Licensing Agreements Sample Clauses

Licensing Agreements. A licensing agreement involves two parties, namely: the licensor and the licensee. The Licensor grants a non-transferable license to the licensee for the use of certain sources. In intellectual property, the Standard Essential Patent holders are the licensor, and the patent users are the licensees. A licensing agreement ensures that the rights and interests of all the parties involved in such licensing are protected. On that note, there are three main types of licensing agreements, namely: Compulsory licensing, Cross- licensing, and Defensive Patent License. [45] In the first place, a license agreement is created for the benefit of the beneficiaries, but it is prominently used to serve the interest of the licensor in a way that there can be no misuse of their patented invention. This agreement ensures that royalty payments are in line with FRAND terms on that part of the licensees. Eminent practices in India can be understood by taking a brief look at a study conducted by Clairvolex from the year 2005 to 2010, [46] which noted the following: It further noted that of the above-mentioned companies, few of them were also members of the Global ICT Standards Forum of India. These attributions make India one of an integral part of the global standards forum.

Licensing Agreements. Subject to Section 5.6 (Third Party Consents) and any Contracts or other obligations binding on the Buyer or its Affiliates prior to the date hereof, following the date hereof, Buyer will be permitted to exercise all of the Sellers’ rights (as applicable) under the Material Contracts that relate to the Intellectual Property licensed thereunder by or to the Sellers on terms identical to those in effect as of the date of this Agreement and to the same extent the Sellers would have been able to had the transactions contemplated by this Agreement and the Ancillary Agreements not occurred and without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which the Sellers would otherwise be required to pay. Other than as expressly set forth in the written terms of the Material Contracts or as expressly described in Section 3.9(a) of the Disclosure Schedules, and except as set forth in Section 3.13(b) of the Disclosure Schedules, no Seller is obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any Acquired Intellectual Property.

Licensing Agreements. Schedule 3.18(b) of the Disclosure Schedules sets forth a true and complete list of all Contracts containing either (i) a license of (or covenant not to ▇▇▇ related to) Intellectual Property by the Company to a third party, or (ii) a license of (or covenant not to ▇▇▇ related to) Intellectual Property by a third party to the Company (in each case that have not, prior to the date hereof, expired or been terminated pursuant to their terms or operation of law). A true and correct copy of each such Contract has been provided to Buyer. Such Contracts are legal, valid, binding, enforceable and in full force and effect, and the underlying Intellectual Property for each such Contract is not subject to any outstanding injunction, judgment, order, decree or ruling. No Action is pending or, to the Knowledge of the Company, threatened, nor has any written claim or demand been made, which challenges the legality, validity, enforceability or ownership of the underlying Intellectual Property for each such Contract. The Company has not granted any sublicense or similar right with respect to any such Contract. Except as set forth on Schedule 3.18(b) of the Disclosure Schedules, the consummation of the transactions contemplated by this Agreement will not result in a breach, modification, cancellation, termination, suspension of, or acceleration of any payments with respect to such Contracts. The Company and, to the Knowledge of the Company, all other parties to such Contracts are in compliance with, and have not breached any term of, any such Contracts, and have not performed any act or omitted to perform any act which, with notice or lapse of time or both, will become a breach or default thereunder. No party to any such Contract has given the Company written notice of termination or repudiation of any provision thereof (nor has the Company given any such notice to another party). Following the Closing Date, the Company will continue to be permitted to exercise all of the Company’s rights under such Contracts on terms identical to those in effect as of the date of this Agreement and to the same extent the Company would have been able to had the transactions contemplated by this Agreement not occurred and without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which the Company would otherwise be required to pay. Schedule 3.18(b) of the Disclosure Schedules also sets forth a true and complete list of all royalties, fees, ...

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Licensing Agreements. On the date hereof, (a) Bank is entering into the Bank Licensing Agreement with certain subsidiaries of Block, Inc. and (b) HRB Innovations is entering into the Block Licensing Agreement with Bank.

Licensing Agreements. Subject to the provisions of Section 4(b) above, following the Effective Date of the Plan, the Purchaser or its Affiliates (the “Designated Licensees”) shall be granted the right of first refusal to obtain from the GMI Corporations ten (10) year world-wide exclusive licenses (the “Licenses”) to use all “Penthouse” and related trademarks owned or used by the Reorganized Debtors (the “Licensed Rights”) in connection with the ownership, operation, marketing, distribution and licensing of (i) auction websites, (ii) lifestyle resorts (excluding casinos), and (iii) travel agencies and travel related websites. Such Licenses of the Licensed Rights shall (A) provide for mutually agreed upon quarterly royalties payable to the Reorganized Debtors based upon net revenues derived by the Designated Licensees from the use of the Licensed Rights, subject to mutually agreed upon minimum annual royalties, and (B) contain such other terms and conditions as shall be no less favorable to the Designated Licensees than the terms offered to the Reorganized Debtors by any unaffiliated third Person, including, without limitation, a requirement that content be presented in multiple languages.

Licensing Agreements. 4.1. Finlandek Licensing Agreement, dated May 16, 2014, between Casino ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ S.A. and Cdiscount S.A. 4.2. Finlandek Licensing Agreement, dated May 16, 2014, between Casino ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ S.A. and Cdiscount S.A. 4.3. Assignment Agreement, dated November 8, 2010 and amended on December 22, 2010, between Nova Pontocom Comércio Eletrônico S.A., Plataforma E-Commerce do Brasil Participações S.A. 4.4. Letter of Authorization of Domain Name Use to be executed by Companhia Brasileira de Distribuição, Via Varejo S.A. and Nova OpCo on the Closing Date.

Licensing Agreements. Set forth on SCHEDULE 5.22 is a true and complete list of all licensing agreements for software for which any Borrower is the licensee, and such Schedule includes a description of the annual amount payable by such Borrower under such licensing agreements.

Licensing Agreements. Aristocrat must ensure that each Customer who is supplied with a Product enters into and is bound by a Licensing Agreement which contains terms which are consistent with Product recall provisions and regulatory and compliance obligations under this Agreement that materially conforms to PokerTek’s form end-user license agreement attached to this Agreement as Exhibit A.