LICENSING OF FRANCHISEES Sample Clauses

LICENSING OF FRANCHISEES. If and to the extent that Licensor determines ------------------------ that sublicensing of the Marks or franchising agreements contemplated under the Master Agreement presents risks of diminution or loss of rights to the Marks under local law in the Territory, Licensor shall have the right and obligation to enter into a direct trademark license agreement with each affiliate or franchisee that operates a Travelodge Unit in the Territory, and Licensee shall in such case amend accordingly any franchise agreement that it enters into with its franchisees with regard to the Marks and the licensing or sublicensing of the Marks, and to provide for cross default provisions in both agreements. The direct licensing agreements shall be subject to the requirements of Paragraph 7.3 of the Master Agreement.
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LICENSING OF FRANCHISEES. If and to the extent that Company ------------------------ reasonably determines that sublicensing of the Marks presents risks of diminution or loss of rights to the Marks under the Legal Requirements, the Marks Owner shall have the right to enter into a direct trademark license agreement with each Franchisee that operates a Unit. Master Licensee shall delete from Franchise Agreements that it enters into with Franchisees all relevant references to the Marks and the licensing or sublicensing thereof, except to incorporate such trademark license agreement and to provide for cross default provisions in both agreements. The Franchise Agreements and direct license agreements shall provide for payment of all xxxx royalties to Master Licensee and for the provision of all services of the licensor by Master Licensee in such a manner as to equate the economic substance of the transaction with the economic substance of a standard Franchise Fee arrangement described in Article V hereof. The parties acknowledge that as of the Agreement Date, no such direct xxxx license is necessary or appropriate under Legal Requirements.
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LICENSING OF FRANCHISEES. 27 ------------------------
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LICENSING OF FRANCHISEES. If and to the extent that Company determines that sublicensing of the Marks presents risks of diminution or loss of rights to the Marks under the Legal Requirements, the Marks Owner shall have the right to enter into a direct trademark license agreement with each Franchisee that operates a Unit and Master Licensee shall delete from Franchise Agreements that it enters into with Franchisees all relevant references to the Marks and the licensing or sublicensing thereof, except to incorporate such trademark license agreement and to provide for cross default provisions in both agreements. Company will inform Master Licensee of its determination that a direct license is necessary as soon as it makes such determination.
Sample 1
LICENSING OF FRANCHISEES. If and to the extent that Company; determines ------------------------ that sublicensing of the Marks or franchising agreements contemplated under the Master Agreement presents risks of diminution or loss of rights to the Marks under local law in the Territory, Licensor shall have the right and obligation to enter into a direct trademark license agreement with each affiliate or franchisee that operates a Days Unit in the Territory, and Licensee shall in such case amend accordingly any franchise agreement that it enters into with its franchisees with regard to the Marks and the licensing or sublicensing of the Marks, and to provide for cross default provisions in both agreements.
Sample 1
LICENSING OF FRANCHISEES. If and to the extent that Company determines ------------------------ that sublicensing of the Marks presents risks of diminution or loss of rights to the Marks under the Legal Requirements, the Marks Owner shall have the right to enter into a direct trademark license agreement with each Franchisee that operates a Unit and Master Licensee shall delete from Franchise Agreements that it enters into with Franchisees all relevant references to the Marks and the licensing or sublicensing thereof, except to incorporate such trademark license agreement and to provide for cross default provisions in both agreements.
Sample 1

Related to LICENSING OF FRANCHISEES

  • Marking of Licensed Products To the extent commercially feasible and consistent with prevailing business practices, Company shall xxxx, and shall cause its Affiliates and Sublicensees to xxxx, all Licensed Products that are manufactured or sold under this Agreement with the number of each issued patent under the Patent Rights that applies to such Licensed Product.

  • Exclusive Negotiations Seller shall (i) remove the Property from the market, and (ii) cease and refrain from any and all negotiations with any other prospective optionees or purchasers of the Property.

  • Exclusive Services Executive shall at all times faithfully, industriously and to the best of his or her ability, experience and talent perform to the satisfaction of the Board and the CEO all of the duties that may be assigned to Executive hereunder and shall devote substantially all of his or her productive time and efforts to the performance of such duties. Subject to the terms of the Employee Confidentiality and Invention Assignment Agreement referred to in Section 5(b), this shall not preclude Executive from devoting time to personal and family investments or serving on community and civic boards, or participating in industry associations, provided such activities do not interfere with his or her duties to the Company, as determined in good faith by the CEO. Executive agrees that he or she will not join any boards, other than community and civic boards (which do not interfere with his or her duties to the Company), without the prior approval of the CEO.

  • Exclusive License Grant Subject to the terms and conditions of this Agreement, Licensee hereby grants to Takeda an exclusive, sublicensable (subject to Section 3.3 (Sublicensing)), royalty-bearing right and license under the Licensee Technology and Licensee’s interest in the Joint Technology to Exploit the TAK-385 Licensed Compound and TAK-385 Licensed Products in the Field in the Takeda Territory.

  • Exclusive Service Employee shall devote his best efforts and full time to rendering services on behalf of the Corporation in furtherance of its best interests. Employee shall comply with all policies, standards and regulations of the Corporation now or hereafter promulgated, and shall perform his duties under this Agreement to the best of his abilities and in accordance with standards of conduct applicable to officers of banks.

  • License Grant Subject to the terms and conditions of this Agreement, including the Retained Rights, Licensor hereby grants to Licensee an exclusive, sublicensable (as provided in Section 2.4 only), non-transferable (except as provided in Section 10.2), royalty-bearing, worldwide license, under the Licensed Patents to make, have made, use, import, sell, and offer for sale Licensed Products solely in the Field, including, for the avoidance of doubt, the right to conduct research and development.

  • Sublicense to Use the Xxxxxxx Trademarks As exclusive licensee of the rights to use and sublicense the use of the "Xxxxxxx," "Xxxxxxx Xxxxxx Investments, Inc." and "Xxxxxxx, Xxxxxxx & Xxxxx, Inc." trademarks (together, the "Xxxxxxx Marks"), you hereby grant the Trust a nonexclusive right and sublicense to use (i) the "Xxxxxxx" name and xxxx as part of the Trust's name (the "Fund Name"), and (ii) the Xxxxxxx Marks in connection with the Trust's investment products and services, in each case only for so long as this Agreement, any other investment management agreement between you and the Trust, or any extension, renewal or amendment hereof or thereof remains in effect, and only for so long as you are a licensee of the Xxxxxxx Marks, provided however, that you agree to use your best efforts to maintain your license to use and sublicense the Xxxxxxx Marks. The Trust agrees that it shall have no right to sublicense or assign rights to use the Xxxxxxx Marks, shall acquire no interest in the Xxxxxxx Marks other than the rights granted herein, that all of the Trust's uses of the Xxxxxxx Marks shall inure to the benefit of Xxxxxxx Trust Company as owner and licensor of the Xxxxxxx Marks (the "Trademark Owner"), and that the Trust shall not challenge the validity of the Xxxxxxx Marks or the Trademark Owner's ownership thereof. The Trust further agrees that all services and products it offers in connection with the Xxxxxxx Marks shall meet commercially reasonable standards of quality, as may be determined by you or the Trademark Owner from time to time, provided that you acknowledge that the services and products the Trust rendered during the one-year period preceding the date of this Agreement are acceptable. At your reasonable request, the Trust shall cooperate with you and the Trademark Owner and shall execute and deliver any and all documents necessary to maintain and protect (including but not limited to in connection with any trademark infringement action) the Xxxxxxx Marks and/or enter the Trust as a registered user thereof. At such time as this Agreement or any other investment management agreement shall no longer be in effect between you (or your successor) and the Trust, or you no longer are a licensee of the Xxxxxxx Marks, the Trust shall (to the extent that, and as soon as, it lawfully can) cease to use the Fund Name or any other name indicating that it is advised by, managed by or otherwise connected with you (or any organization which shall have succeeded to your business as investment manager) or the Trademark Owner. In no event shall the Trust use the Xxxxxxx Marks or any other name or xxxx confusingly similar thereto (including, but not limited to, any name or xxxx that includes the name "Xxxxxxx") if this Agreement or any other investment advisory agreement between you (or your successor) and the Fund is terminated.

  • License Grants Subject to the terms of this Agreement, M.I.T. hereby grants to COMPANY and its AFFILIATES for the TERM a royalty-bearing license under the PATENT RIGHTS to develop, make, have made, use, sell, offer to sell, lease, and import LICENSED PRODUCTS in the FIELD in the TERRITORY and to develop and perform LICENSED PROCESSES in the FIELD in the TERRITORY.

  • Termination of License Agreement Without limiting the generality of the foregoing, in the event that the License Agreement is terminated in accordance with its terms, this Agreement, including without limitation any Purchase Order(s) or Project Work Orders then-in-effect, shall automatically terminate in its entirety as of the effective date of termination of the License Agreement.

  • Exclusivity of Services The Subadviser shall devote its best efforts and such time as it deems necessary to provide prompt and expert service to Client and the Fund. The services of Subadviser to be provided hereunder are not to be deemed exclusive and Subadviser shall be free to provide similar services for its own account and the accounts of other persons and to receive compensation for such services. Client acknowledges that Subadviser and its Affiliates and Subadviser's other clients may at any time, have, acquire, increase, decrease or dispose of positions in the same investments which are at the same time being held, acquired for or disposed of under this Agreement for the Fund. Subadviser shall have no obligation to acquire or dispose of a position in any investment pursuant to this Agreement simply because Subadviser, its directors, members, Affiliates or employees invest in such a position for its or their own accounts or for the account of another client.

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