License Provisos Sample Clauses

License Provisos i) The license of Article VI specifically includes the right to reverse engineer the Delivered Technology, ASTRO(R) Technology Modifications, and Updates, provided such reverse engineering is in support of EFJ's efforts to use, design, manufacture, sell, and support Licensed Products, and the results of any such reverse engineering effort are used only for the purpose of using, designing, manufacturing, selling, and supporting Licensed Products. When exercising this right to reverse engineer, EFJ shall continue to maintain all of Motorola's Confidential Information (as defined below) in confidence in accordance with the provisions of Article VIII of this Agreement. Notwithstanding the above, to the extent that Motorola shall deliver to EFJ any object code that implements IMBE vocoding, EFJ shall not have the right to reverse engineer such object code. ii) When exercising its right under this Article VI, EFJ shall: a) ensure that Motorola's Confidential Information (as defined below) remains protected by informing the manufacturer of the confidential nature of such information and of Motorola's rights in such information, and by requiring the manufacturer to sign a confidentiality agreement having confidentiality terms at least as restrictive as those contained in this Agreement; b) not use a manufacturer that is itself a radio manufacturer unless Motorola shall first provide its permission in writing to EFJ; and c) not have made outside the U.S. any software based product or component unless Motorola shall first provide its permission in writing to EFJ. iii) The license of Article VI specifically includes the right to transfer to end users or customers a sublicense to use Licensed Products that the end user acquires from EFJ, but excludes any right to otherwise sublicense any of the other rights provided herein. iv) The license of Article VI specifically includes the right to copy, prepare derivative works of, publish, use, and distribute end user documentation as is provided by Motorola to EFJ, subject to the limitations on use of Motorola's trademarks as set forth below in Section 6.1(c)(vi). v) The license of Article VI specifically excludes any rights to any maskworks. vi) The license of Article VI specifically excludes any right to use any of Motorola's trademarks, including the ASTRO(R) trademark, without Motorola's previously obtained written authorization on a case-by-case basis, which written authorization is signed by an officer of Motorola.
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Related to License Provisos

  • Provisos Landlord's right to end this Lease (irritancy)

  • EXPENSE PROVISION Until this agreement shall be amended or terminated pursuant to Section 2 or Section 5 hereof, the Manager agrees, with respect to Class K6, to pay or provide for the payment of any fee or expense allocated at the class level and attributable to Class K6 and waive a portion of the management fee payable by such class, such that the ordinary operating expenses incurred by Class K6 in any fiscal year (excluding (i) taxes; (ii) the fees and expenses of all Trustees of the Trust who are not “interested persons” of the Trust or of the Adviser; (iii) interest expenses with respect to borrowings by the Fund; (iv) Rule 12b-1 fees, if any; (v) expenses of printing and mailing proxy materials to shareholders of the Fund; (vi) all other expenses incidental to holding meetings of the Fund’s shareholders, including proxy solicitations therefor; and (vii) such non-recurring and/or extraordinary expenses as may arise, including actions, suits or proceedings to which the Fund is or is threatened to be a party and the legal obligation that the Fund may have to indemnify the Trust’s Trustees and officers with respect thereto) as well as non-operating expenses such as brokerage commissions and fees and expenses associated with the Fund’s securities lending program, if applicable, will not exceed the annual rate set forth in Schedule A of the average daily net assets of the class (computed in the manner set forth in the Trust’s Trust Instrument) throughout the month. For avoidance of doubt, it is understood that this agreement shall not apply to any other class other than Class K6 of the Fund.

  • Limitation on Restricted Actions The Credit Parties will not, nor will they permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Equity Interest or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets to any Credit Party, or (e) act as a Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)-(d) above) for such encumbrances or restrictions existing under or by reason of (i) this Agreement and the other Credit Documents, (ii) applicable law, (iii) any document or instrument governing Indebtedness incurred pursuant to Section 6.1(c); provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, or (iv) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien.

  • Prohibition on Non-Compete Restrictions Grantee shall not require any employees or Subcontractors to agree to any conditions, such as non-compete clauses or other contractual arrangements, that would limit or restrict such persons or entities from employment or contracting with the State of Texas.

  • Noncompete Provisions (a) The Sub-Adviser hereby agrees that, the Sub-Adviser will: (i) waive enforcement of any noncompete agreement or other agreement or arrangement to which it is currently a party that restricts, limits, or otherwise interferes with the ability of the Adviser to employ or engage any person or entity to provide investment advisory or other services and will transmit to any person or entity notice of such waiver as may be required to give effect to this provision; and (ii) not become a party to any noncompete agreement or other agreement or arrangement that restricts, limits or otherwise interferes with the ability of the Adviser to employ or engage any person or entity to provide investment advisory or other services. (b) Notwithstanding any termination of this Agreement, the Sub-Adviser’s obligations under this Paragraph 12 shall survive.

  • Independent Effect of Covenants The Borrower expressly acknowledges and agrees that each covenant contained in Articles VIII or IX hereof shall be given independent effect. Accordingly, the Borrower shall not engage in any transaction or other act otherwise permitted under any covenant contained in Articles VIII or IX, before or after giving effect to such transaction or act, the Borrower shall or would be in breach of any other covenant contained in Articles VIII or IX.

  • Non-Compete Provision I agree that for the one (1) year period after the date my employment ends for any reason, including but not limited to voluntary termination by me or involuntary termination by Company, I will not, directly or indirectly, as an officer, director, employee, consultant, owner, partner, or in any other capacity solicit, perform, or provide, or attempt to perform or provide Conflicting Services anywhere in the Restricted Territory (as defined below), nor will I assist another person to solicit, perform or provide or attempt to perform or provide Conflicting Services anywhere in the Restricted Territory.

  • Certain Additional Covenants (a) Aradigm shall pay all royalties or other sums that Aradigm may owe to any THIRD PARTY by virtue of its activities under this Agreement, and shall perform and observe all of the other material obligations under all present and future agreements between Aradigm and any THIRD PARTY that are in any way related to Aradigm's ability to grant the rights Aradigm has granted to SB under this Agreement or to Aradigm's ability to perform its obligations to SB under this Agreement. In the event that Aradigm receives notice from any such THIRD PARTY that Aradigm has committed a breach of its obligations under any such agreement, or if Aradigm anticipates such breach, which breach may give rise to a right by such THIRD PARTY to terminate or materially diminish Aradigm's rights to PATENTS and/or INFORMATION in the FIELD licensed to Aradigm, which PATENTS and/or INFORMATION are sublicensed to SB hereunder, or otherwise to diminish materially Aradigm's ability to perform its obligations to SB under this Agreement, Aradigm shall immediately notify SB of such situation, and Aradigm shall promptly cure such breach. However, if Aradigm is unable to cure such breach, Aradigm shall, to the extent possible, permit SB to cure such breach on Aradigm's behalf. (b) SB shall pay all royalties or other sums that SB may owe to any THIRD PARTY by virtue of its activities under this Agreement, and shall perform and observe all of the other material obligations under all present and future agreements between SB and any THIRD PARTY that are in any way related to SB's ability to perform its obligations to Aradigm under this Agreement. In the event that SB receives notice from any such THIRD PARTY that SB has committed a breach of its obligations under any such agreement, or if SB anticipates such breach, which breach may give rise to a right by such THIRD PARTY to terminate or materially diminish SB's rights under such agreement or otherwise to diminish materially SB's ability to perform its obligations to SB under this Agreement, SB shall immediately notify Aradigm of such situation, and SB shall promptly cure such breach. However, if SB is unable to cure such breach, SB shall, to the extent possible, permit Aradigm to cure such breach on SB's behalf. (c) Aradigm agrees that Aradigm and its AFFILIATES shall not knowingly conduct any development work, either themselves or in conjunction with any other licensees or partners, on the AERx DEVICE or DRUG PRODUCTS for use outside the FIELD; provided that the foregoing shall not be interpreted to prevent Aradigm or its AFFILIATES or other licensees from developing other Aradigm pulmonary drug delivery products, including products based on the AERx design or technology, for use outside the FIELD and shall not limit Aradigm's rights under Section 2.9.

  • Survival of Restrictive Covenants Employee acknowledges that the above restrictive covenants shall survive the termination of this Agreement and the termination of Employee’s employment for any reason. Employee further acknowledges that any alleged breach by the Company of any contractual, statutory or other obligation shall not excuse or terminate the obligations hereunder or otherwise preclude the Company from seeking injunctive or other relief. Rather, Employee acknowledges that such obligations are independent and separate covenants undertaken by Employee for the benefit of the Company.

  • Limitation on Subsequent Registration Rights Other than as provided in Section 5.10, after the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders.

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