Licensee shall Clause Samples

Licensee shall. 5.5.1.1 Take all reasonable measures to maintain, develop and increase Licensee's car rental business at the Airport; 5.5.1.2 Not divert, or cause or allow the diversion of, any business from the Airport. 5.5.1.3 Permit inspection during ordinary business hours by the County or the County’s representatives of any sales equipment used by the Licensee, including but not limited to cash registers, recording tapes, point of sale equipment and computer sales terminals, provided that the County shall take all reasonable precautions to ensure that its inspections under this subsection do not unnecessarily disrupt Licensee’s business operations. 5.5.1.4 Maintain full and accurate books of account and records from which “gross revenue” and “gross receipts,” as defined herein, the amount and nature of all business transacted on or though the Airport location, and the amount of percentage rental owed the County hereunder, can be determined and verified, according to standards and accepted accounting and auditing practices. The books of account and records that Licensee must maintain shall include, but need not be limited to, legible, true and accurate copies of all written and electronic records and reports kept in the normal course of Licensee’s business including, without limitation, all motor vehicle rental contracts and cancelled contracts forms, sales slips, cash register tapes, credit card invoices, monthly sales tax returns, sales and disbursements journals, general ledgers, bank statements, bank books, bank deposits slips, annual federal income tax returns, state sales tax returns and all Airport related revenues reported submitted by Licensee to its franchisor and all computer and /or electronic reproductions of the above. These books and records shall be maintained on a current basis and shall be stored for a period of at least thirty-six (36) months from the end of each monthly period, or for such longer period time as County reasonably may direct in writing. If such records are not stored within Pitkin County, it shall be Licensee’s responsibility, at its expense, to promptly make such records, upon request, available to County, or its representatives, in a time, manner and format to the satisfaction of the County, in its reasonable discretion.

Licensee shall. (i) use the Confidential Information for the sole purpose of performing under the terms of this Agreement; (ii) safeguard Confidential Information against disclosure to others with the same degree of care as it exercises with its own data of a similar nature; (iii) not disclose Confidential Information to others (except to its employees, agents or consultants who are bound to LICENSEE by a like obligation of confidentiality) without the express written permission of UNIVERSITY, except that LICENSEE shall not be prevented from using or disclosing any of the Confidential Information that: (A) LICENSEE can demonstrate by written records was previously known to it; (B) is now, or becomes in the future, public knowledge other than through acts or omissions of LICENSEE; (C) is lawfully obtained by LICENSEE from sources independent of UNIVERSITY; or (D) is required to be disclosed by law or a court of competent jurisdiction.

Licensee shall. 2.1.1 sublicense the INDEX, in accordance with the draft Sublicense Agreement contained in Exhibit II hereto, to ETF, to be represented by Banco Itaucard S.A, the operation of which shall have been authorized by the Brazilian Securities Commission (CVM); 2.1.2 adopt applicable measures so that the protocols concerning the request for authorization of operation of ETF at the CVM, and the request for registration for the trading of ETF units at the BM&FBOVESPA be conducted within the term of sixty (60) days as of the date of execution of this Agreement; 2.1.3 immediately notify BM&FBOVESPA of its possible replacement as ETF manager or of the possible replacement of ETF administrator, remaining in the exercise of its duties until it decides for the replacement thereof or for liquidation of the fund, subject to the provisions of CVM Ruling No. 359/02 and other rules to the applicable extent; 2.1.4 protect the reputation of the INDEX and refrain from performing any act that may adversely affect the value of its name and of its trademark; 2.1.5 immediately inform BM&FBOVESPA if it becomes aware of any fact that indicates improper use of the INDEX or that may affect the value of its name and of its trademark; 2.1.6 submit to prior approval from BM&FBOVESPA any and all information materials, including offering circulars, advertisements, brochures, and similar materials containing any reference to the INDEX; 2.1.6.1 BM&FBOVESPA’s failure to pronounce itself within the period of five (5) business days after receipt of the information material mentioned in item 2.1.6 above may be construed by LICENSEE as a tacit authorization to said material; however, BM&FBOVESPA may, at any time, request changes or even prevent the utilization of said material that has not been expressly approved by it in accordance with the provisions of this item; 2.1.6.2 LICENSEE shall have five (5) business days to make the adjustments requested by BM&FBOVESPA to the materials referred to in item 2.1.6. Should BM&FBOVESPA request that these materials no longer be used, LICENSEE shall immediately cease the use thereof or, should this not be possible, LICENSEE shall cease the use thereof as soon as possible; 2.1.6.3 LICENSEE shall include the following warning in any information material mentioned in item

Licensee shall. 6.7.1 comply at all times with all Applicable Laws pertaining to the Commercialisation of the Product in the Territory; 6.7.2 either itself, its Affiliates or through its distributors, maintain adequate facilities for the efficient Commercialisation of the Product throughout the Territory; 6.7.3 during the Manufacturing Period maintain or have maintained the Product, pending distribution and sale to customers, in a facility that is properly equipped (including temperature and humidity monitoring) to store pharmaceutical and other sensitive products. Licensor, or its duly appointed agent, shall have the right to inspect the premises of Licensee or (accompanied by Licensee) its sub-contractor where the Product is held, stored, and/or distributed, and Licensee shall permit such inspection or arrange for such inspection no more often than once per year, upon advance notice at any reasonable time, of the methods and procedures used in the distribution, storage and sale of the Product and provide to Licensor promptly in response to any request therefor, all government inspection reports and certificates relating thereto; 6.7.4 during the Manufacturing Period, in dealing with or handling the Product follow the reasonable instructions of Licensor, and provide for or have provided the storage of Product in a manner consistent with the terms of the Initial NDA and Applicable Law; 6.7.5 at its own cost and expense, hold such stocks of Product for the Territory at levels reasonably required to satisfy the anticipated demand for Product; 6.7.6 in marketing and selling Product: (i) not make any statements, representations, warranties or guarantees concerning the Product which are contrary to the Initial NDA or Applicable Laws; and (ii) avoid any misleading or deceptive marketing practices or any other promotional activities that may to the knowledge of the Licensee harm or otherwise damage Licensor’s or its Affiliates image or reputation, in the Territory; 6.7.7 keep the JSC informed of the Commercialisation of the Product in the Territory (including but not limited to sales of the Product) by way of a written report detailing the level of sales made during the previous Quarter (as reasonably available to Licensee at the time of compiling such report) and summarising any material developments relating to Commercialisation of the Product in the Territory during the previous Quarter. Such report shall be submitted within thirty (30) days of the end of each Quarter. Licens...

Licensee shall. (1) use the Confidential Information for the sole purpose of performing under the terms of this Agreement. (2) safeguard Confidential Information against disclosure to others with the same degree of care as it exercises with its own data of a similar nature. (3) not disclose Confidential Information to others (except to its employees, agents or consultants who are bound to LICENSEE by a like obligation of confidentiality) without the express written permission of UNIVERSITY, except that LICENSEE shall not be prevented from using or disclosing any of the Confidential Information that: (i) LICENSEE can demonstrate by written records was previously known to it. (ii) is now, or becomes in the future, public knowledge other than through acts or omissions of LICENSEE; or (iii) is lawfully obtained by LICENSEE from sources independent of UNIVERSITY; and

Licensee shall. Ensure that all customers have meters and that meters are read on a regular basis in accord with ERE rules and the Distribution Code; maintain a system for estimating the amount of power consumed by consumers for whom actual meter readings are not obtained or are not precise consistent with legislation in force and applicable ERE regulations, but Licensee shall minimize the occasions where estimations are required; determine hourly energy consumption for Eligible Customers served by Qualified Suppliers by measurement, estimation of hourly load consumption or by any other acceptable method; and obtain approval from the ERE for methods and procedures used to determine and estimate electricity consumption. 3.16.4 Licensee is responsible for purchasing all energy needed to cover technical and non-technical loses in the distribution system. 3.16.5 Licensee shall prepare a schedule for reducing losses in the Distribution Network, and shall submit the schedule for approval by the ERE within 30 after the effective date of the License and annually each year thereafter. 3.16.6 Licensee shall cooperate with the Transmission System Operator and provide all information concerning the operation of the Distribution Network required by the TSO. When the meter readings or verification have to be performed by OST or duly authorized party by ERE, the licensee shall facilitate the access to the meter reading facilities within the premises of the distribution company.

Licensee shall. (i) use its best efforts to (a) secure office space consistent with existing DreamHome offices equal to not less than One Thousand (1,000) square feet of commercial property for each Office location. In addition, Licensee shall be responsible for the installation and continuation of all utilities, including telephone and internet service, for each Office. Licensee shall also be responsible for the purchase of furniture, fixtures and equipment necessary for normal and ordinary business operations consistent with the existing operations of DreamHome; (ii) through consultation with Licensor, provide all necessary resources required for the continuous hiring, training and daily management of the staff of each Office. Such staff shall include, at a minimum, a full-time Sales & Finance Manager, a full-time Marketing & Installation Manager, Sales Representatives and Canvas Marketers; (iii) ensure that the Management Fee is accurately calculated and delivered timely with appropriate support in accordance with Section 5 herein above; (iv) maintain the accounting books of each Office in accordance with generally accepted accounting principles; and (v) obtain insurance from an insurer of recognized financial responsibility against such losses and risks and in such amounts as Licensee's management believes to be prudent and customary in the home remodeling business. Proof of such insurance shall be provided promptly by Licensee to Licensor upon Licensor's request.

Licensee shall a) keep in strict confidence and not disclose to any third party, including any affiliate any of Technical Information except that Licensee may disclose Technical Information to is officers and employees to the extent that their employment necessitates such disclosure ; and b) take all precautions necessary to maintain the secrecy of and to prevent the unauthorized use or reproduction of Technical Information except to the extent, and only to the extent, that Technical Information becomes known to the public.

Licensee shall. 4.4.1 keep all copies of Software secure and maintain accurate and up-to- date records of the number and locations of all copies of the Software; and 4.4.2 include CloverDX’s copyright notice on all entire and partial copies it makes of the Software on any medium.