License Grants and Covenants Sample Clauses

License Grants and Covenants. (A) To the extent, and only to the extent, provided in Article 2.1(B), PVI hereby grants, under the PVI Licensed Patents: Subject to Federal Rule of Evidence 408 and Analogous State Law Principles and Written Nondisclosure Agreement Commitments Patent Cross-License Agreement (1) To Sportvision and its Subsidiaries, a worldwide, non-exclusive, irrevocable, royalty-free license to make, have made, use, import and/or export Sportvision Licensed Products/Services; (2) To Sportvision, its Subsidiaries and their respective Distributors, a worldwide, non-exclusive, irrevocable, royalty-free license to sell, offer to sell, distribute or otherwise provide Sportvision Licensed Products/Services for the exclusive use by such Persons' customers who are End Users; and (3) To End Users of Sportvision Licensed Products/Services, a worldwide, non-exclusive, irrevocable, royalty-free license to use the Sportvision Licensed Products/Services as licensed pursuant to Article 2.1(A)(2). (B) The license granted above in Article 2.1(A) shall be expressly limited to and shall not extend beyond Products/Services used for or relating exclusively to the virtual insertion or enhancement of images into the video production of video content during the event that is the subject of the video content, where such insertion or enhancement is achieved onsite at the event, but only to the extent the determination regarding the placement of the insertion or enhancement in such production is achieved through: (1) The use of camera attitude sensors, where such sensors are attached to the camera (or such camera's assembly) located at and filming an event, and which measure factors such as the camera's pan, tilt, travel, orientation, focus or zoom, or the use of a combination of such sensors with image processing of the video output of the camera whose attitude is measured by such sensors; (2) A combination of one or more sensors (including a camera acting as a sensor) or emitters, where such sensors or emitters are used to determine a real world position of a moving (relative to the ground) object being tracked at the event, and image processing of the video output of a camera located at and filming the event, provided that the placement or content of the insertion geometrically relates to the location of the object being tracked by the sensors described above; or (3) Image processing exclusively for the purpose of stabilizing virtual insertions or enhancements exclusively placed into the video o...
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License Grants and Covenants. Research Term Grants 2.1. SB hereby grants to Synthelabo a non-exclusive, non-transferable world-wide license under SB Technology and SB Patents to perform and have performed research and development in the Synthelabo Field during the Research Term.
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License Grants and Covenants. 4.1 ACT hereby grants to Start a worldwide, exclusive, fully paid-up, royalty-free sublicense, with the right to grant sublicenses, under all of and to the extent of its rights and interests in the Sxxxx Patents under the UMass-ACT Agreement, until the last Sxxxx Patent expires, to make, have made, use, develop, sell, offer for sale, lease, distribute, import, export and otherwise dispose of any and all products, to develop and perform services, to use and practice any processes, arts or methods, and to otherwise commercialize and exploit such Sxxxx Patents in the Start Field except for the UMass Field. Start acknowledges UMass has retained certain rights under the Sxxxx Patents pursuant to the UMass-ACT Agreement, including rights to use the Sxxxx Patents for academic research and teaching purposes. 4.2 UMass hereby grants to Start a worldwide, exclusive, fully paid-up, royalty-free license, with the right to grant sublicenses, under all of its rights and interests in the Sxxxx Patents subject to the UMass-ACT Agreement, until the last Sxxxx Patent expires, to make, have made, use, develop, sell, offer for sale, lease, distribute, import, export and otherwise dispose of any and all products, to develop and perform services, to use and practice any processes, arts or methods, and to otherwise commercialize and exploit such Sxxxx Patents in the UMass Field. 4.3 The license granted to Start in section 4.1 of this Agreement will be subject to any nonexclusive license under the Sxxxx Patents granted by ACT to third parties prior to the Effective Date. All such existing licensees are identified in Exhibit D attached hereto. Start agrees to negotiate in good faith with any qualified licensee identified in Exhibit D for a nonexclusive license under one or more of the Cxxxxxxx Patents. ACT shall also include in Exhibit D the identification of all exclusive licenses granted under the Sxxxx Patents as of the Effective Date, including the name of the licensee and a description of the exclusively licensed field. 4.4 In the event of the expiration or termination for any reason of the UMass-ACT Agreement, UMass agrees that the license under the Sxxxx Patents and other associated rights granted in this Agreement to Start will continue, and UMass will assume all obligations of ACT in this Agreement with respect to the Sxxxx Patents, except for the obligation of ACT to bear costs and expenses associated with the performance of section 5.3 of this Agreement. 4.5 Start agree...
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License Grants and Covenants. HGS Antibody Products --------------------- 2.1 CAT grants to HGS a royalty-free non-exclusive, worldwide license (without the right to grant sublicenses) under CAT BACKGROUND IP to perform research and development with respect to HGS ANTIGENS during the RESEARCH TERM. 2.2 CAT hereby grants to HGS non-exclusive, non-transferable options to obtain a license under Paragraph 2.3 for EXCLUSIVE HGS PRODUCTS directed to HGS ANTIGENS, with each such option being exercisable in accordance with the provisions of Paragraph 3.1 until the end of the RESEARCH TERM. 2.3 With respect to EXCLUSIVE HGS PRODUCTS directed to each HGS ANTIGEN for which HGS has exercised an option under Paragraph 2.2 and CAT has the right and is obligated to grant a license pursuant to Paragraph 3.1, CAT hereby grants to HGS an exclusive worldwide license (with the right to grant sublicenses) under CAT BACKGROUND IP to research, develop, make, have made, use, import, offer to sell and sell such EXCLUSIVE HGS PRODUCTS in the FIELD. HGS Research Products --------------------- 2.4 Subject to the rights and obligations set out in the agreements listed in Exhibit C, CAT hereby grants to HGS non-exclusive, non-transferable options to obtain a license under Paragraph 2.5 for HGS RESEARCH PRODUCTS, with each such option being exercisable in accordance with the provisions of Paragraph 4.1 until the end of the RESEARCH TERM. 2.5 With respect to HGS RESEARCH PRODUCTS for which HGS has exercised an option under Paragraph 2.4 and CAT has the right and is obligated to grant a license pursuant to Paragraph 4.1, CAT hereby grants to HGS a nonexclusive worldwide license (with the right to grant sublicenses) under CAT BACKGROUND IP to research, develop, make, have made, use, import, offer to sell and sell such HGS RESEARCH PRODUCTS. 2.6 CAT hereby grants to HGS nonexclusive, non-transferable options to obtain a license for a THIRD PARTY under Paragraph 2.7 for an antibody directed to an HGS RESEARCH ANTIGEN contained in an HGS RESEARCH PRODUCT, with each such option being exercisable in accordance with the provisions of Paragraph 4.2 until the end of the RESEARCH TERM, provided that (i) HGS shall pay to CAT a payment of [***] when a THIRD PARTY obtains a license under Paragraph 2.7 and (ii) if the THIRD PARTY does not file an IND in respect of such HGS RESEARCH ANTIGEN within [***] of the grant of the license, such license shall become non-exclusive. 2.7 With respect to an antibody directed to an HGS ANTIGEN co...
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License Grants and Covenants 
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Related to License Grants and Covenants

  • Warranties and Covenants Assignor warrants and represents to Assignee and Company as of the date hereof:

  • Performance of Agreements and Covenants Each and all of the agreements and covenants of Buyer to be performed and complied with pursuant to this Agreement and the other agreements contemplated hereby prior to the Effective Time shall have been duly performed and complied with in all material respects.

  • Representations and Warranties and Covenants Except for changes permitted or contemplated by this Agreement or the Plan Summary Term Sheet, each of (i) the representations and warranties of the Company contained in Section 3.1, Section 3.2, Section 3.3, Section 3.5, Section 3.20(a)(except for such inaccuracies in Section 3.20(a) caused by sales, purchases or transfers of assets which have been effected in accordance with, subject to the limitations contained in, and not otherwise prohibited by, the terms and conditions in this Agreement, including, without limitation, this Article VII) and Section 3.23 shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct only as of such specific date), (ii) the representations and warranties of the Company contained in Section 3.4 shall be true and correct (except for de minimis inaccuracies) at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct (except for de minimis inaccuracies) only as of such specific date) and (iii) the other representations and warranties of the Company contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to “materiality” or “Material Adverse Effect”, shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specified date, which shall be true and correct only as of the specified date), except for such failures to be true and correct that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect (it being agreed that the condition in this subclause (iii) as it relates to undisclosed liabilities of the Company and its Subsidiaries comprised of Indebtedness shall be deemed to be satisfied if the condition in Section 7.1(p) is satisfied. In addition, for purposes of this Section 7.1(c) as it relates to Section 3.20(b) of this Agreement, the reference to “DIP Loan” in clause (i) of such Section 3.20(b) shall be deemed to refer to that certain Senior Secured Debtor in Possession Credit, Security and Guaranty Agreement, dated as of July 23, 2010, by and among the Company, GGP Limited Partnership, the lenders party thereto, Barclays Capital, as the Sole Arranger, Barclays Bank PLC, as the Administrative Agent and Collateral Agent, and the guarantors party thereto (the “New DIP Agreement”). The Company shall have complied in all material respects with all of its obligations under this Agreement, provided that with respect to its obligations under Section 5.4, Section 5.14(b) (to the extent applicable) and Section 5.14(c) the Company shall have complied therewith in all respects. The Company shall have provided to each Purchaser a certificate delivered by an executive officer of the Company, acting in his or her official capacity on behalf of the Company, to the effect that the conditions in this clause (c) and the immediately following clause (d) have been satisfied as of the Closing Date and each Purchaser shall have received such other evidence of the conditions set forth in this Section 7.1 as it shall reasonably request.

  • Additional Representations, Warranties and Covenants With respect to each of its Accounts, Borrower represents, warrants and covenants unto Agent and Lenders that: (A) they are and shall be genuine, in all respects what they purport to be and are not evidenced by a judgment; (B) they represent undisputed, bona fide transactions completed in accordance with the terms and provisions contained in the invoices and other documents delivered to Agent with respect thereto; (C) the amounts thereof, which may be shown on any invoices and statements delivered to Agent with respect thereto, are and shall be actually and absolutely owing to Borrower and are not contingent for any reason; (D) no payments have been or shall be made thereon except payments delivered to Borrower in the ordinary course of business; (E) there are no setoffs, counterclaims or disputes existing or asserted with respect thereto and Borrower has not made and will not make any agreement with any Account Debtor for any deduction therefrom, except regular discounts allowed by Borrower in the ordinary course of its respective businesses for prompt payment; (F) there are no facts, events or occurrences known to Borrower which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder; (G) to Borrower’s knowledge, all Account Debtors have the capacity to contract and are solvent; (H) the services furnished or Goods sold giving rise thereto are not subject to any Lien, except the security interest and Liens of Agent and Lenders; (I) Borrower has no knowledge of any fact or circumstance which would impair the validity or collectibility thereof; and (J) Borrower has no knowledge of any proceedings or actions which are threatened or pending against any Account Debtor which might result in any material adverse change in its financial condition.

  • Survival of Covenants and Agreements The covenants and agreements of the parties to be performed after the Effective Time contained in this Agreement shall survive the Effective Time.

  • Representations and Covenants In accordance with IRS Notice 2001-82 and IRS Notice 88-129, Developer represents and covenants that (i) ownership of the electricity generated at the Large Generating Facility will pass to another party prior to the transmission of the electricity on the New York State Transmission System, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Connecting Transmission Owner for the Connecting Transmission Owner’s Attachment Facilities will be capitalized by Developer as an intangible asset and recovered using the straight-line method over a useful life of twenty (20) years, and

  • Representations, Warranties and Covenants of Company The Company represents and warrants to, and covenants with, the Subscriber as follows:

  • Agreements and Covenants The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time.

  • Survival of Covenants, Representations and Warranties All covenants, agreements, representations and warranties made herein or in any documents or other papers delivered by or on behalf of the Borrowers, or any of them, pursuant hereto shall be deemed to have been relied upon by the Lenders, regardless of any investigation made by or on behalf of the Lenders and shall survive the execution and delivery of this Master Agreement and the making by the Lenders of the Loans as herein contemplated and shall continue in full force and effect so long as any Loan, Obligation or any other amount due under this Agreement remains outstanding and unpaid or unsatisfied.

  • Conditions and Covenants All of the provisions of this Lease shall be deemed as running with the land, and construed to be “conditions” as well as “covenants” as though the words specifically expressing or imparting covenants and conditions were used in each separate provision.

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