Licensee Affiliates Sample Clauses

Licensee Affiliates. Subject to Nuix’s approval, Affiliates of Licensee may purchase Products and licenses for the Software subject to this Agreement by submitting Order Forms hereunder to Nuix, and by submitting an Order Form, such Affiliate of Licensee shall be bound by this Agreement as if it were an original party hereto, and will be entitled to all of the rights and be bound by all of the obligations of Licensee under this Agreement and the Order Form submitted by such Affiliate to Nuix. The Parties hereby agree and acknowledge that Licensee and Licensee’s Affiliate shall be jointly and severally liable with respect to any liability or obligations of Licensee’s Affiliate arising under an Order Form submitted to Nuix by such Affiliate.
Sample 1Sample 2Sample 3See All (8)
Licensee Affiliates. Licensee shall pay Rutgers a royalty equal to (the “License Royalty”): (i) one and a half percent (1.5%) of Net Sales of ** by Licensee and its Affiliates, and (ii) three percent (3%) of Net Sales of ** sold by Licensee and, its Affiliates.
Sample 1
Licensee Affiliates. In the event of any disclosure of Confidential Information to a Licensee Affiliate, Licensee and any such Licensee Affiliate shall be jointly and severally liable for all of Licensee’s and Licensee Affiliates’ obligations with respect to this Agreement. Licensee shall promptly identify to UMB by name and address all Licensee Affiliates to whom Licensee has disclosed Confidential Information.
Sample 1
Licensee Affiliates. In connection with Paragraph 4(B) above, Licensee acknowledges and agrees that it shall not distribute the Licensed Product(s) to or through its Licensee Affiliates unless such distribution is (i) set forth below and pre-approved in writing by Licensor and (ii) in compliance with the terms of Paragraph 4(B) above. Licensee shall list below each Licensee Affiliate (as defined in Paragraph 4(B)) to whom Licensee proposes to distribute the Licensed Product(s). Licensee agrees that at no time during the license or sell-off periods shall it sell, directly or indirectly, to any of the Licensee Affiliates listed below, or to any individual or entity affiliated in any manner with any of such Licensee Affiliates, any Licensed Product(s) for subsequent sale or distribution, without prior written approval of Licensor.
Sample 1
Licensee Affiliates. The undersigned agree to be bound by the foregoing Software License Agreement to the extent specified in the Agreement. Relationship NAME ADDRESS TO LICENSEE SIGNATURE -------------------- -------------------- ------------ -------------------- -------------------- -------------------- -------------------- ------------ -------------------- -------------------- -------------------- -------------------- ------------ -------------------- -------------------- INDIANA RIDER TO THE V2K WINDOW FASHIONS, INC. SOFTWARE LICENSE AGREEMENT BETWEEN V2K WINDOW FASHIONS, INC. AND ____________________________ DATED ______________________
Sample 1
Licensee Affiliates and its SUBLICENSEES shall keep and maintain complete and accurate records and books containing an accurate accounting of all data in sufficient detail to enable verification of EARNED ROYALTIES and other payments under this Agreement. LICENSEE shall preserve such books and records for [***] after the calendar year to which they pertain. Such books and records shall be open to inspection by YALE or an independent certified public accountant selected by YALE, at YALE’s expense, during normal business hours upon [***] prior written notice, for the purpose of verifying the accuracy of the reports and computations rendered by LICENSEE. In the event LICENSEE underpaid the amounts due to YALE with respect to the audited period by more than [***], LICENSEE shall pay the reasonable cost of such examination, together with the deficiency not previously paid and interest from the due date of such payment, calculated at the rate set forth in Article ‎6.7, within [***] of receiving notice thereof from YALE.
Sample 1
Licensee Affiliates. Subject to the terms and conditions set forth in this License Agreement, Licensee may, with Licensor’s advance written consent, grant sublicenses of any or all of the Licenses to any Affiliate of Licensee. To the extent Licensee grants a sublicense of any or all of the Licenses to any Affiliate of Licensee, such Affiliate shall have the right to exercise said licenses in the same manner as Licensee is allowed to under this License Agreement.
Sample 1

Related to Licensee Affiliates

  • Sublicensees Licensee shall have the right (but not the obligation) to sublicense those rights granted to it under Section 2.1 only as set forth in, and subject to the terms and conditions of, Section 2.5 and this Section 2.3.2, to (a) any Person (other than a Specified Person) with the prior written consent of Lxxxx, which consent will not be unreasonably withheld, conditioned or delayed; provided that Licensee may contract in the ordinary course of business with any Third Party contract research organization (“CRO”) or contract development and manufacturing organization (“CMO”) to handle certain clinical Development or Manufacturing activities, in Licensee’s reasonable discretion, without requiring Lilly’s consent; provided further that such CRO or CMO are working on Licensee’s behalf, (b) any of its Affiliates (only for so long as they remain Affiliates), provided that Licensee provides prior written notice (at least 20 Business Days in advance) to Lilly of any sublicenses to be granted to any Affiliate or its request for approval of any sublicense to be granted to any other Person, which shall include in each case a description of the rights to be granted and the purpose therefor, the identity of the proposed Sublicensee and the countries involved, or (c) a Specified Person. Each Affiliate or other Person to which any such sublicense is granted is referred to herein as a “Sublicensee.” Licensee shall remain responsible for the performance by each of its Sublicensees and shall cause each of its Sublicensees to comply with the applicable provisions of this Agreement, and Licensee shall be liable for the acts or omissions of its Sublicensees under or in connection with this Agreement (as if such acts or omission were those of Licensee). Without limiting the foregoing, Licensee shall: (x) ensure that each of its Sublicensees accepts in writing all applicable terms and conditions of this Agreement, including the non-compete, reporting, audit, inspection and confidentiality provisions hereunder; (y) under the agreements between Licensee and each of its Sublicensees, include a provision pursuant to which either (a) Lilly is named as a third-party beneficiary or (b) a mechanism (for example, a power of attorney) is implemented for Lxxxx to enforce all applicable terms and conditions of this Agreement against the Sublicensee in a manner reasonably satisfactory to Lilly, provided that, in each case, Lxxxx shall not proceed against any Sublicensee unless Lxxxx has first provided Licensee with written notice of the Sublicensee’s breach and Licensee has not, within 90 days after receipt of such notice, caused the Sublicensee to cease the breaching activity or otherwise cure the breach, in each case, to the reasonable satisfaction of Lxxxx; and (z) terminate all relevant agreements with any such Sublicensee in the case of any breach of such terms and conditions by such Sublicensee. A Sublicensee shall have the right to grant further sublicenses, subject to complying with the terms of this Section 2.3.2 with respect to further Sublicensees. For the avoidance of doubt, (i) Licensee will remain directly responsible for all amounts owed to Lilly under this Agreement, and (ii) each Sublicensee is subject to the negative and restrictive covenants set forth in Sections 2.2.1 and 2.4, respectively. Licensee hereby expressly waives any requirement that Lxxxx exhaust any right, power or remedy, or proceed against a subcontractor, for any obligation or performance hereunder prior to proceeding directly against Licensee. Notwithstanding anything to the contrary, (A) all sublicenses granted hereunder shall automatically terminate upon expiration or termination of this Agreement for any reason and (B) if the Parties enter into an agreement pursuant to Section 2.5 with respect to the Product, then as of the effective date of such agreement all sublicenses granted with respect to the Product shall automatically terminate, except as otherwise mutually agreed by the Parties in writing (and in no event shall any negotiations for any such agreement pursuant to Section 2.5 be conditioned on or otherwise affected by whether Lxxxx agrees to allow any such sublicenses to continue).

  • Licensor any Person from whom a Grantor obtains the right to use any Intellectual Property. Lien: any Person’s interest in Property securing an obligation owed to, or a claim by, such Person, whether such interest is based on common law, statute or contract, including liens, security interests, pledges, hypothecations, statutory trusts, reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases, and other title exceptions and encumbrances affecting Property. Lien Waiver: an agreement, in form and substance satisfactory to Agent, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Agent to enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on the Collateral, agrees to hold any Documents in its possession relating to the Collateral as agent for Agent, and agrees to deliver the Collateral to Agent upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Agent’s Lien, waives or subordinates any Lien it may have on the Collateral, and agrees to deliver the Collateral to Agent upon request; and (d) for any Collateral subject to a Licensor’s Intellectual Property rights, the Licensor grants to Agent the right, vis-à-vis such Licensor, to enforce Agent’s Liens with respect to the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License.

  • Sublicenses A Licensee may not sublicense any of its rights under the licenses granted to it pursuant to this Agreement except to (a) Affiliates of such Licensee, or (b) other Persons providing services for the benefit of Licensee in connection with the businesses, products and services of Licensee that are covered by the licenses granted herein (each such other Person, a “Third Party Sublicensee” and, together with the Affiliates described in clause (a), a “Sublicensee”). Each permitted sublicense to a Third Party Sublicensee shall be granted pursuant to a written agreement which at all times (i) is subject to, and consistent with, the terms and conditions of this Agreement, and (ii) includes provisions regarding confidentiality, ownership and use restrictions of the Licensed IP licensed to such Licensee at least as protective of Licensor as the provisions of this Agreement. In addition, without limiting the foregoing, Licensee shall have the right to grant distribution and resale rights to distributors, in each case solely to the extent necessary in connection with the distribution and resale of products and services within the scope of the applicable license granted to such Licensee (collectively, “Distributors”), in each case pursuant to a written agreement which at all times (A) is subject to, and consistent with, the terms and conditions of this Agreement, and (B) includes provisions regarding confidentiality, ownership and use restrictions of the Licensed IP at least as protective of Licensor as the provisions of this Agreement. Without limiting the foregoing, Licensee shall have the right to grant customer and end-user rights in connection with such customer’s and end-user’s use of products and services in accordance with this Agreement. For clarity, granting a sublicense, or distribution and resale rights, shall not relieve Licensee of any obligations hereunder and Licensee shall cause all of its Sublicensees to comply, and shall be jointly and severally responsible and liable hereunder for all Sublicensees’ and Distributors’ compliance, with all terms and conditions hereof applicable to Licensee, including the use restrictions and confidentiality obligations, and all terms and conditions of such sublicense.