Licensed Properties Sample Clauses

Licensed Properties. Schedule 3.20 (i) hereto sets forth a true and correct list, together with photocopies, of all outstanding licenses to which the Company is a party or by which it is bound, whether as licensee or licensor, on the date hereof (including without limitation any software licenses other than commercial, off-the-shelf software used in the ordinary course of business). Except as otherwise set forth in Schedule 3.20(ii) hereto, (i) the Company has the right to use all of the property licensed by it under any such licenses in accordance with the terms of such licenses, and (ii) any license granted by the Company to any third-party is non-exclusive and any such licensees are not and shall not be entitled to further sublicense, assign or transfer the licensed property to others. Except as set forth in Schedule 20(iii) hereto, all of such licenses are in full force and effect and enforceable in accordance with their respective terms. There exists no default or event of default or event, occurrence, condition or act which, with the giving of notice, the lapse of time or both, would become a default or event of default thereunder, and the transactions contemplated by this Agreement and the agreements related hereto will not effect a termination of or otherwise interfere with the Company's rights under any such license, nor violate any term or provision of any such license or incur any additional charge thereunder.
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Licensed Properties. 19 3.34 Loan Agreements, Debt Instruments and Guarantees. . . . . . . . . . . . . . . . . . . . . . . . . 20 3.35 Employees; Employment Practices; Compensation and Vacations . . . . . . . . . . . . . . . . . 20 3.36
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Licensed Properties. Schedule 3.33 contains a list of all outstanding licenses to which Sandx xx a party or by which it is bound, whether as licensee or licensor, on the date hereof (including without limitation any software licenses other than commercial, off-the-shelf software used in the ordinary course of business). Sandx xxx heretofore provided ADP with true and complete copies of all such licenses. Except as otherwise set forth in Schedule 3.33: (a) Sandx xxx the right to use all of the property licensed by it under any such licenses, and (b) any license granted by Sandx xx others is non-exclusive and any such licensees are not and shall not be entitled to further sublicense, assign or transfer the licensed property to others. All of such licenses are in full force and effect, and the transactions contemplated by this Agreement will
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Licensed Properties. Licensor hereby grants and agrees to grant Licensee and its Affiliates, and Licensee and its Affiliates accept, an irrevocable exclusive license, even as to Licensor, under the Licensed Properties in the Territory with the right to grant sublicenses, to use and sell the technology and to use, sell and have sold the Products in the Territory. The license shall include, but not be limited to, all products and devices presently and in the future conceived and developed by Licensor, as well as all improvements on existing technology, devices and products
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Licensed Properties. The “Licensed Properties” shall mean the following: Philadelphia Phillies word mark and logo. When using the Licensed Properties, Licensee must faithfully reproduce their design and appearance shown in the then-current Major League Baseball Official Style Guide. Licensee must not alter the Licensed Properties in any manner. The Licensed Use governed by this Agreement is limited to the following media, language and territory (the “Licensed Media”):
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Licensed Properties. Effective as of August 1, 2015, the Ports as Managing Members shall license to the Alliance the operation, management, and use of certain properties of each Port as set forth in the Charter at Schedule 2 (“Licensed Properties”), and as depicted on the attached Exhibit B, maps of each Port’s Licensed Properties.
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Licensed Properties. Section (a) of Schedule 2.15 sets forth a ------------------- true and correct list of all outstanding licenses to which the Company is a party or by which it is bound, whether as licensee or licensor, on the date hereof (including without limitation any software licenses other than commercial, off-the-shelf software used in the ordinary course of business), and a true and complete copy of each such license has been delivered to Magellan. Except as set forth in Section (b) of Schedule 2.15, the Company has the right to use all of the property licensed by it under any such licenses, and any license granted by the Company to any third party is non- exclusive and any such licensees are not and will not be entitled to further sublicense, assignment or transfer the licensed property to others. All such licenses are in full force and effect and there exists no default or event or condition or act that, with the giving of notice, the lapse of time or both, would become a default thereunder.
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Licensed Properties. Licensor shall not license or authorize to any third party promoting goods or services in the Business Category the right to: (i) use the Licensed Properties via Offline Media; (ii) use the Licensed Properties via Interactive Media; and (iii) operate, sponsor or promote any sweepstakes, contest, giveaway or other similar consumer promotion offering MLB assets as prizing (e.g. tickets, licensed merchandise, discounts for XXX.xxx Shop), in each of cases (i) – (iii), in connection with such third party’s promotion of goods or services in the Business Category.
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Licensed Properties. The “Licensed Properties” shall mean the MLB Marks, MLB Designations, MLB Intellectual Property, and MLB Footage as follows and Licensee must include the then-current applicable title or presenting sponsor(s) for the medium to be utilized for each, as designated by Licensor, and for which Licensor shall provide Licensee advance written notice:
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Related to Licensed Properties

  • Development of the Property Except as modified by this Agreement, the Development and the Property will be developed in accordance with all applicable local, state, and federal regulations, including but not limited to the City’s ordinances and the zoning regulations applicable to the Property, and such amendments to City ordinances and regulations that that may be applied to the Development and the Property under Chapter 245, Texas Local Government Code, and good engineering practices (the “Applicable Regulations”). If there is a conflict between the Applicable Regulations and the Development Standards, the Development Standards shall control.

  • B8 Property Where the Client issues Property free of charge to the Contractor such Property shall be and remain the property of the Client and the Contractor irrevocably licences the Client and its agents to enter upon any premises of the Contractor during normal business hours on reasonable notice to recover any such Property. The Contractor shall not in any circumstances have a lien or any other interest on the Property and the Contractor shall at all times possess the Property as fiduciary agent and bailee of the Client. The Contractor shall take all reasonable steps to ensure that the title of the Client to the Property and the exclusion of any such lien or other interest are brought to the notice of all sub-contractors and other appropriate persons and shall, at the Client’s request, store the Property separately and ensure that it is clearly identifiable as belonging to the Client.

  • Licensed Intellectual Property Section 3.17(h)(vi)...................................29

  • Licensed Products Lessee will obtain no title to Licensed Products which will at all times remain the property of the owner of the Licensed Products. A license from the owner may be required and it is Lessee's responsibility to obtain any required license before the use of the Licensed Products. Lessee agrees to treat the Licensed Products as confidential information of the owner, to observe all copyright restrictions, and not to reproduce or sell the Licensed Products.

  • Exploitation (i) Exploitation of intellectual property may take the form of patenting by the originator singly or in combination with other agencies. (ii) The parties patenting the property shall reach a mutually agreeable arrangement including ownership and revenue sharing which shall be reduced to writing. (iii) In the event that the employee reaches an agreement to use the offices of the Innovation Transfer Office, disputes shall be handled in accordance with Article

  • Licensed Product The term “Licensed Product” shall mean any product (a) the manufacture, use, importation, sale or offer for sale of which would, in the absence of the license granted by this Agreement, infringe a Valid Claim of any of the Licensed Patent Rights, or (b) that is comprised of, utilizes or incorporates Licensed Biological Materials, or (c) that is discovered, developed or made using a Licensed Process.

  • Licensed Technology (a) LICENSOR is not aware of any interference, infringement, misappropriation, or other conflict with any intellectual property rights of third parties, and LICENSOR has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that LICENSOR must license or refrain from using any intellectual property rights of any third party). To the knowledge of LICENSOR, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any of the LICENSED TECHNOLOGY. (b) Exhibit A identifies each patent or registration which has been issued to LICENSOR with respect to any of the LICENSED TECHNOLOGY and identifies each pending patent application or application for registration which LICENSOR has made with respect to any of the LICENSED TECHNOLOGY. LICENSEE acknowledges that LICENSOR has previously made available to LICENSEE correct and complete copies of all such patents, registrations and applications (as amended to-date) in LICENSOR’s possession and has made available to LICENSEE correct and complete copies of all other written documentation in LICENSOR’s possession evidencing ownership and prosecution (if applicable) of each such item. (c) Exhibit A identifies each item of LICENSED TECHNOLOGY that is assigned to LICENSOR or that LICENSOR uses pursuant to license, sublicense, agreement, or permission. LICENSOR has made available to LICENSEE correct and complete copies of all such licenses, sublicenses, agreements, patent prosecution files and permissions (as amended to-date) in LICENSOR’s possession. With respect to each item of LICENSED TECHNOLOGY required to be identified in Exhibit A and to the knowledge of LICENSOR: (i) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (ii) the license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no Party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) no party to the license, sublicense, agreement, or permission has repudiated any provision thereof; (v) the underlying item of LICENSED TECHNOLOGY is not subject to any outstanding lien or encumbrance, injunction, judgment, order, decree, ruling, or charge; (vi) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or is threatened which challenges the legality, validity, or enforceability of the underlying item of LICENSED TECHNOLOGY; and (vii) except as provided in Exhibit A, LICENSOR has not granted any license or similar right to the LICENSED TECHNOLOGY within the GENERAL FIELD or PARTHENOGENESIS FIELD.

  • PATENTS AND ROYALTIES Unless otherwise provided, the Contractor shall be solely responsible for obtaining the right to use any patented or copyrighted materials in the performance of the contract resulting from this Invitation for Bids. The Contractor, without exception, shall indemnify and save harmless the County and its employees from liability of any nature or kind, including cost and expenses for or on account of any copyrighted, patented, or unpatented invention, process, or article manufactured or supplied by the Contractor. In the event of any claim against the County of copyright or patent infringement, the County shall promptly provide written notification to the Contractor. If such a claim is made, the Contractor shall use its best efforts to promptly purchase for the County any infringing products or services or procure a license, at no cost to the County, which will allow continued use of the service or product. If none of the alternatives are reasonably available, the County agrees to return the article on request to the Contractor and receive reimbursement, if any, as may be determined by a court of competent jurisdiction.

  • Existence; Businesses and Properties (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formation, except as otherwise expressly permitted under Section 6.05, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated; comply in all material respects with all applicable laws, rules, regulations, decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure do so could not reasonably be expected to have a Material Adverse Effect; and at all times maintain and preserve all property material to the conduct of such business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

  • Joint Intellectual Property 9.1 University agrees to not Implement any Joint Intellectual Property for any purpose other than educational, experimental or research purposes. In consideration of University not Implementing the Joint Intellectual Property except for the limited purposes set forth in this paragraph, Company agrees to Implement any Joint Intellectual Property only in accordance with a license agreement to be entered into by Company and University with respect to the Implementation of such Joint Intellectual Property. Company shall pay to University, in connection with such Implementation, a compensatory royalty in accordance with such license agreement to be agreed by the Parties. 9.2 University agrees to not grant to any third party a license to Implement its rights in the Joint Intellectual Property without Company’s prior written consent. Notwithstanding anything contrary herein provided, University may grant to a third party a license to use the Joint Intellectual Property without Company’s prior written consent in the following cases: (i) if Company fails to execute a license agreement with University pursuant to Article 9.1 without any reasonable cause within three years from the Completion Date, or otherwise seeks to Implement any such Joint Intellectual Property other than pursuant to any such license agreement; or (ii) if Company fails to pay any compensatory royalty in accordance with the license agreement entered into pursuant to Article 9.1. 9.3 Company may grant a third party a non-exclusive license to the Joint Intellectual Property provided that Company first executes a license agreement with University setting forth, among other matters, the allocation of any license fee or royalty received from any such third party as between the Parties. 9.4 Unless otherwise provided in this Agreement, neither Party may transfer, grant a security interest in, grant a license to or otherwise dispose of its right, title or interest in or to the Joint Intellectual Property to any third party without the prior written consent of the other Party. 9.5 Each Party shall notify the other Party in writing before abandoning its right, title or interest in and to any Joint Intellectual Property.

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