Licensor not Liable Sample Clauses

Licensor not Liable. All personal property of Licensee in the Licensed Premises shall be at the sole risk and hazard of Licensee and if the whole or any part thereof shall be lost, destroyed or damaged by fire, theft or otherwise, no part of said loss or damage is to be charged to or borne by Licensor, and Licensee agrees to defend and hold Licensor harmless from and against any and all liabilities, obligations, penalties, claims, costs, charges and expenses, including, but not limited to, reasonable attorneys' fees, based upon or arising out of the foregoing. In no event shall any stockholder, officer, director, partner, member, employee or agent of Licensor have any liability hereunder, and Licensee shall not seek personal recourse against any such parties or their personal assets.
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Licensor not Liable. (a) The Licensor shall not be liable either to the Licensee or the Licensee's employees, agents, licensees or invitees in the Building or to any other person who may be in the Building expressly or impliedly with the Licensee's authority for accident happening, or injuries sustained, or for loss of or damage howsoever caused to goods or chattels in the Building or any part thereof.
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Licensor not Liable a. Subject to the subsequent provisions of this Clause, the licensor shall have no liability to the Student for any loss, expense, damage or theft (howsoever arising) arising under or in connection with this Agreement or by virtue of any other act or omission of the Residences Management or any member thereof.
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Licensor not Liable. The Licensee occupies the Licensed Area at its own risk and the Licensor is not responsible for, or liable to, the Licensee for any loss or damage to any of the Licensee’s property or any accident, damage or injury occurring to any person or property on or from the Licensed Area.
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Licensor not Liable. As a material part of the consideration for this License Agreement, Licensee hereby waives and agrees to indemnify, defend and hold Licensor, its officers, directors, shareholders, agents and employees entirely harmless from and against any loss, damage, injury, accident, fire or other casualty, liability, claim, cost or expense (including, but not limited to, attorneys' fees and court costs) of any kind or character to any person or property arising from or caused by (i) any use of the Property by Licensee or its Representatives, (ii) any act or omission of Licensee or any of its Representatives, (iii) any bodily injury, property damage, accident, fire, or other casualty on the Property, (iv) any violation or alleged violation by Licensee or its Representatives of any law, ordinance, or regulation now or hereafter enacted, (v) any failure of Licensee to maintain the Property in a safe, decent, and sanitary condition, (vi) any loss or theft whatsoever of any property or anything placed or stored by Licensee or its Representatives on or about the Property, and (vii) any enforcement by Licensor of any provision of this Agreement and any costs of removing Licensee from the Property or restoring the same as provided herein.
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Licensor not Liable. To the fullest extent permitted by law, Licensor shall not be liable or responsible to Licensee (i) for any injury or damage resulting from the acts or omissions of Licensor's employees, trustees, stockholders, officers, directors, beneficiaries, agents, or other parties for whom Licensor is legally responsible, or persons leasing or otherwise occupying any part of the Building; (ii) for any failure of services provided, such as water, gas, electricity, or telephone; or (iii) for any injury or damage to person or property caused by any person, except in each case to the extent caused by the willful misconduct or gross negligence of Licensor or any party for whom Licensor is legally responsible. The obligations of Licensor shall be binding upon the assets of Licensor which comprise the Building and the lot but not upon other assets of Licensor. In no event shall any partner, trustee, stockholder, officer, director, employee, beneficiary or agent of Licensor have any liability hereunder, and Licensee shall not seek personal recourse against any such parties or their personal assets. To the extent that the provisions hereof are
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Licensor not Liable 
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Related to Licensor not Liable

  • Patent License For patent claims including, without limitation, method, process, and apparatus claims which You or Your Affiliates own, control or have the right to grant, now or in the future, You grant to Us a perpetual, worldwide, non-exclusive, transferable, royalty-free, irrevocable patent license, with the right to sublicense these rights to multiple tiers of sublicensees, to make, have made, use, sell, offer for sale, import and otherwise transfer the Contribution and the Contribution in combination with the Material (and portions of such combination). This license is granted only to the extent that the exercise of the licensed rights infringes such patent claims; and provided that this license is conditioned upon compliance with Section 2.3.

  • Patent Licenses (a) Upon payment of the applicable fees as set forth in Appendix B3 and subject to the provisions of this Agreement, Lucent hereby grants to Company during the License Term, a personal, non-transferable (except as permitted in Section 5.08) and non-exclusive license (without any right to sublicense) under (a) patents and/or patent applications listed in Appendix C, (b) patents on sole inventions (as defined in Section 2.03(a) owned by Lucent, to (i) perform the Development Project during the Development Period, and (ii) to make, have made, use, lease, sell, offer to sell and import Licensed Product.

  • Infringement of Third Party Patents (a) If a third party asserts that a patent or other proprietary right owned by it is infringed by the manufacture, use, importation, offer for sale or sale of a Licensed Product in the Field and in the Territory and such alleged infringement arises in whole or in part from Alcon's use of the Pharmacyclics Technology (a "Claim"), the Party against whom such a Claim was asserted shall immediately provide the other Party notice of such Claim and the related facts in reasonable detail. Unless it is mutually agreed that the Parties should proceed jointly in defending such an action, the Party sued shall defend such action. The other Party shall cooperate in connection therewith and shall have the right to be represented separately by counsel of its own choice, at its own expense. The entity (whether Pharmacyclics or Alcon) that controls the defense of such a Claim with respect to the Licensed Product in the Field and in the Territory shall also have the right to control settlement of such Claim; provided, however, that no settlement shall be entered into without the consent of the other Party. To the extent that any of the costs set forth in clauses (i), (ii) or (iii) of this sentence are attributable to infringement arising from Alcon's use of the Pharmacyclics Technology, Alcon shall have the right to deduct from and offset against royalties otherwise payable to Pharmacyclics under Section 4.4(a), the following: (i) all litigation costs related to such Claim; (ii) any money damages paid by Alcon or its Affiliates pursuant to any judgment or settlement resulting from such Claim; and (iii) any royalty that Alcon and/or its Affiliates and sublicensees are required to pay to a third party in settlement of such Claim in order to continue to exercise Alcon's license rights as set forth in this Agreement. Notwithstanding the foregoing, in no event shall royalties owed Pharmacyclics under Section 4.4(a) be reduced by more than (*) in any given royalty period.

  • PATENT LICENSE AGREEMENT EXCLUSIVE PHS and Licensee agree as follows:

  • No Infringement of Third Party IP Rights The Company has never infringed (directly, contributorily, by inducement or otherwise), misappropriated or otherwise violated or made unlawful use of any Intellectual Property Right of any other Person. No Owned Company Software and, to the Knowledge of the Company, no Licensed Company Software infringes, violates or makes unlawful use of any Intellectual Property Right of, or contains any Intellectual Property misappropriated from, any other Person. Without limiting the generality of the foregoing:

  • Sublicensing Licensee shall have the right to grant sublicenses or to assign any or all of the rights granted hereunder only to an entity which has been approved in writing by CSMC (each, “Permitted Sublicensee”). Any such Permitted Sublicensee shall be subject in all respects to the provisions contained in this Agreement and Licensee will remain primarily liable to CSMC for, and shall be responsible for monitoring and enforcing, performance of all of Licensee’s obligations hereunder by any such Permitted Sublicensee. Without limiting the generality of the foregoing, as an express condition of any such sublicense, any such Permitted Sublicensee shall be required to agree in writing to be bound by commercially reasonable reporting and record keeping, indemnification and inspection provisions, and the applicable provisions of this Agreement, including, without limitation, those pertaining to the use of CSMC’s name and marks, indemnification of CSMC and the use of CSMC’s Confidential Information. Permitted Sublicensees may not further sublicense without CSMC’s prior written consent, which consent shall not be unreasonably withheld. Licensee shall promptly forward to CSMC a copy of any and all fully executed sublicense agreements, any subsequent amendments, and all copies of Permitted Sublicensees’ profit sharing or royalty reports, in no event more than thirty (30) days following execution or receipt thereof, as applicable. Licensee shall also keep CSMC reasonably informed with respect to the progress of any relations entered into with any Permitted Sublicensees. If Licensee shall conduct one or more audits of its Permitted Sublicensees hereunder during the term hereof, Licensee shall provide copies of all audit reports to CSMC on a timely basis. The covenants pertaining to the use of CSMC’s name and marks, the indemnification of CSMC and the use of CSMC’s Confidential Information in any sublicense or assignment shall run for the benefit of CSMC, who shall be expressly stated as being a third-party beneficiary thereof with respect to the covenants set forth in this Agreement. Licensee understands and agrees that none of its permitted sublicenses hereunder shall reduce in any manner any of its obligations set forth in this Agreement.

  • Sublicense (a) The license granted in Paragraph 2.1 includes the right of LICENSEE to grant Sublicenses to third parties during the Term but only for as long as the license to Patent Rights is exclusive.

  • Infringement of Third Party Rights Each Party shall promptly notify the other in writing of any allegation by a Third Party that the activity of either of the Parties hereunder infringes or may infringe the intellectual property rights of such Third Party. Genentech shall have the first right but not the obligation to control any defense of any such claim involving alleged infringement of Third Party rights by Genentech’s activities under this Agreement at its own expense and by counsel of its own choice, and Curis shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. If Genentech fails to proceed in a timely fashion with regard to such defense, Curis shall have the right but not the obligation to control any such defense of such claim at its own expense and by counsel of its own choice, and Genentech shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. Curis shall have the first right but not the obligation to control any defense of any such claim involving alleged infringement of Third Party rights by Curis’ activities under this Agreement at its own expense and by counsel of its own choice, and Genentech shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. If Curis fails to proceed in a timely fashion with regard to such defense, Genentech shall have the right but not the obligation to control any such defense of such claim at its own expense and by counsel of its own choice, and Curis shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. Neither Party shall have the right to settle any infringement action under this Section 10.5 in a manner that diminishes the rights or interests of the other Party hereunder without the consent of such Party.

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