Licensor’s Third Party License Agreements and Production and Talent Agreements Sample Clauses

Licensor’s Third Party License Agreements and Production and Talent Agreements. (a) To the extent the rights granted to Licensee herein arise out of rights conveyed to Licensor under Third Party License Agreements or Production and Talent Agreements, Licensor shall continue to comply with each such Third Party License Agreement and Production and Talent Agreements and shall use commercially reasonable efforts to renew (or cause the renewal of) all of the terms in such Third Party License Agreements or Production and Talent Agreements with respect to the Accounts so as to coincide with the Initial Term (as defined below) or Renewal Term (as defined below) of this Agreement to the extent possible (unless Licensee consents in writing that such term need not be renewed). Licensor shall provide to Licensee within seven (7) days after the date on which any periodic royalty is payable to each Third Party Licensor and each Talent proof that Licensor has paid all royalties and other amounts payable by Licensor to the Third Party Licensors and Talent/Producers. Licensor will also provide to Licensee each month or quarterly (per terms of applicable agreements) copies of all reports submitted to the Third Party Licensors and reports detailing Licensor’s sales of Covered Products. Licensor shall immediately provide to Licensee copies of any notices received by Licensor from any party who is party to the Third Party License Agreements or Production and Talent Agreements and shall promptly cure any breaches of such Third Party License Agreements or Production and Talent Agreements by Licensor. Licensee shall have the right, but not the obligation, to pay on Licensor’s behalf, any unpaid royalties or other amounts owed to the Third Party Licensors and Talent/Producers and all such payments, plus a 4% penalty on the amount to be paid, shall be deducted from the next amounts owed by Licensee to Licensor under this Agreement (or, if this Agreement expires or is terminated, shall be immediately repaid to Licensee by Licensor). Licensee shall notify Licensor in writing in advance of Licensee’s intent to make such payments on behalf of Licensor and in the event Licensor notifies Licensee that there exists a bona fide dispute with regard to such payment, Licensee will refrain from making such payment and Licensee and Licensor will cooperate in good faith with respect to resolution of such underlying payment dispute.
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Related to Licensor’s Third Party License Agreements and Production and Talent Agreements

  • License Agreements (a) Each Borrower and Guarantor shall (i) promptly and faithfully observe and perform all of the material terms, covenants, conditions and provisions of the material License Agreements to which it is a party to be observed and performed by it, at the times set forth therein, if any, (ii) not do, permit, suffer or refrain from doing anything that could reasonably be expected to result in a default under or breach of any of the terms of any material License Agreement, (iii) not cancel, surrender, modify, amend, waive or release any material License Agreement in any material respect or any term, provision or right of the licensee thereunder in any material respect, or consent to or permit to occur any of the foregoing; except, that, subject to Section 9.19(b) below, such Borrower or Guarantor may cancel, surrender or release any material License Agreement in the ordinary course of the business of such Borrower or Guarantor; provided, that, such Borrower or Guarantor (as the case may be) shall give Agent not less than thirty (30) days prior written notice of its intention to so cancel, surrender and release any such material License Agreement, (iv) give Agent prompt written notice of any material License Agreement entered into by such Borrower or Guarantor after the date hereof, together with a true, correct and complete copy thereof and such other information with respect thereto as Agent may request, (v) give Agent prompt written notice of any material breach of any obligation, or any default, by any party under any material License Agreement, and deliver to Agent (promptly upon the receipt thereof by such Borrower or Guarantor in the case of a notice to such Borrower or Guarantor and concurrently with the sending thereof in the case of a notice from such Borrower or Guarantor) a copy of each notice of default and every other notice and other communication received or delivered by such Borrower or Guarantor in connection with any material License Agreement which relates to the right of such Borrower or Guarantor to continue to use the property subject to such License Agreement, and (vi) furnish to Agent, promptly upon the request of Agent, such information and evidence as Agent may reasonably require from time to time concerning the observance, performance and compliance by such Borrower or Guarantor or the other party or parties thereto with the material terms, covenants or provisions of any material License Agreement.

  • Sublicense Agreements Sublicenses shall be granted only pursuant to written agreements, which shall be subject and subordinate to the terms and conditions of this Agreement. Such Sublicense agreements shall contain, among other things, provisions to the following effect:

  • 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.

  • Software License Agreement McDATA agrees that all Licensed Software will be distributed to Customers subject to a Software License Agreement (including warranty statement), along with a McDATA Manual, in a manner which is (a) no less protective of BROCADE's Intellectual Property Rights in the Licensed Software than the form attached hereto as Exhibit D, and (b) legally enforceable in the jurisdictions in which the Licensed Software, as incorporated into the McDATA Products, is distributed.

  • Third Party Agreements Nothing in this Section 5.3 shall require any Party to violate any Contract or arrangement with any Third Party regarding the confidentiality of confidential and proprietary information relating to that Third Party or its business; provided, however, that in the event that a Party is required under this Section 5.3 to disclose any such information, such Party shall use commercially reasonable efforts to seek to obtain such Third Party’s consent to the disclosure of such information. The Parties also acknowledge that the Other Parties’ Auditors are subject to contractual, legal, professional and regulatory requirements which such auditors are responsible for complying with.

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

  • Supply Agreements For a period of three years from the consummation of the IPO, Odetics shall not unilaterally terminate or assign its guarantee obligation with respect to any supply agreement pursuant to which it has guaranteed the performance by ATL of ATL's obligations, unless such suppliers have consented to the termination or assignment of such guarantee.

  • Trademark License Agreement Buyer shall have executed and delivered to Sellers the Trademark License Agreement.

  • Intellectual Property Agreements Borrower shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Borrower's rights and interests in any property included within the definition of the Intellectual Property Collateral acquired under such contracts.

  • Third-Party Agreements and Rights The Executive hereby confirms that the Executive is not bound by the terms of any agreement with any previous employer or other party which restricts in any way the Executive’s use or disclosure of information or the Executive’s engagement in any business. The Executive represents to the Company that the Executive’s execution of this Agreement, the Executive’s employment with the Company and the performance of the Executive’s proposed duties for the Company will not violate any obligations the Executive may have to any such previous employer or other party. In the Executive’s work for the Company, the Executive will not disclose or make use of any information in violation of any agreements with or rights of any such previous employer or other party, and the Executive will not bring to the premises of the Company any copies or other tangible embodiments of non-public information belonging to or obtained from any such previous employment or other party.

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