Licensor's Obligation. (a) Each Licensor shall be obligated to make a total of two personal appearances (which may be in the form of a photo shoot or press conference), each of which appearance shall last no longer than one hour for each Licensor. Any additional participation is at the sole discretion of each Licensor. Licensors shall further furnish Licensee with sufficient information about the Licensors' schedule to allow Licensee to adequately plan its promotions and sales programs. Any and all publicity regarding the Products shall be issued only by Licensee. Licensors shall not be shown in uniform without the express written consent of Major League Baseball.
(b) Licensee agrees the personal appearances by Licensors shall be at or in the vicinity of the Astrodome and on dates and at times reasonably convenient to Licensors. No appearances shall be scheduled on off-days. Licensee agrees to provide desired appearance dates as much in advance as is reasonably possible. Licensee and Licensors shall cooperate in good faith and use their best respective efforts to select mutually agreeable dates and times for rendition of Licensors' obligations under this Agreement. In the event of a schedule conflict, Licensors will advise Licensee of the earliest possible date on which Licensors can render their obligations hereunder without conflicting with prior bona fide commitments.
Licensor's Obligation. Licensor shall provide Xxxx Xxxxxxxxx who shall supply the Licensed Subject Matter for a one-hour photo shoot and a press conference appearance (the photoshoot and press conference to be scheduled at a time when Xxxx Xxxxxxxxx is available given his baseball and family schedule), which will last no longer than one hour. Any additional participation is at the sole discretion of Licensor. Licensor shall further furnish Licensee with sufficient information about Xxxx Xxxxxxxxx' schedule to allow Licensee to adequately plan its promotions and sales programs. Any and all publicity regarding the Products shall be issued only by Licensee. Licensor shall not be shown in uniform without the express written consent of MLB.
Licensor's Obligation. Licensor agrees to be available for one (1) personal appearance on behalf of the Licensee for the purposes of participating in a promotional press conference (the "Personal Appearance"). The Personal Appearance shall last no longer than two (2) hours, and shall take place in Miami, Florida at a date and time, and location compatible with Licensor's schedule and which is mutually convenient to Licensor and Licensee. The Personal Appearance shall be subject to Licensor's professional commitments. Licensee shall provide first-class round-trip limousine transportation in connection with the Personal Appearance. Failure to attend the Personal Appearance by Licensor due to any professional commitments shall not be deemed to be a breach of this agreement, including instances wherein Licensor's professional commitments arise after the scheduling of the Personal Appearance, provided however, that Licensor and Licensee reschedules the Personal Appearance at a mutually agreeable date, time, and location, subject to Licensor's professional commitments. In all such cases, Licensor shall bear no costs whatsoever, including by way of example, reliance costs of Licensee, for the Personal Appearance. Licensor shall make a good faith effort to furnish Licensee with sufficient information about the Licensor's schedule so that Licensee may adequately prepare its promotions and sales programs. Any and all publicity regarding the Product shall be issued only by Licensee.
Licensor's Obligation. Licensor shall provide Xx. Xxxxx X. Bonds who shall supply the Licensed Subject Matter for a one-hour photo shoot and a press conference appearance in San Francisco, California (the photoshoot and press conference to be scheduled at a time when Xx. Xxxxx X. Bonds is available given his baseball and family schedule), which will last no longer than one hour. Any additional participation is at the sole discretion of Licensor. Licensor shall further furnish Licensee with sufficient information about Xx. Xxxxx X. Bonds' schedule to allow Licensee to adequately plan its promotions and sales programs. Any and all publicity regarding the Products shall be issued only by Licensee. Licensor shall not be shown in uniform without the express written consent of MLB.
Licensor's Obligation. Licensor shall supply the Licensed Subject Matter and press conference appearance, which will last no longer than one hour. Press conference will be held in the city of Chicago on a mutually agreeable date and location. Any additional participation is at the sole discretion of Licensor. If the Licensee requests further participation by Licensor, Licensee shall provide first class airline tickets, accommodations and travel for Xxxxx Xxxx and a guest for any appearances outside a fifty (50) mile radius from Chicago, as well as additional reasonable compensation to be determined based on the additional requested appearances). Licensor shall further furnish Licensee with sufficient information about the Licensor's schedule to allow Licensee to adequately plan its promotions and sales programs. Any and all publicity regarding the Products shall be issued only by Licensee. Licensor shall not be shown in uniform without the express written consent of MLB. Licensor shall source, purchase, design and print all related merchandise for back panel and other promotional materials to be supplied to fulfillment house.
Licensor's Obligation. Licensor will personally autograph 25 flat cereal boxes for Licensee to use as promotional giveaways, not to be used for resale.
Licensor's Obligation. Licensor shall indemnify, defend and hold Reseller --------------------- harmless from and against any claim, suit or proceeding brought against Reseller in so far as it is based on a claim that the Software delivered hereunder constitutes an infringement of any United States, Canadian. European Commission or Japanese Intellectual Property Rights (an "Infringement Claim"), so long as Licensor is notified promptly in writing ------------------ by Reseller as to any such action and is given full authority, information and reasonable assistance (at Licensor's expense) for the defense and settlement thereof (each a "Qualifying Claim"). In addition to Licensor's obligation to defend, Licensor shall pay all damages and costs (including reasonable attorney's fees). Licensor shall not be responsible for any compromise made without its consent. Should the use or distribution of the Software by Reseller or its customers be enjoined, or in the event Licensor wishes to minimize its potential liability hereunder, Licensor may at Licensor's sole option and expense (i) obtain a license for Reseller, to continue the use and distribution of the infringing Software licensed hereunder, or (ii) replace or modify the infringing Software so as to be substantially functionally equivalent to the infringing Software but non-infringing; provided, however that if Licensor is unable to achieve (i) or (ii) above after exercising reasonable efforts for a period not less than one hundred eighty (180) days and Reseller has elected to cease distributing the Software, Licensor may terminate this Agreement. If it reasonably appears that the liability of Licensor under this paragraph may exceed or has exceeded the cumulative liability limit specified in Section 14.1, then Licensor shall relinquish the sole control of the defense and/or settlement with respect to the actual or alleged infringement covered by this paragraph and Reseller shall have the right to obtain sole control, except that Licensor may retain some partial control as reasonably agreed by the parties. Subject always to the cumulative liability limit specified in Section 14.1, Licensor shall continue to have the obligation to promptly pay the costs and expenses of the defense of an indemnified claim hereunder, including but not limited to reasonable attorneys' fees and all other related costs and expenses reasonably incurred by Reseller in assuming and maintaining the defense. In such event, Reseller shall not have the right t...
Licensor's Obligation. Except for the proper exercise of any rights granted or reserved under other provisions of this Agreement, Licensor agrees that it shall keep confidential, and shall cause its officers, employees, directors and counsel to keep confidential and shall not publish or otherwise divulge to a Third Party, other than any agents or representatives of Licensor (provided that such agents and representatives are informed of the confidential and proprietary nature of such information and agree in writing to the conditions set forth in this Article VIII; and provided, further, that Licensor shall be responsible for any breach of this Section by such representatives and agents), or use for itself, unless Licensee shall have given its prior written approval, during the Term and for a period of ten (10) years after the end of the Term, any information (and all tangible and intangible embodiments thereof) of a confidential and proprietary nature relating to Licensee's and its Affiliates' business or operations, including non-public information concerning Licensee's products, processes, customers and suppliers and the products and processes of Licensee's customers and suppliers furnished to Licensor by Licensee in connection with this Agreement but excluding Licensed Know-How which is addressed in Section 8.3 below (any of the foregoing, "CONFIDENTIAL LICENSEE INFORMATION"); provided, however, that Licensor shall have the right to disclose any Confidential Licensee Information provided hereunder if such disclosure is necessary (a) in connection with the securing of any governmental approval necessary for the performance by Licensor of any of its obligations hereunder or under any other agreement with Licensee, (b) for the purpose of complying with governmental regulations or (c) by Law or legal process. Licensor shall promptly notify Licensee of Licensor's intent to make any disclosure of Confidential Licensee Information prior to making such disclosure so as to allow Licensee adequate time to take whatever action Licensee may deem to be appropriate to protect the confidentiality of the Confidential Licensee Information and Licensor will cooperate and provide any assistance that the Licensee may reasonably request in connection with the foregoing. For the avoidance of confusion, all information provided by Licensee to Licensor in connection with this Agreement shall be deemed Confidential Licensee Information unless Licensor can demonstrate that such information is availabl...
Licensor's Obligation. Licensor shall, within [ ] after the date hereof, use reasonable efforts to enter into and cause each of Pearl, CTTQ and Genor to enter into a tri-party agreement (each, a “Tri-party Agreement”) with Licensee based on terms and conditions reasonably acceptable to Licensee, pursuant to which, each of Pearl, CTTQ and Genor (i) acknowledges the existence of this Agreement and consents to the terms and conditions hereof; (ii) agrees to provide data, knowhow, materials and other Data Rights directly to Licensee and its affiliates or sublicensees that the Licensee may reasonably request for the development and Commercialization of the Licensed Products in the Sublicensed Territory; (iii) agrees to collaborate with Licensee and its affiliates or sublicensees in good faith in developing the applicable Licensed Products, including providing cell lines and materials, entering into a pharmacovigilence agreement and providing all other support and cooperation that the Licensee may reasonably request for the development and Commercialization of the Licensed Products in the Sublicensed Territory; and (iv) grants to Licensee, effective upon any early termination of the Prime License Agreement to which it is a party, the same right, title and interest as it has granted to Licensor under the terminated Prime License Agreement. In addition, Licensor shall cause Pearl to grant to Licensee, under the Tri-party Agreement to be entered into by and among Licensor, Licensee and Pearl or otherwise, (i) a non-exclusive and royalty-free license under [ ] (the “Hong Kong Patent”), effective immediately upon the assignment of the Hong Kong Patent from Licensor to Pearl, to produce, make, have produced, have made, in each case in, and export from, Hong Kong, any and all products covered by the Hong Kong Patent, and (ii) a non-exclusive and royalty-free license under [ ] (the “Chinese Patent”), to produce, make, have produced, have made, in each case in, and export from, China, any and all products covered by the Chinese Patent.
Licensor's Obligation. 5 2.3 Minimum Site Commitment[NOT APPLICABLE]........................ 5 2.4 Licensor's Reserved Rights..................................... 5
