License Scope Limitations Sample Clauses

License Scope Limitations. Licensee acknowledges and agrees that the licenses granted to it in this Article II are limited in scope and, by way of example only and without limitation, do not confer on Licensee or its Affiliates or Designees any license (express or implied) or any other rights (i) under any Excluded Patent, including, but not limited to, [**************]; (ii) under any Encumbered Patent; (iii) to promote, distribute, market, sell, offer for sale, or have sold any Licensed Product outside the U.S. for any purpose; (iv) to make or have made Licensed Product (in any form) in the U.S. for sale or offer for sale in any other country; (v) to make or have made Licensed Product (in any form) in the U.S. for export to any other country, except to the extent expressly permitted under Section 2.01(i); (vi) to make or have made Licensed Product (in any form) outside the U.S. for sale or offer for sale outside the U.S.; or (vii) to make, have made, use, promote, distribute, market, sell, offer for sale, or have sold any Licensed Product for any use outside the Field. Licensee further acknowledges and agrees that (a) nothing in Article II is intended or shall be deemed to grant, whether by implication, estoppel, or otherwise, any right or license under any non-U.S. patent or any extension thereof, including but not limited to [**************], and (b) any activities outside the U.S. involving or relating to Licensed Product continue to be subject to, and are conducted at risk of Genentech’s asserting at any time, all claims of patent infringement under non-U.S. patents and/or claims for violation of other non-U.S. legal rights, notwithstanding the licenses under the Licensed Patents and Genentech Technology Patents that are granted in Section 2.01 and Section 2.02 and the covenant that is granted in Section 2.03.
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Related to License Scope Limitations

  • License Limitations No licenses or other rights are granted by Acuitas hereunder to use any trademark, trade name, trade dress or service xxxx owned or otherwise Controlled by Acuitas or any of its Affiliates. All licenses and other rights are or shall be granted only as expressly provided in this License Agreement, and no other licenses or other rights are or shall be created or granted by either Party hereunder by implication, estoppel or otherwise.

  • Regulatory Limitations Notwithstanding any other provision of this Agreement, neither Buyer, Buyer Bank, Seller, nor Seller Bank shall be obligated to make, and Executive shall have no right to receive, any payment under this Agreement which would violate any law, regulation, or regulatory order applicable to Buyer, Buyer Bank, Seller, or Seller Bank, as applicable, at the time such payment is due, including, without limitation, Section 1828(k)(1) of Title 12 of the United States Code and any regulation or order thereunder of the Federal Deposit Insurance Corporation.

  • Regulatory Limitation In the event, as a result of increases in the value of Alternative Currencies against the Dollar or for any other reason, the obligation of any of the Lenders to make Loans (taking into account the Dollar Amount of the Obligations and all other indebtedness required to be aggregated under 12 U.S.C.A. §84, as amended, the regulations promulgated thereunder and any other Applicable Law) is determined by such Lender to exceed its then applicable legal lending limit under 12 U.S.C.A. §84, as amended, and the regulations promulgated thereunder, or any other Applicable Law, the amount of additional Extensions of Credit such Lender shall be obligated to make or issue or participate in hereunder shall immediately be reduced to the maximum amount which such Lender may legally advance (as determined by such Lender), the obligation of each of the remaining Lenders hereunder shall be proportionately reduced, based on their applicable Commitment Percentages to the relevant Credit Facility and, to the extent necessary under such laws and regulations (as determined by each of the Lenders, with respect to the applicability of such laws and regulations to itself), and the Company shall reduce, or cause to be reduced, complying to the extent practicable with the remaining provisions hereof, the Obligations outstanding hereunder by an amount sufficient to comply with such maximum amounts.

  • Testing Procedure Limitations The Asset Representations Reviewer will only be required to perform the Tests, and will not be obligated to perform additional procedures on any Review Receivable or to provide any information other than a Review Report. However, the Asset Representations Reviewer may provide additional information in a Review Report about any Review Receivable that it determines in good faith to be material to the Asset Representations Review.

  • Sublicense Requirements Any Sublicense:

  • License Terms 1. The license granted to use and have used the Licensed Marks with respect to, and in conjunction with, the manufacture, offer for sale, sale, importation, exportation, and provision of Licensed Products is non-exclusive, worldwide and royalty-free and includes the right to sublicense to Licensee’s subsidiaries and affiliates.

  • Time Limitations Neither Parent nor Acquisition Corp. shall have any liability (for indemnification or otherwise) with respect to any representation or warranty, or agreement to be performed and complied with prior to the Effective Time, unless on or before the two-year anniversary of the Effective Time (the “Claims Deadline”), Parent is given notice of a claim with respect thereto, in accordance with Section 8.05, specifying the factual basis therefor in reasonable detail to the extent then known by the Company Indemnified Parties.

  • Sublicense Fees Licensee will pay Sublicense Fees indicated in Section 3.1(e) of the Patent & Technology License Agreement on or before the Quarterly Payment Deadline for the Contract Quarter.

  • Specific Limitations No Member shall have the right or power to: (a) withdraw or reduce such Member’s Capital Contribution except as a result of the dissolution of the Company or as otherwise provided by law or in this Agreement; (b) make voluntary Capital Contributions or to contribute any property to the Company other than cash; (c) bring an action for partition against the Company or any Company assets; (d) cause the termination and dissolution of the Company, except as set forth in this Agreement; or (e) upon the Distribution of its Capital Contribution require that property other than cash be distributed in return for its Capital Contribution. Each Member hereby irrevocably waives any such rights.

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