Licensee Liability Sample Clauses
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Licensee Liability. Notwithstanding any sublicense agreement, Licensee shall remain primarily liable to Agenus for all of Licensee’s duties and obligations contained in this Agreement, including the payment of all Royalties due pursuant to Section 8.1. Any act or omission of a Sublicensee that would be a breach of this Agreement and not timely cured (to the extent curable) if committed or omitted by Licensee will be a breach by Licensee if not timely cured (to the extent curable). Each sublicense agreement must contain a right of termination by Licensee for the Sublicensee’s: (a) breach of any payment or reporting obligations affecting Agenus; (b) participation in a Licensed Patent Right Challenge; (c) violation of any US export control Laws in connection with the sale or distribution of any Licensed Product; or (d) breach of any other terms or conditions of the sublicense agreement which breach would constitute a breach of this Agreement if Licensee failed to comply therewith. In the event of a Sublicensee breach of these obligations, and if after a reasonable cure period provided in the sublicense agreement, not to exceed thirty (30) Business Days without Agenus’ written consent, the Sublicensee fails to cure the Sublicensee breach, Licensee fails to cure such breach, or the breach is otherwise not capable of being cured, then Licensee shall terminate the sublicense agreement by written notice to the Sublicensee within five (5) Business Days thereafter and concurrently provide a copy of such notice to Agenus. In the event the Sublicensee breach does not cause Agenus to be in breach of its upstream obligations, then such termination of the sublicense by Licensee will cure the breach by Licensee. In the event the Sublicensee breach causes Agenus to be in breach of its upstream obligations, such termination will only cure the breach by Licensee if (i) the breach is capable of being cured and (ii) the termination also cures any corresponding breach by Agenus of its upstream obligations.
Licensee Liability. Notwithstanding any sublicense agreement, Licensee shall remain primarily liable to Licensor for all of Licensee’s duties and obligations contained in this Agreement, including the payment of all consideration hereunder. Any act or omission of a Sublicensee that would be a breach of this Agreement if committed or omitted by Licensee will be a breach by Licensee. Each sublicense agreement shall contain a right of termination by Licensee for the Sublicensee’s: (a) breach of any payment; or (b) breach of any other terms or conditions of the sublicense agreement that is also set forth, in substance, in this Agreement, which breach would constitute a breach of this Agreement if Licensee failed to comply therewith. In the event of a Sublicensee breach of these obligations, and if after a reasonable cure period provided in the sublicense agreement, not to exceed sixty (60) Business Days, the Sublicensee fails to cure the Sublicensee breach, then Licensee shall terminate the sublicense agreement by written notice to the Sublicensee within five (5) Business Days thereafter and concurrently provide a copy of such notice to Licensor.
Licensee Liability. The Licensee expressly undertakes to hold the Licensor fully harmless from and against any claim of third parties for damages connected to, or deriving from, utilization of the Software (including costs and expenses arising from such claims). It is understood that the Licensee agrees to comply with the obligations provided under Section 6.4 also on behalf of its employees and autonomous collaborators.
Licensee Liability. Notwithstanding any sublicense agreement, Licensee shall remain primarily liable to Licensor for all of Licensee’s duties and obligations contained in this Agreement, including the payment of all Royalties due pursuant to Section 6.2. Any act or omission of a Sublicensee that would be a breach of this Agreement if committed or omitted by Licensee will be a breach by Licensee. Each sublicense agreement shall contain a right of termination by Licensee for the Sublicensee’s: (a) breach of any payment or reporting obligations affecting Licensor; or (b) breach of any other terms or conditions of the sublicense agreement that is also set forth, in substance, in this Agreement, which breach would constitute a breach of this Agreement if Licensee failed to comply therewith. In the event of a Sublicensee breach of these obligations, and if after a reasonable cure period provided in the sublicense agreement, not to exceed thirty (30) Business Days, the Sublicensee fails to cure the Sublicensee breach, then Licensee shall terminate the sublicense agreement by written notice to the Sublicensee within thirty (30) Business Days thereafter and concurrently provide a copy of such notice to Licensor.
Licensee Liability. Notwithstanding any sublicense agreement, Licensee shall remain primarily liable to Licensor for all of Licensee’s duties and obligations contained in this Agreement, including the payment of all Royalties. Any act or omission of a sublicensee that would be a breach of this Agreement if committed or omitted by Licensee will be a breach by Licensee. Each sublicense agreement shall contain a right of termination by Licensee for the sublicensee’s: (a) breach of any payment or reporting obligations affecting ▇▇▇▇▇▇; or (b) breach of any other terms or conditions of the sublicense agreement that is also set forth, in substance, in this Agreement, which breach would constitute a breach of this Agreement if Licensee failed to comply therewith.
Licensee Liability. The Licensee makes no representation or warranty, express or implied, to the owners of the Products or any member of the public regarding the advisability of purchasing the Products. The Licensee has no obligation or liability in connection with the administration or calculation of the Dow Jone▇ ▇▇▇ustrial Average (SM). LICENSEE DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE DOW JONE▇ ▇▇▇USTRIAL AVERAGESM OR ANY DATA INCLUDED THEREIN AND LICENSEE SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. LICENSEE MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY SUBLICENSEE, OWNERS OF THE PRODUCTS, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE DOW JONE▇ ▇▇▇USTRIAL AVERAGE SM OR ANY DATA INCLUDED THEREIN. LICENSEE MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE DOW JONE▇ ▇▇▇USTRIAL AVERAGE SM OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL LICENSEE HAVE ANY LIABILITY FOR ANY LOST PROFITS OR INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN LICENSEE AND SUBLICENSEE.
Licensee Liability. Licensee shall not be responsible for claims directly related to hazardous materials at the Restaurant arising out of Manager’s or Manager’s Predecessors’ gross negligence in their operation of the Restaurant. This provision of the Agreement shall not be construed to require Manager to take corrective action with respect to any hazardous materials at the Restaurant before the Operating Period commenced.
Licensee Liability. Licensee makes no representation or warranty, express or implied, to the owners of the Products or any member of the public regarding the advisability of purchasing the Products. Licensee has no obligation to take the needs of Sublicensee or the owners of the Products into consideration in determining, composing or calculating the Products. Licensee is not responsible for and has not participated in the determination of the terms and conditions of the Dow ▇▇▇▇▇ Marks, including the calculation of the Dow ▇▇▇▇▇ Industrial Average/sm/. Licensee has no obligation or liability in connection with the administration or calculation of the Dow ▇▇▇▇▇ Industrial Average/sm/. Licensee does not guarantee the accuracy and/or the completeness of the Dow ▇▇▇▇▇ Industrial Average/sm/ or any data included therein and Licensee shall have no liability for any errors, omissions, or interruptions therein. Licensee makes no warranty, express or implied, as to results to be obtained by Sublicensee, Owners of the Products, or any other person or entity from the use of the Dow ▇▇▇▇▇ Industrial Average/sm/ or any data included therein. Licensee makes no express or implied warranties, and expressly disclaims all warranties of merchantability or fitness for a particular purpose or use with respect to the Dow ▇▇▇▇▇ Industrial Average/sm/ or any data included therein. Without limiting any of the foregoing, in no event shall Licensee have any liability for any lost profits or indirect, punitive, special or consequential damages (including lost profits), even if notified of the possibility of such damages. There are no third party beneficiaries of any agreements or arrangements between Licensee and Sublicensee.