License and Title. 2.1. Redbourne grants the Licensee a nonexclusive, non-transferable, subscription based license (the “License”) to use the Harmony computer software (“Licensed Software”), the printed materials and online or electronic documentation (the “Documentation”) for its own internal business purposes, subject to the terms of this Agreement.
2.2. The Licensee agrees not to rent, lease, sublicense, time-share, or otherwise distribute the Licensed Software, or to host applications to provide service bureau, time-sharing, or other computer services to third parties. The Licensee agrees not to reverse-engineer, decompile, disassemble, modify, create derivative works of, or copy the Licensed Software. The Licensee agrees to take appropriate actions to protect the Licensed Software and all parts thereof from unauthorised copying, modification, or disclosure by its agents, employees, or customers.
2.3. The Licensee must not assign or otherwise transfer such party’s rights or obligations under this Agreement (including all attachments hereto) without the prior written consent of Redbourne. Redbourne may assign its rights and obligations under this Agreement (including all attachments hereto) at any time.
2.4. The Licensee may not access the Service if the Licensee is a direct competitor of Harmony, except with prior written consent from Redbourne. In addition, the Licensee may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
2.5. The Agreement is effective from the License Subscription Date and will remain in force until terminated as described in Clause 13.
2.6. All right, title and interest in and to the copyrights, trademarks, patents, trade secrets and other intellectual and proprietary rights in the Licensed Software provided under this Agreement (the “Redbourne Intellectual Property”) are and shall remain vested with Redbourne and/or Redbourne suppliers. For the avoidance of doubt, in no event shall Redbourne Intellectual Property include any data or other proprietary information of the Licensee.
License and Title. Nothing contained in this Agreement shall be construed as (i) requiring the disclosing Party to disclose, or the receiving Party to accept, any particular information, or (ii) granting to a Party a license, either express or implied, under any patent, copyright, trade secret, mask work protection right or other intellectual property right now or hereafter owned, obtained or licensable by the other Party. All Proprietary Information will remain the exclusive property of the disclosing Party or its licensors.
License and Title. Nothing contained in this Agreement shall be construed as (i) requiring the Disclosing Party to disclose or the Recipient Party to accept, any particular information, or (ii) by express grant, implication, estoppels or otherwise, creating in the Recipient Party any right, title, interest, or license in or to the inventions, copyright, trade secrets, patents, technical data, computer software, software documentation or other intellectual property rights now or hereafter owned, obtained or licensable by the Disclosing Party. All Confidential Information will remain the exclusive property of the Disclosing Party or its licensors (as the case may be).
License and Title. Schyan is the absolute legal and beneficial owner of, and has good and marketable title to, all of its material property or assets (real and personal, tangible and intangible, including leasehold interests) including all the properties and assets reflected in the balance sheet forming part of Schyan’s financial statements for the year ended December 31, 2017, except as indicated in the notes thereto, and such properties and assets are not subject to any mortgages, liens, charges, pledges, security interests, encumbrances, claims, demands, or defect in title of any kind except as is reflected in the balance sheets forming part of such financial statements and in the notes thereto and Schyan owns, possesses, or has obtained and is in compliance in all material respects with, all licenses, permits, certificates, orders, grants and other authorizations of or from any Government Authority necessary to conduct its business as currently conducted, in accordance in all material respects with applicable Laws.
License and Title. InterVision retains any transferable title and/or any applicable licenses to the Products until Customer has performed all of the obligations due and owing to InterVision under the agreement between the parties and until the purchase price of the Products has been fully paid. Notwithstanding the foregoing, the sale of Products or provision of Professional Services by InterVision does not convey any license, ownership, or title to Customer beyond that issued to Customer by third party owners. With respect to materials and processes developed by InterVision for Customer, subject to any limitations imposed on content licensed by third parties to InterVision, Customer is granted a non-transferable, exclusive, worldwide, royalty-free license, to reproduce, distribute, display, and modify those materials solely for the purposes of operating, servicing, and repairing the Products, or integrating the Products to a system, and for no other purpose. InterVision expressly reserves all its rights, including but not limited to patent claims, not otherwise granted to Customer.
License and Title. Digital is the absolute legal and beneficial owner of, and has good and valid title to, all of its material property or assets (real and personal, tangible and intangible, including leasehold interests) including all the properties and assets reflected in the balance sheet forming part of Digital’s financial statements for the year ended December 31, 2020, except as indicated in the notes thereto, and such properties and assets are not subject to any mortgages, liens, charges, pledges, security interests, encumbrances, claims, demands, or defect in title of any kind except as is reflected in the balance sheets forming part of such financial statements and in the notes thereto and Digital owns, possesses, or has obtained and is in compliance in all material respects with, all licenses, permits, certificates, orders, grants and other authorizations of or from any Government Authority necessary to conduct its business as currently conducted, in accordance in all material respects with applicable Laws.
License and Title. Buena Vista owns, possesses, or has obtained and is in compliance in all material respects with, all Permits required by applicable laws necessary to conduct its business as currently conducted, other than where the absence of such Permits or the failure to comply would not, individually or in the aggregate, have a Material Adverse Effect. Buena Vista has good and marketable right, title and interest, free and clear of any title defect or Encumbrance:
(a) to its Permits, mining concessions, claims, leases, licenses or other rights to explore for, exploit, develop, mine or produce minerals and any other properties;
(b) to its real property interests, including fee simple estate of and in real property, licenses (from landowners and authorities permitting the use of land by Buena Vista), leases, rights of way, occupancy rights, surface rights, easements or other real property interests, or licenses; and
(c) to, or is entitled to the benefits of, all of its properties and assets (real and personal, tangible and intangible, including leasehold interests) including all the properties and assets to be reflected in the balance sheet forming part of Buena Vista’s financial statements for the year ended December 31, 2016, except as indicated in the notes thereto, together with all additions thereto and less all dispositions thereof, and such properties and assets are not subject to any Encumbrance or defect in title of any kind except as is reflected in the balance sheet forming part of such financial statements and in the notes thereto.
License and Title. In respect of the Wabi Assets, Wabi owns, possesses, or has obtained and is in compliance in all material respects with, all licenses, permits, certificates, orders, grants and other authorizations of or from any Governmental Authority necessary to conduct its business as currently conducted, in accordance with applicable Laws. Wabi has good and marketable right, title and interest, free and clear of any title defect or Encumbrance:
(a) to its permits, mining concessions, claims, leases, licenses or other rights to explore for, exploit, develop, mine or produce minerals and any other properties;
(b) to its real property interests, including fee simple estate of and in real property, licenses (from landowners and authorities permitting the use of land by Wabi), leases, rights of way, occupancy rights, surface rights, easements or other real property interests, or licenses; and
(c) to, or is entitled to the benefits of, all of its properties and assets (real and personal, tangible and intangible, including leasehold interests) including all the properties and assets reflected in the balance sheet forming part of Wabi’s financial statements for the year ended April 30, 2017, except as indicated in the notes thereto, together with all additions thereto and less all dispositions thereof, and such properties and assets are not subject to any Encumbrance or defect in title of any kind except as is reflected in the balance sheets forming part of such financial statements and in the notes thereto.
License and Title. In respect of the Klondex Assets, Klondex owns, possesses, or has obtained and is in compliance in all material respects with, all licences, permits, certificates, orders, grants and other authorizations of or from any Governmental Authority necessary to conduct its business as currently conducted, in accordance with applicable Laws. Klondex has good and marketable right, title and interest, free and clear of any title defect or Encumbrance:
(a) to its permits, mining concessions, claims, leases, licences or other rights to explore for, exploit, develop, mine or produce minerals and any other properties;
(b) to its real property interests, including fee simple estate of and in real property, licenses (from landowners and authorities permitting the use of land by Klondex), leases, rights of way, occupancy rights, surface rights, easements or other real property interests, or licences; and
(c) to, or is entitled to the benefits of, all of its properties and assets (real and personal, tangible and intangible, including leasehold interests) including all the properties and assets reflected in the balance sheet forming part of Klondex's financial statements for year ended December 31, 2016, except as indicated in the notes thereto, together with all additions thereto and less all dispositions thereof, and such properties and assets are not subject to any Encumbrance or defect in title of any kind except as is reflected in the balance sheets forming part of such financial statements and in the notes thereto. WSLEGAL\070635\00045\17685888v14
License and Title. Metropolitan is the absolute legal and beneficial owner of, and has good and marketable title to, all of its material property or assets (real and personal, tangible and intangible, including leasehold interests) including all the properties and assets reflected in the balance sheet forming part of Metropolitan’s financial statements for the year ended January 31, 2018, except as indicated in the notes thereto, and such properties and assets are not subject to any mortgages, liens, charges, pledges, security interests, encumbrances, claims, demands, or defect in title of any kind except as is reflected in the balance sheets forming part of such financial statements and in the notes thereto and Metropolitan owns, possesses, or has obtained and is in compliance in all material respects with, all licenses, permits, certificates, orders, grants and other authorizations of or from any Government Authority necessary to conduct its business as currently conducted, in accordance in all material respects with applicable Laws.
