Licensee Obligation Sample Clauses

Licensee Obligation. Upon the expiration of this Agreement or the termination of this Agreement pursuant to this Section 2.E, Licensee, at its sole cost and expense, shall restore the Licensed Premises as nearly as practicable to its condition as of the Effective Date, including, without limitation: (1) repair or replacement of the Licensed Premises, if necessary in the sole determination of the City; and (2) restoration of all City-owned property as nearly as practicable to the condition immediately preceding the use of the Licensed Premises, if disturbed or damaged by Licensee.
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Licensee Obligation. Except for the infringement claims set forth in Section 7.1, Licensee shall indemnify, defend and hold IAdea, its directors, officers, agents and employees harmless from any claims, demands, or causes of action whatsoever by a third party against IAdea arising as a result of Licensee’s use or operation of the IAdea Software. For the avoidance of doubt, and without limiting the scope of the immediately preceding sentence, Licensee shall indemnify, defend and hold IAdea, its directors, officers, agents and employees harmless from any third party claims, demands, or causes of action whatsoever arising from or related to the display, broadcast, reproduction, performance or other use or distribution of audio, visual, graphical and textual information developed by or on behalf of Licensee and not included in the IAdea Software.
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Licensee Obligation. Subject to Section 6.3 (Limitations of Liability) and Section 6.1 (Insurance), Purchaser shall indemnify and hold harmless Amgen, its Affiliates, and their respective directors, officers, employees, and agents (including subcontractors) (collectively, “Amgen Indemnitees”), at Purchaser’s cost and expense, from and against any and all liabilities, losses, costs, damages, fees or expenses (including reasonable legal expenses and attorneys’ fees incurred by any Amgen Indemnitees until such time as Purchaser has assumed the defense of such claim) paid to a Third Party (collectively, “Losses”) arising out of any claim, action, lawsuit, or other proceeding (collectively, “Claims”) brought against any Amgen Indemnitee by a Third Party to the extent such Losses result from (i) a
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Licensee Obligation. Upon termination of this Agreement, the Licensee, at its sole cost and expense, shall restore the Licensed Premises and all City-owned property as nearly as practicable to its condition as of the Effective Date, including, without limitation: (1) replacement and grading of all topsoil removed by the Licensee; (2) restoration of all fences, roads, plantings, landscaping, and improvements as nearly as practicable to the condition immediately preceding the installation of the Improvements, if disturbed, damaged, or removed by the Licensee; (3) replacement of any and all sod removed by the Licensee with sod of like quality; and (4) replacement of any and all natural grass removed by the Licensee by seeding with a good quality seed.
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Licensee Obligation. The Service and Software are intended solely for testing purposes and for the purposes of improving the Service and Software for eventual commercial release. Licensee is encouraged to advise Riffyn of all material issues and concerns the Licensee discovers with respect to the Service and Software, as well as any features or functionality the Licensee may desire to report that it would like to see added to the Software, using the instructions provided by Riffyn.
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Licensee Obligation. Licensee shall supply adequate computers / smartphones / tablet computers for Licensee’s needs. Licensee agrees to update its hardware and software used to access the Software and to keep them current with industry standards and the system requirements for the Software. Licensee shall be responsible for maintaining its own connectivity to access the internet. Licensee will not access the Licensed Products on any hardware that is not utilizing a vendor approved operating system or is otherwise “jailborken”.
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Licensee Obligation. The Licensee’s only obligation is to notify the subscribing institutions of the terms and conditions. THE LICENSEE HAS
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Licensee Obligation. Except for the infringement claims set forth in Section 7.1, Licensee shall indemnify, defend and hold Scala, its directors, officers, agents and employees harmless from any claims, demands, or causes of action whatsoever by a third party against Scala arising as a result of Licensee’s use or operation of the Scala Software. For the avoidance of doubt, and without limiting the scope of the immediately preceding sentence, Licensee shall indemnify, defend and hold Scala, its directors, officers, agents and employees harmless from any third party claims, demands, or causes of action whatsoever arising from or related to the display, broadcast, reproduction, performance or other use or distribution of audio, visual, graphical and textual information developed by or on behalf of Licensee and not included in the Scala Software.
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Related to Licensee Obligation

  • Licensee Obligations 3.1 The Licensee is responsible for the installation, operation and maintenance of telecommunication lines, equipment, software and other arrangements necessary for the Licensee to receive the Licensed Data from the LME. 3.2 The Licensee shall comply with the terms of any notified and commercially reasonable policy issued by the LME regarding the use of LME Data, including where applicable, any requirements to report to the LME and/or pay fees to the LME in respect of certain transactions undertaken by the Licensee using LME Data, or as otherwise required under the terms of such policy. 3.3 The Licensee shall procure and ensure the Licensee Personnel's compliance with the terms of this Agreement, and shall be entirely liable and responsible for any non-compliance and loss relating to such non-compliance (such being considered a breach by the Licensee).

  • Employee Obligation Provider shall require all employees and agents who have access to Student Data to comply with all applicable provisions of this DPA with respect to the data shared under this DPA. Provider agrees to require and maintain an appropriate confidentiality agreement from each employee or agent with access to Student Data pursuant to the DPA.

  • Guarantee Obligations Guarantee any obligations of any Person;

  • Third Party Obligations 3.1. The THIRD PARTY shall:- 3.1.1. not divulge the Confidential Information to any party other than as provided for in this Confidentiality Agreement; 3.1.2. use the Confidential Information only for the purposes necessary in providing the services for which he is engaged by the AUTHORITY; and 3.1.3. make no commercial use of the Confidential Information or any part thereof. 3.2. Notwithstanding the foregoing, the THIRD PARTY shall be entitled to make any disclosure required by law of the Confidential Information and shall notify the AUTHORITY of so doing in accordance with the provisions of paragraph 6.

  • Transferee Obligations Each person (other than the Corporation) to whom the Purchased Shares are transferred by means of a Permitted Transfer must, as a condition precedent to the validity of such transfer, acknowledge in writing to the Corporation that such person is bound by the provisions of this Agreement and that the transferred shares are subject to the Repurchase Right to the same extent such shares would be so subject if retained by Participant.

  • Employee Obligations Provider shall require all employees and agents who have access to Division data to comply with all applicable provisions of this DPA with respect to the data shared under the Service Agreement.

  • Covenant to Guarantee Obligations (a) If at any time on or after the Closing Date, (i) any Subsidiary is or becomes (x) the issuer or co-issuer of, or borrower or guarantor under, any series of U.S. debt securities or any U.S. syndicated credit facility, (y) the guarantor of any series of debt securities or any syndicated credit facilities of Parent or (z) the issuer or co-issuer of, or borrower or guarantor under, any series of debt securities or any syndicated credit facility other than as described in clauses (x) and (y), but only to the extent that, in each case, such Subsidiary is not an Excluded Person or (ii) any Person is or becomes a direct or indirect parent entity of the Company that holds any material assets (other than the Equity Interests of the Company or a parent entity of the Company) or owes any material liabilities, whether by formation, acquisition, redomiciliation or otherwise, Parent shall, at Parent’s expense, as soon as reasonably practicable (and in no event more than 30 days (or such longer period as the Administrative Agent shall agree)) following (A) in the case of clause (i)(z) above, a written request from the Administrative Agent therefor and (B) otherwise, such Person becoming issuer, co-issuer, borrower or guarantor or such formation, acquisition or redomiciliation, as applicable, to cause such Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement and (ii) upon the reasonable request of the Administrative Agent, deliver to the Administrative Agent such other customary documentation reasonably requested by the Administrative Agent, which in any event will not require the delivery of any documentation other than those that are substantially similar to the applicable documents delivered under Sections 3.01(d), (e), (g) and (h) (and appropriate local counsel opinions substantially similar in scope to those delivered on the Closing Date, if applicable). (b) At any time after the Closing Date, Parent and the Administrative Agent may agree that any Subsidiary of Parent may guarantee the obligations of any Guarantor hereunder by delivering to such Guarantor and the Administrative Agent such customary documentation reasonably requested by the Administrative Agent including, without limitation, favorable opinions of counsel to such Subsidiary or Parent.

  • One Obligation The Loans, LC Obligations and other Obligations shall constitute one general obligation of Borrowers and (unless otherwise expressly provided in any Loan Document) shall be secured by Agent’s Lien upon all Collateral; provided, however, that Agent and each Lender shall be deemed to be a creditor of, and the holder of a separate claim against, each Borrower to the extent of any Obligations jointly or severally owed by such Borrower.

  • Maintenance Obligations Local Agency shall maintain and operate the Work constructed under this Agreement at its own cost and expense during their useful life, in a manner satisfactory to the State and FHWA. Local Agency shall conduct such maintenance and operations in accordance with all applicable statutes, ordinances, and regulations pertaining to maintaining such improvements. The State and FHWA may make periodic inspections to verify that such improvements are being adequately maintained.

  • No Implied Obligations The Warrant Agent shall be obligated to perform only such duties as are herein and in the Warrant Certificates specifically set forth and no implied duties or obligations shall be read into this Agreement or the Warrant Certificates against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder which may tend to involve it in any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Company of any of the Warrant Certificates authenticated by the Warrant Agent and delivered by it to the Company pursuant to this Agreement or for the application by the Company of the proceeds of the Warrant Certificates. The Warrant Agent shall have no duty or responsibility in case of any default by the Company in the performance of its covenants or agreements contained herein or in the Warrant Certificates or in the case of the receipt of any written demand from a holder of a Warrant Certificate with respect to such default, including, without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise or, except as provided in Section 6.2 hereof, to make any demand upon the Company.

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