License to Company Derivative IP; Waiver of Rights Sample Clauses

License to Company Derivative IP; Waiver of Rights. To the extent, if any, that any Company Derivative IP or Intellectual Property Rights therein are not assignable or that Company (or any Sublicensee or Company Contractor) retains any right, title or interest in or to any Company Derivative IP or such Intellectual Property Rights, then to the extent permitted by applicable Law and subject to all other provisions of this Agreement, including the Licenses and Section 3.4 below, Company (a) unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against DWA and its Affiliates with respect to such rights, whether or not exploited; (b) agrees, at DWA’s request and expense, to consent to and join in any action to enforce such rights; and (c) hereby grants and agrees to grant to DWA and its Affiliates a perpetual, irrevocable, fully paid-up, royalty-free, transferable, sublicensable (through multiple levels of sublicensees), exclusive (subject to applicable Law, the Licenses and other terms and conditions of this Agreement), worldwide right and license to use, reproduce, distribute, display and perform (whether publicly or otherwise), prepare derivative works of and otherwise modify, make, sell, offer to sell, import and otherwise use and exploit (and have others exercise such rights on behalf of DWA and its Affiliates) all or any portion of such Company Derivative IP for any purpose and in any form or media (now known or later developed). Without limitation of Section 2.5 or Section 2.6 above but subject to Section 3.6 below, Company will obtain all rights necessary to grant to DWA the foregoing license with respect to any Company Derivative IP created or developed by any Sublicensee or Company Contractor. Subject to all other provisions of this Agreement, including Section 3.6 below, the foregoing license includes the right to make any modifications to such Company Derivative IP regardless of the effect of such modifications on the integrity of such Company Derivative IP, and to identify Company (or any Sublicensee or Company Contractor), or not to identify Company (or such Sublicensee or Company Contractor), as one or more authors of or contributors to such Company Derivative IP or any portion thereof, whether or not such Company Derivative IP or any portion thereof has been modified. Company further irrevocably waives (and will require all applicable Subsidiary Sublicensees to waive, and will use require all applicable Third Person Sublicensees an...
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Related to License to Company Derivative IP; Waiver of Rights

  • Waiver of Rights No right conferred on either party under this Contract shall be deemed waived, and no breach of this Contract excused, unless such waiver is in writing and signed by the party claimed to have waived such right. Neither the State’s review, approval or acceptance of, nor payment for, the services required under this Contract shall be construed to operate as a waiver of any rights under this Contract or of any cause of action arising out of the performance of this Contract, and the Contractor shall be and remain liable to the State in accordance with applicable law for all damages to the State caused by the Contractor’s negligent performance of any of the services furnished under this Contract.

  • Non-Waiver of Rights The omission by either party at any time to enforce any default or right reserved to it, or to require performance of any of the terms, covenants, or provisions hereof by the other party at the time designated, shall not be a waiver of any such default or right to which the party is entitled, nor shall it in any way affect the right of the party to enforce such provisions thereafter.

  • No Waiver of Rights A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.

  • Termination and Waiver of Rights of First Refusal The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s Initial Offering or (ii) an Acquisition. Notwithstanding Section 5.5 hereof, the rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company and the Major Investors holding a majority of the Registrable Securities held by all Major Investors, or as permitted by Section 5.5.

  • Waiver of Right to Contest Liens (a) The New First Lien Collateral Agent, for and on behalf of itself and the New First Lien Secured Parties, agrees that it shall not (and hereby waives any right to) take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the validity, priority, enforceability, or perfection of the Liens of the ABL Collateral Agent and the ABL Secured Parties in respect of Receivables Collateral or the provisions of this Agreement. Except to the extent expressly set forth in this Agreement, the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that it will not take any action that would interfere with any Exercise of Secured Creditor Remedies undertaken by the ABL Collateral Agent or any ABL Secured Party under the ABL Documents with respect to the Common Collateral. Except to the extent expressly set forth in this Agreement, the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby waives any and all rights it may have as a junior lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which the ABL Collateral Agent or any ABL Secured Party seeks to enforce its Liens in any Common Collateral.

  • Waiver of Right of Set-Off The Custodian hereby waives and relinquishes all contractual and common law rights of set-off to which it may now or hereafter be or become entitled with respect to any obligations of the Funds to the Custodian arising under this Agreement.

  • Termination of License Agreement Without limiting the generality of the foregoing, in the event that the License Agreement is terminated in accordance with its terms, this Agreement, including without limitation any Purchase Order(s) or Project Work Orders then-in-effect, shall automatically terminate in its entirety as of the effective date of termination of the License Agreement.

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