Licensor Consent Sample Clauses

Licensor Consent. Unless otherwise stated, whenever consent, approval, or direction by Licensor is required under the terms herein, all such consent, approval, or direction must be in writing. The Township Superintendent, or a person designated by the Township Superintendent, is authorized to give any needed consents, approvals or direction.
Sample 1
AutoNDA by SimpleDocs
Licensor Consent. Samsung’s rights and licenses under the Agreement to the Unidym In-Licensed Patents licensed by *** (the “*** In-Licensed Patents”) are subject to the terms set forth in the *** In-Licensor Consent attached as Exhibit G, and changes to certain terms in the Agreement as set forth below.
Sample 1
Licensor Consent. Licensor shall respond to Licensee’s written request for consent hereunder within thirty (30) days after Licensor’s receipt of the written request from Licensee. Any attempted Transfer without such consent (except where such consent is not required as stated otherwise in Paragraph 9.a) shall be void and shall constitute a material default and breach of this Agreement. Licensee’s written request for Licensor’s consent shall include, and Licensor’s thirty (30) day response period referred to above shall not commence, unless and until Licensor has received from Licensee, all of the following information: (i) financial statement for the proposed assignee, (ii) a detailed description of the business the assignee intends to operate at the Premises,
Sample 1
Licensor Consent. Unless otherwise stated, whenever consent, approval or direction by Licensor is required under the terms contained herein, all such consent, approval or direction must be in writing from the Director of PPR or a person designated in writing by the Director.
Sample 1
Licensor Consent. Notwithstanding any rights granted or retained under Section 1.1 above, Licensee shall be prohibited from sublicensing any rights granted hereunder, whether through one or multiple tiers of sublicense, and shall have no right to make or have made any Licensed Products in the Territory, without the prior written consent of SureBeam.
Sample 1
Licensor Consent. In connection with Licensee’s refinance or replacement of, or amendment or modification to, the Loan and Security Agreement among Licensee, M&T Bank and certain other entities dated as of August 31, 2009 (and as replaced, amended or modified throughout the term of this Agreement) and upon Licensee’s request, Licensor will execute and deliver to Licensee, in favor of M&T Bank or such other replacement lenders, a Licensor Consent Agreement in the form, non-substantive, non-material changes excepted, executed and delivered by Licensor pursuant to Section 9.22.2 above.
Sample 1
Licensor Consent. The Licensor shall have consented to the sale of the Property, and the Purchaser and the Licensor shall have arranged for the assignment and assumption of the Franchise Agreement or the termination of the existing Franchise Agreement and the replacement thereof with a new franchise agreement to which the Purchaser is a party. The Purchaser will use commercially reasonable efforts to obtain such assignment or new franchise agreement and shall pay all costs and expenses associated therewith. The Seller shall assist the Purchaser in respect thereto, but shall not be responsible for any costs or expenses.
Sample 1
AutoNDA by SimpleDocs
Licensor Consent. The Licensor shall have consented to the sale of the Property, and the Purchaser and the Licensor shall have arranged for the assignment and assumption of the Franchise Agreement or the termination of the existing Franchise Agreement and the replacement thereof with a new franchise agreement to which the Purchaser is a party. The Purchaser shall use best efforts to obtain approval of such assignment or new franchise agreement, prior to the expiration of the Study Period, and shall pay all costs and expenses associated therewith. The Seller shall assist the Purchaser in respect thereto, but shall not be responsible for any costs or expenses. In the event the Purchaser is not approved by the Licensor prior to the Closing Date set forth in Section 6.1, then the Purchaser may (i) elect to close the transaction as contemplated in this Agreement, or (ii) elect not to close the transaction as contemplated in this Agreement. If the Purchaser elects not to close the transaction as set forth in (ii) of this section, the Deposit shall be returned to the Purchaser. Notwithstanding the foregoing, if the Licensor does not consent to the assignment and assumption of the Franchise Agreement or the termination of the existing Franchise Agreement and the replacement thereof with a new franchise agreement to which the Purchaser is a party solely due to (1) failure by the Purchaser to use best efforts to obtain approval of such assignment or new franchise agreement prior to Closing or (2) a default by the Purchaser under any franchise agreement with the Licensor for any other property owned by the Purchaser, then if the Purchaser elects not to close the transaction as set forth in (ii) of this section, the Deposit shall be paid to the Seller.
Sample 1

Related to Licensor Consent

  • Prior Consent You will not accept for payment by Card any amount representing a deposit or partial payment for goods or services to be delivered in the future without the prior written consent of Processor. The acceptance of a Card for payment or partial payment of goods or services to be delivered in the future without prior consent will be deemed to be a breach of this Agreement and cause for immediate termination in addition to any other remedies available under the Laws or Rules.

  • License Agreement The Trust shall have the non-exclusive right to use the name "Invesco" to designate any current or future series of shares only so long as Invesco Advisers, Inc. serves as investment manager or adviser to the Trust with respect to such series of shares.

  • Waiver; Consent This Agreement may not be changed, amended, terminated, augmented, rescinded or discharged (other than in accordance with its terms), in whole or in part, except by a writing executed by the parties hereto. No waiver of any of the provisions or conditions of this Agreement or any of the rights of a party hereto shall be effective or binding unless such waiver shall be in writing and signed by the party claimed to have given or consented thereto. Except to the extent otherwise agreed in writing, no waiver of any term, condition or other provision of this Agreement, or any breach thereof shall be deemed to be a waiver of any other term, condition or provision or any breach thereof, or any subsequent breach of the same term, condition or provision, nor shall any forbearance to seek a remedy for any noncompliance or breach be deemed to be a waiver of a party’s rights and remedies with respect to such noncompliance or breach.

  • Developer License We grant you a non-assignable, non-sublicensable, non-exclusive, worldwide right and license for the number of Developer(s) indicated in the Order Form to install the Software on any number of Machines in order to internally use the Software to create, develop and test Applications. For clarity, a single Software license may be re-allocated to another Developer in the event that the original Developer is no longer employed by you or has been assigned to a new role where access to the Software will no longer be required on a permanent basis.

  • Sublicense SONY shall be permitted to sublicense the rights ---------- granted in Section 2.1 only to: (a) wholly-owned subsidiaries of SONY; provided that SONY shall promptly notify LEXAR in writing of sublicenses granted to subsidiaries and SONY shall acknowledge responsibility for such subsidiary's compliance with the terms of this Lexar Technology License Agreement; and (b) any parties for the manufacture, use, offer for sale, import and sale of Host Devices and any components of Host Devices, provided that such third parties shall only be sublicensed under LEXAR Intellectual Property Rights for that portion of a Host Device or of any component of a Host Device that communicates directly with a Licensed Memory Stick. SONY's sublicense rights under this Section 2.2(b) shall be contingent upon SONY entering into a written agreement with each sublicensee in the form of Exhibit C. SONY will provide LEXAR with a copy of each such --------- sublicense agreement immediately after execution thereof. Nothing in this Agreement shall be construed as permitting SONY to reveal LEXAR Confidential Information, as such term is defined in Section 6, to sublicensees under this Section 2.2(b). In the event that SONY determines that the Memory Stick Specification contains LEXAR Confidential Information, LEXAR and SONY agree to negotiate in good faith additional specific provisions to the form sublicensee agreement to sufficiently protect LEXAR's Confidential Information. LEXAR and SONY acknowledge that in the course of these negotiations, the parties' mutual interest in making the Host Device manufacturing license available as broadly as possible should be weighed against the importance of protecting LEXAR's Confidential Information. Sublicensees under this Section 2.2 shall not have the right to sublicense the rights granted under this agreement. * Material has been omitted and filed separately with the Commission.

  • End User License Agreement This work is licensed under a Creative Commons Attribution-NonCommercial-NoDerivs 3.0 Unported License. xxxx://xxxxxxxxxxxxxxx.xxx/licenses/by-nc-nd/3.0/ You are free to: Share: to copy, distribute and transmit the work Under the following conditions: Attribution: You must attribute the work in the manner specified by the author (but not in any way that suggests that they endorse you or your use of the work).

  • Software License Agreement 1) Customers acquiring software licenses under the Contract shall hold, use and operate such software subject to compliance with the Software License Agreement set forth in Appendix D of this Contract. No changes to the Software License Agreement terms and conditions may be made unless previously agreed to between Vendor and DIR. Customers may not add, delete or alter any of the language in Appendix D; provided however, that a Customer and Vendor may agree to additional terms and conditions that do not diminish a term or condition in the Software License Agreement, or in any manner lessen the rights or protections of Customer or the responsibilities or liabilities of Vendor. Order Fulfiller shall make the Software License Agreement terms and conditions available to all Customers at all times. 2) Compliance with the Software License Agreement is the responsibility of the Customer. DIR shall not be responsible for any Customer’s compliance with the Software License Agreement. If DIR purchases software licenses for its own use under this Contract, it shall be responsible for its compliance with the Software License Agreement terms and conditions.

  • Server License We grant you a non-assignable, non-sublicensable, non-exclusive, worldwide right and license to internally use and install the Software on the number of Server(s) listed in the Order Form for Commercial purposes. Unless stated otherwise in the Order Form, for the purposes of this license grant, you may install the Software on one (1) Machine as a substitute for, and not in addition to, one (1) Server. The total count of Server(s) where the Software is installed must not exceed the number of licenses purchased on the applicable Order Form(s).

  • Consent Rights (a) For so long as the Berkshire Investor and its Affiliates collectively beneficially own at least 5% of the outstanding shares of Common Stock, the following actions by the Company or any of its Subsidiaries shall require the approval, in addition to the Board’s approval (or the approval of the required governing body of any Subsidiary of the Company), of the Berkshire Investor: (i) any redemption, acquisition or other purchase of any shares of Equity Securities (a “Repurchase”) from the KKR Investor or any of its Affiliates other than on a pro rata basis; and (ii) any other transaction with or involving the KKR Investor or any of its Affiliates, other than (A) a Transfer to a Permitted Transferee, (B) transactions pursuant to any agreement in effect on the Closing Date, including, without limitation, the Registration Rights Agreement and the Indemnification Agreement, and any amendment, termination or material waiver under such agreements, (C) customary indemnification agreements with Directors, (D) transactions with Capstone Consulting LLC and its Subsidiaries for services rendered to the Company or its Subsidiaries (other than issuances of Equity Securities or capital stock or other securities of any direct or indirect Subsidiary of the Company to Capstone Consulting LLC or its Subsidiaries not made in compliance with the terms of this Agreement), (E) transactions with KKR Capital Markets LLC for services rendered to the Company or its Subsidiaries (other than issuances of Equity Securities or capital stock or other securities of any direct or indirect Subsidiary of the Company to KKR Capital Markets LLC not made in compliance with the terms of this Agreement), and (F) any transaction or series of related transactions in the ordinary course of business and on arms-length third-party terms and not involving amounts in excess of $5 million per annum. (b) For so long as the KKR Investor and its Affiliates collectively beneficially own at least 25% of the outstanding shares of Common Stock, the following actions by the Company or any of its Subsidiaries shall require the approval, in addition to any approval by the stockholders of the Company or the Board’s approval (or the approval of the required governing body of any Subsidiary of the Company), of the KKR Investor: (i) entering into or effecting a Change in Control; (ii) entering into any agreement providing for the acquisition or divestiture of assets or equity security of any Person, in each case providing for aggregate consideration in excess of $25 million; (iii) entering into any joint venture or similar business alliance having a fair market value as of the date of formation thereof (as reasonably determined by the Board) in excess of $25 million; (iv) initiating a voluntary liquidation, dissolution, receivership, bankruptcy or other insolvency proceeding involving the Company or any Subsidiary of the Company that is a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X under the Exchange Act; (v) any material change in the nature of the business of the Company and its Subsidiaries, taken as a whole; (vi) a Repurchase other than (x) open market Repurchases made pursuant to a share repurchase plan approved by the Board or (y) Repurchases in accordance with any existing compensation plan of the Company or any Subsidiary of the Company or a Repurchase from an employee in connection with such employee’s termination of employment with the Company or any Subsidiary of the Company or otherwise in accordance with such employee’s management stockholder’s agreement with the Company; (vii) the incurrence of indebtedness for borrowed money (including through the issuance of debt securities or the guarantee of indebtedness of another Person) in an aggregate principal amount in excess of $50 million in any transaction or series of related transactions, other than borrowings under the Company’s revolving credit facility (or amendments, extensions, or replacements thereof); (viii) terminating the employment of the Chief Executive Officer of the Company or hiring a new Chief Executive Officer of the Company; (ix) subject to Section 2.1, any increase or decrease in the size or composition of the Board, committees of the Board, and boards and committees of Subsidiaries of the Company; and (x) any transaction with or involving any Affiliate of the Company (other than the KKR Investor and its Affiliates), other than (A) a Transfer to a Permitted Transferee, (B) transactions pursuant to any agreement in effect on the Closing Date, including, without limitation, the Registration Rights Agreement and the Indemnification Agreement, and any amendment, termination or material waiver under such agreements, (C) customary indemnification agreements with Directors, (D) transactions permitted by Section 2.3(b)(vi)(y) above and other customary compensation arrangements with employees of the Company; and (E) any transaction or series of related transactions in the ordinary course of business and on arms-length third-party terms and not involving amounts in excess of $5 million per annum.

  • Termination of License Agreement This Agreement will terminate automatically in the event that the License Agreement is terminated, provided that prior to such termination of this Agreement becoming effective, the Parties shall cooperate to wind down the activities being conducted hereunder as set forth in Section 15.5(b).

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!