Licensor Obligations Sample Clauses

Licensor Obligations. Each of Licensor and the Additional Parties shall provide, and shall cause each of their respective controlled Affiliates to provide, at Licensee’s cost and expense, any authorizations and powers of attorney as requested by Licensee in order for Licensee to take the actions contemplated by this Section 5.04(a), including to maintain the Licensed Patents, prosecute any applications included therein for registration and to opt-out from the exclusive competence of the European Unified Patent Court and to withdraw from any such opt-out.

Licensor Obligations. The Licensor shall indemnify the Commonwealth against all third-party claims, suits, demands, losses, damages, costs, and expenses, including without limitation, litigation expenses, attorneys' fees, and liabilities, arising out of or in connection with any activities performed by the Licensor or its employees and agents that are related to this Agreement, as determined by the Commonwealth in its sole discretion.

Licensor Obligations. Licensor shall (a) fully perform all obligations and discharge all liabilities under any licenses, sublicenses and other agreements included in or otherwise affecting the LMT Technology (including without limitation wherever there is a reference in this Section 4.3 to agreements “affecting” the LMT Technology, all obligations under the Apple Agreement (and all instruments or agreements entered in to by Licensor pursuant to or in connection with the Apple Agreement) as and when the same are to be performed; (b) without limiting the generality of the foregoing, pay, prior to delinquency, all insurance premiums, taxes, charges, liens and assessments against the LMT Technology and all amounts that become due and payable under any trade secrets, licenses, sublicenses and other agreements included in or otherwise affecting the LMT Technology; (c) promptly upon written request of Licensee, request and provide copies of invoices or a report from the annuity paying service with respect to payments described in the preceding clause (b) and notice of any payments made pursuant to this Section 4.3, and provide copies of documents as may be reasonably necessary or advisable to confirm that Licensor has performed the obligations set forth in this Section 4.3; (d) promptly following receipt thereof, deliver copies of all notices alleging any breach or default under or asserting any adverse claim in respect of any trade secrets, licenses, sublicenses and other agreements included in or otherwise affecting the LMT Technology; and (e) upon written request from Licensee, provide Licensee with reasonably detailed reports and copies of documents as may be reasonably necessary or advisable to confirm that Licensor has performed the foregoing obligations. Licensor hereby irrevocably appoints Licensee as its true attorney in fact to perform (at Licensor’s expense) any of the following powers, which are coupled with an interest, and may be exercised from time to time by Licensee’s officers and employees, or any of them, to perform any obligations of Licensor under this Section 4.3, in Licensor’s name or otherwise, including without limitation obligations under the Apple Agreement and all instruments or agreements entered into by Licensor pursuant to or in connection with the Apple Agreement. For avoidance of doubt, Licensee shall have no obligation hereunder to exercise the rights granted pursuant to the preceding sentence.

Licensor Obligations. Licensor shall not without the express written consent of Licensee, for any reason or at any time either during or subsequent to the term of this Agreement, disclose to third parties other than to their financial and legal advisors information about the sales, profits and business affairs of Licensee they receive access to in connection with this Agreement.

Licensor Obligations. Licensor shall have the right to prepare, file, prosecute, maintain and defend each of the Patents. Licensor shall have the right to maintain and defend the Licensed Technology other than the Patents. Licensor shall consult with Licensee on such matters from time to time on Licensee’s reasonable request.

Licensor Obligations. In the event infoUSA informs Licensor that there is a problem or mistake with the Licensed Data, Licensor shall repair or replace the defective Licensed Data.

Licensor Obligations. 7.1. The Licensor warrants that it has the power and authority to enter into this agreement and to grant the rights contained herein and that it is the owner or the lawful licensee of the Licensed Materials and that they do not infringe any copyright patent trademark or any other proprietary right of any third party. The Licensor shall indemnify and hold the Licensee harmless from and against any loss, damage, costs, liability and expenses (including reasonable legal and professional fees) arising out of any legal action taken against the Licensee claiming actual or alleged infringement of such rights. This indemnity shall survive the termination of this License for any reason. This indemnity shall not apply if the Licensee has amended the Licensed Materials in any way not permitted by this License 7.2. The Licensor shall; 7.2.1. Make the Licensed Materials available to the Licensee and Authorised Users via the Licensors platform in format and method described in Schedule 1 7.2.2. Make the Licensed Material available as described in Schedule 1 for twenty fours hours a day save for routine maintenance which the Licensor shall insofar as possible notify the Licensee in advance 7.2.3. Restore access to the Licensed Material as soon as possible in the event of an outage, interruption or suspension of the service. 7.2.4. Offer reasonable levels of customer continuing support to assist the Licensee in use of the Licensed Materials. Licensor will make personnel available during normal business hours in Northampton Massachusetts USA or Cheltenham, United Kingdom for feedback problem solving or general questions from the Participating Library representatives. 7.2.5. The Licensor reserves the right at any time to withdraw from the Licensed Materials any item or part of an item for which it no longer retains the right to publish, or which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful or otherwise objectionable. The Licensor shall give written notice to the Licensee of such withdrawal.

Licensor Obligations. (i) LICENSOR shall have sole responsibility for maintaining, repairing and replacing the Site and Tower (or shall cause the Owner to maintain if required under the Prime Lease). LICENSOR shall keep and maintain the Site and Tower in good condition and repair, and such maintenance duties shall include, as applicable and without limitation, weed remediation, tree trimming and overall upkeep of the Site. At its sole cost and expense, and subject to the provisions of the Prime Lease, LICENSOR shall keep and maintain all access roadways from the nearest public roadway to the Premises in good condition and repair and in a manner sufficient to allow pedestrian and vehicular access at all times, including, as applicable and without limitation, repaving, gravel replacement, mud removal, snow plowing. In the event LICENSEE requires access to a Site, and LICENSOR fails to perform or cause to be performed any of its maintenance obligations under this MLA within forty eight (48) hours after its receipt of telephonic or e-mail notice from LICENSEE, LICENSEE shall have the right, but not the duty, to perform any such maintenance obligations, and LICENSOR shall reimburse LICENSEE for all costs and expenses reasonably incurred as a result thereof within sixty (60) days following LICENSOR’s receipt of an invoice therefor. (ii) LICENSOR shall keep the Site and Tower, excluding the Antenna Facilities, in compliance with all applicable federal, state and local laws, rules and regulations. Without limiting the foregoing, LICENSOR shall comply with all rules, regulations and orders of the FCC with regard to the lighting, marking and painting of towers. LICENSEE will have no responsibility to maintain or repair the Site or Tower or to ensure that the Tower complies with applicable federal, state, county or local laws. LICENSOR warrants that it possesses all federal, state and local permits necessary to operate the Tower. (iii) In the event of an active bird nest on the Tower, LICENSOR shall take all reasonable efforts to mitigate impact to LICENSEE’S access, use and operation at the Premises. LICENSOR shall not restrict or prohibit access to the Tower or LICENSEE’S equipment due to any inactive bird nest. In the event an inactive bird nest physically impedes LICENSEE’s ability to perform work at a Site, to the fullest extent possible under applicable law, LICENSOR shall promptly remove inactive bird nests and nesting material from the Tower or from any appurtenance. If LICENSOR f...

Licensor Obligations. 5.1 To ensure Licensee can maintain consistency with Licensor’s depiction of the Trademarks and Copyrights, Licensor shall, within 10 days of any request from Licensee, provide Licensee with: (a) access to the Trademarks and Copyrights, in such electronic format as Licensee may reasonably request in order for it to perform its obligations under this Agreement; and (b) samples of packaging, promotional materials or any other materials that display the Trademarks and Copyrights.

Licensor Obligations. (a) Licensor or its agent shall calculate and provide to Licensee, as reasonably necessary during the Term, the Indices calculations and constituent data in accordance with the parameters for such calculations established by Licensor from time to time. In addition, Licensor shall provide Licensee with timely notification and information regarding changes to the Indices consistent with Licensor’ then current procedures, which procedures may be modified by Licensor. Licensor shall use reasonable efforts to notify Licensee prior to making any material change to the Indices. (b) Licensor may, during the Term and in its sole discretion, discontinue the publication of the Indices by giving Licensee prior written notice of any such discontinuance (“Notice of Discontinuance”). When providing a Notice of Discontinuance to Licensee, Licensor shall state in such Notice of Discontinuance whether it intends to provide replacement Indices or whether it is terminating the Agreement effective after ninety (90) days from the date of the Notice of Discontinuance. In the event that the Notice of Discontinuance states that Licensor intends to provide a replacement Indices, Licensee shall notify Licensor within ninety (90) days from the date of the Notice of Discontinuance whether it wishes to replace the Indices with a replacement Indices under this Agreement. (d) Licensor shall not, and is in no way obliged to, engage in any marketing or promotional activities in connection with the Funds or in making any representation or statement to investors or prospective investors in connection with the promotion by Licensee of the Funds.