its obligations under this Agreement.

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