Licensee Control. Subject to the terms and conditions of this Agreement, Licensee shall be entitled to exercise exclusive control over all aspects of the websites and the Business associated with the Licensed Domain Names including, without limitation, the operation, the look-and-feel and the Content of such websites.
Licensee Control. Licensee hereby verifies that for the term of this Agreement it shall maintain ultimate control over the Stations' facilities, including specifically control over the Stations' finances, personnel and programming, and nothing herein shall be interpreted as depriving Licensee of the power or right of such ultimate control.
Licensee Control. To the extent required by FCC Rules, Licensee shall have: (a) access to and control over the Transmission Equipment upon not less than twenty-four (24) hours notice outside of business hours and four (4) hours notice during business hours; (b) reasonable access during normal business hours to the Transmission Equipment and response station equipment operating on any ITFS Channels; and (c) the right to consult with Operator's maintenance personnel at reasonable times, for reasonable periods and upon reasonable notice concerning the maintenance of Transmission Equipment used for the ITFS Channels and response station equipment operating on any ITFS Channels; provided, however, Licensee shall not exercise rights under this Paragraph in any manner that interferes with Operator's lawful use of Operator's Capacity in accordance with this Agreement and FCC Rules, or interferes with Operator's or any third party's lawful use in accordance with this Agreement and FCC Rules of the equipment utilizing the ITFS Channels. Operator shall at all times provide Licensee with the capability of deactivating any and all response stations operating on the ITFS Channels in accordance with FCC Rule 74.939(o).
Licensee Control. LICENSEE shall have the first right (but not the obligation), at its own expense, to control enforcement of the Licensed Technology against any Third Party Infringement. Prior to commencing involvement in any such suit, action or proceeding, LICENSEE shall consult with PFIZER and shall consider PFIZER’s timely recommendations regarding the proposed suit, action or proceeding, except to the extent delay may reasonably result in the loss of rights by or otherwise adversely impact LICENSEE or PFIZER. LICENSEE shall give PFIZER timely notice of any proposed settlement of any such suit, action or proceeding that LICENSEE controls and LICENSEE shall not settle, stipulate to any facts or make any admission with respect to any Third Party Infringement without PFIZER’s prior written consent (not to be unreasonably withheld) if such settlement, stipulation or admission would: (a) adversely affect the validity, enforceability or scope, or admit non-infringement, of any of the Licensed Technology; (b) give rise to liability of PFIZER or its Affiliates; (c) grant to a Third Party a license or covenant not to xxx under, or with respect to, any Intellectual Property Rights Controlled by PFIZER or its Affiliates (other than as expressly provided for in this Agreement with respect to LICENSEE’s rights to sublicense the Licensed Technology); or (d) otherwise impair PFIZER’s or any of its Affiliates’ rights in any Licensed Technology or PFIZER’s or any of its Affiliates’ rights in this Agreement.
Licensee Control. Subject to this Article 10.4(a), Licensee shall have the first right (but not the obligation), [***], to control enforcement of the Licensed Intellectual Property against any Third Party Infringement in the Licensee Territory. Prior to commencing involvement in any such suit, action or proceeding, Licensee shall consult with Licensor and shall consider Licensor’s timely recommendations regarding the proposed suit, action or proceeding, except to the extent delay may reasonably result in the loss of rights by or otherwise adversely impact Licensee. Licensee shall give Licensor timely notice of any proposed settlement of any such suit, action or proceeding that Licensee controls and [***]. Notwithstanding anything to the contrary herein, Licensor shall have the sole right, [***], to control enforcement of [***] against any Third Party Infringement in the Licensee Territory.
Licensee Control. Licensee shall be responsible for and shall control the preparation, prosecution and maintenance of all copyrights and patent rights pertaining to the Licensed Work. Licensee shall be entitled to deduct from Fees all documented out-of-pocket expenses (including legal fees, filing and maintenance fees or other governmental charges) incurred in connection with the filing, prosecution and maintenance of any such rights ("Permitted Proprietary Rights Fees").
Licensee Control. Licensee shall be responsible for and shall control the preparation, prosecution and maintenance of all copyrights and patent rights pertaining to the Licensed Work.
Licensee Control. Licensee acknowledges that it is responsible for the day-to-day operation of its Center, including hiring, setting the conditions of employment, supervision, discipline and termination of all personnel, purchases and maintenance of equipment and supplies, preparing Licensee’s own marketing plans and funding and implementing those marketing plans, maintenance of employment records, and daily maintenance, safety, security and the achievement of compliance with the Manuals. Licensor’s ability to approve certain matters, to inspect the Center and its operations and to enforce its rights exists only to the extent necessary to protect its interest in the System and the Marks. Neither the retention nor the exercise of these rights is for the purpose of establishing any control, or the duty to take control, over those matters that are clearly reserved to Licensee.
Licensee Control. Licensee shall prepare, provide and distribute, at its expense, all tickets of admission to Licensee Events at such prices and on such terms as Licensee determines in its sole discretion.
Licensee Control. 7.1. Licensee acknowledges that the System, Services and Software may contain code or require devices that detect or prevent unauthorised use of, or disable, the System, Services and Software.
7.2. If the Licensee needs to circumvent or disable such code or devices to achieve interoperability, the Licensee shall contact Licensor and request any changes. Any such changes to be carried out at Licensor’s sole discretion and in accordance with Licensor’s payment terms.
