Material License Sample Clauses

Material License. (A) Subject to Company’s compliance with the terms and conditions of this Agreement, Company is granted a non-exclusive, non-transferable, revocable, limited license (without the right to sublicense) during the Term to use the Facebook Materials solely to provide Services in the Territory as expressly authorized under this Agreement; but not otherwise. Company also agrees to comply with the Facebook e-mail, trademark, communications and branding guidelines and requirements at all times in performing this Agreement, including, without limitation, with respect to all Services communications to Facebook employees and/or Users, if any, originating from a Facebook e-mail address or any other uses of the Facebook Properties. These e-mail, trademark, communications and branding guidelines will be furnished to Company and may be updated by Facebook from time to time. (B) Company covenants and agrees that Company will not sublicense, sell, distribute, reproduce, modify, publicly perform, or display any Materials, in whole or in part, and that Company’s use of the Materials will comply with this Agreement, all Laws and the guidelines provided by Facebook from time to time. (C) Company will not use Facebook Marks or any Materials in a manner that reflects negatively, disparages, or tarnishes the name, reputation, image or goodwill of Facebook or its affiliates, or any of their respective products or services.
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Material License. 19 Merger........................................................................1
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Material License. 9 Maturity .................................................... 10
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Material License. The term “Material License” has the meaning set forth in Section 14.1(a)(xiv).
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Material License. The loss, termination, suspension or impairment of any Material License shall occur and such suspension or impairment is not cured, nor is a satisfactory replacement obtained, in each case in the sole discretion of the Agent, within ten (10) Business Days of such loss, termination, suspension or impairment;
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Material License. (a) As to any Person, any license, permit or consent from a Governmental Authority or other Person and any registration, filing with a Governmental Authority or other Person which if not obtained, held or made by such Person reasonably could have a Material Adverse Effect with respect to such Person or any other Person including, without limitation, any occupancy permits and liquor licenses, and (b) as to any Person who is a party to this Agreement or any of the other Loan Documents, any license, permit or consent from a Governmental Authority or other Person and any registration or filing with a Governmental Authority or other Person that is necessary for the execution or performance by such party, or the validity or enforceability against such party, of this Agreement or such other Loan Document.
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Material License any Material Contract that involves the licensing of Intellectual Property or other assets from any third party and that involves payments by the licensee thereunder in excess of $2,500,000. Xxxxxxx Xxxxx Securities Accounts: the Securities Accounts (i) numbered 268-07M59, maintained by the Parent, (ii) numbered 268-07083, maintained by the Borrower and (iii) numbered 07162 (4236457), maintained by the Cayman Guarantor, in each case with Xxxxxxx Xxxxx & Co., Inc. Moody’s: Xxxxx’x Investors Service, Inc., and its successors. Multiemployer Plan: any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any Obligor or ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions. Net Proceeds: with respect to an Asset Disposition, proceeds (including, when received, any deferred or escrowed payments) received by Parent or a Subsidiary in cash from such disposition, net of (a) reasonable and customary costs and expenses actually incurred in connection therewith, including legal fees and sales commissions and fees of accountants, investment banks and consultants; (b) amounts applied to repayment of Debt secured by a Permitted Lien senior to Agent’s Liens on Collateral sold; (c) transfer or similar taxes; and (d) reserves for indemnities, until such reserves are no longer needed. Notes: each Revolver Note or other promissory note executed by Borrower to evidence any Obligations.
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Material License. (i) as to any Covered Person, any license, permit or consent from a Governmental Authority or other Person and any registration and filing with a Governmental Authority or other Person which if not obtained, held or made by such Covered Person has or is reasonably likely to have a Material Adverse Effect on the Borrower specifically or the Subsidiaries taken as a whole, and (ii) as to any Person who is a party to this Agreement or any of the other Loan Documents, any license, permit or consent from a Governmental Authority or other Person and any registration or filing with a Governmental Authority or other Person that is necessary for the execution or performance by such party, or the validity or enforceability against such party, of this Agreement or such other Loan Document. MATERIAL OBLIGATION -- as to any Person, an Obligation of such Person which if not fully and timely paid or performed has or is reasonably likely to have a Material Adverse Effect on the Borrower specifically or the Subsidiaries taken as a whole. MATERIAL PROCEEDING -- any litigation, investigation or other proceeding by or before any Governmental Authority (i) which involves any of the Loan Documents or any of the transactions contemplated thereby, or involves a Covered Person or a Guarantor as a party or any property of Covered Person or a Guarantor, and has or is reasonably likely to have a Material Adverse Effect on the Borrower specifically or the Subsidiaries taken as a whole if adversely determined, (ii) in which there has been issued an injunction, writ, temporary restraining order or any other order of any nature which purports to restrain or enjoin the making of any Advance, the consummation of any other transaction contemplated by the Loan Documents, or the enforceability of any provision of any of the Loan Documents, (iii) which involves the actual or alleged breach or violation by a Covered Person of, or default by a Covered Person under, any Material Agreement, or (iv) which involves the actual or alleged violation by a Covered Person or any Guarantor of any Material Law. MATURITY -- as to any Indebtedness, the time when it becomes payable in full, whether at a regularly scheduled time, because of acceleration or otherwise. 104 MAXIMUM AVAILABLE AMOUNT -- the maximum Dollar amount available for Revolving Loan Advances on any date as limited in Section 3.1.2, as it may be changed as provided herein. MULTI-EMPLOYER PLAN -- a Pension Benefit Plan which is a multi-employer...
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Material License. You hereby award Prime Publishing and its affiliated companies worldwide, a non-exclusive, royalty-free, perpetual right and license (a) to reproduce, distribute, transmit, publicly demonstrate and publicly display the materials, in whole or in part, and media (b) to , translate and create derivative works from the materials, in whole or in part, in any way, by any means and (c) sublicense the foregoing rights, in whole or in part, to any third party, with or without charge. 4)
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Related to Material License

  • Trial License We grant you a free-of-charge, non-assignable, non-sublicensable, non-exclusive, worldwide right and license for one (1) Authorized User to install and use one (1) copy of the Software solely for internal Non-Production purposes to evaluate the Software to determine whether to purchase a license to the Software. You may not download more than one (1) copy of the Software unless otherwise authorized by us. You may not use the Software for any other purpose. You may only use the Software for thirty (30) days from the Effective Date, unless otherwise authorized by us ("Trial Period"). Unless you pay the applicable fee for the Software, the Software may become inoperable and, in any event, your right to use Software automatically expires at the end of the Trial Period. We may terminate your license to the trial version of the Software upon written notice at any time for any reason and without liability of any kind. If you subsequently license a non-trial version of the Software, your license to the trial version of the Software shall immediately terminate.

  • Commercial License For information regarding a commercial license please contact the Faculty of Fisheries and Protection of Waters, University of South Bohemia Ceske Budejovice, Xxxxx 000, 000 00 Xxxx Xxxxx, Xxxxx Xxxxxxxx, tel:

  • Governmental Licenses Obtain and maintain all licenses, permits, certifications and approvals of all applicable Governmental Authorities as are required for the conduct of its business as currently conducted and as contemplated by the Loan Documents, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

  • Perpetual License Notwithstanding anything else in the Agreement, Licensor grants to Licensee and Participating Institutions a nonexclusive, royalty-free, system-wide perpetual license limited to the territory of Czech Republic to use any Licensed Materials that were subscribed to or for which a perpetual license fee has been paid during the term of this Agreement. Such use shall be in accordance with the provisions of this Agreement, which provisions shall survive any termination of this Agreement. The means by which Licensee and/or Participating Institutions shall have access to such Licensed Materials shall be in a manner and form substantially equivalent to the means by which access is provided under this Agreement. If the Licensor’s means of access is not available, the Licensee and/or Participating Institutions may provide substantially equivalent access to the Licensed Materials by use of an archival copy or by engaging the services of third-party trusted archives (such as Portico) and/or participating in collaborative archiving endeavors to exercise its perpetual use rights.

  • Governmental Licenses and Permits (a) Excluding Environmental Permits (which are covered in Section 3.11), each of the Companies holds all material governmental qualifications, registrations, filings, licenses, permits, orders, approvals or authorizations necessary to conduct its respective business and to own or use its respective assets and properties, as such businesses, assets and properties are conducted, owned and used on the date of the Original Stock Purchase Agreement (collectively, the "Material Permits"). (b) All Material Permits are valid and in full force and effect in all material respects. Except as set forth in Schedule 3.10(b) and excluding Environmental Permits (which are covered in Section 3.11), none of the Companies is in default or violation of any of the Material Permits in any material respect. Except as set forth in Schedule 3.10(b), (i) no Material Permit of any of the Companies has been revoked, suspended, non-renewed, terminated or impaired in any material respect, (ii) none of the Companies currently is the subject of any pending or, to the Knowledge of Seller, threatened Action seeking the revocation, suspension, non-renewal, termination, modification or impairment, in any material respect, of any Material Permit, and (iii) to the Knowledge of Seller, there is no existing condition of any of the Companies, nor has any of the Companies received any notice from any Governmental Authority of any fact or condition, which, if left uncured, would result in the revocation, limitation, suspension or non-renewal of any Material Permit, except where such revocation, limitation, suspension or non-renewal, individually or in the aggregate, would not reasonably be expected to have a material and adverse effect on any Real Property Asset. Except as set forth in Schedule 3.10(b), none of the Companies are operating under a Governmental Order or voluntary agreement with any regulatory authorities of any jurisdiction in which it now holds a Material Permit which restricts in any material respect its authority to do the business authorized pursuant to such Material Permit or which would prohibit or materially delay the consummation of the transactions contemplated hereby. Subject to obtaining the consents set forth in Schedule 3.04, none of the Material Permits will be subject to revocation, limitation, suspension, non-renewal, withdrawal, termination or modification as a result of the consummation of the transactions contemplated hereby, except where such revocation, limitation, suspension, non-renewal, withdrawal, termination or modification, individually or in the aggregate, would not reasonably be expected to have a material and adverse effect on any Real Property Asset.

  • Mechanical License If any selection or musical composition, or any portion thereof, recorded in the New Song hereunder is written or composed by Producer, in whole or in part, alone or in collaboration with others, or is owned or controlled, in whole or in part, directly or indirectly, by Producer or any person, firm, or corporation in which Producer has a direct or indirect interest, then such selection and/or musical composition shall be hereinafter referred to as a “Controlled Composition”. Producer hereby agrees to issue or cause to be issued, as applicable, to Licensee, mechanical licenses in respect of each Controlled Composition, which are embodied on the New Song. For that license, on the United States and Canada sales, Licensee will pay mechanical royalties at one hundred percent (100%) of the minimum statutory rate, subject to no cap of that rate for albums and/or EPs. For license outside the United States and Canada, the mechanical royalty rate will be the rate prevailing on an industry-wide basis in the country concerned on the date that this agreement has been entered into.

  • Initial License Fee In partial consideration for the exclusive license granted pursuant to Section 2.1 hereof, Licensee shall pay to Scripps a non-refundable license fee upon execution of this Agreement in the amount of 70,000 shares of Licensee common stock as specified in Exhibit D. The license fee described in this Section is consideration for the grant and continuation of the license hereunder, and Scripps shall have no obligation to return any portion of such license fee, notwithstanding any failure by Licensee to develop any Licensed Product or market any Licensed Product commercially, and notwithstanding the volume of sales of any such Licensed Product.

  • Additional Licenses Customer shall not, and shall not authorize or permit any other person to (i) charge a cover charge or admission fee to the Service Location(s) at the time Video and/or Public View Video (or any part thereof) is being or is to be performed therein; (ii) permit dancing, skating or other similar forms of entertainment or physical activity in conjunction with the performance of Video and/or Public View Video (or any part thereof) unless Customer has obtained all necessary licenses and authorizations from the applicable copyright owners (Customer acknowledges and agrees that it shall be solely responsible for the payment of any charges or fees in connection therewith); or (iii) insert any commercial announcements into Video and/or Public View Video, or interrupt any performance of Video and/or Public View Video for the making of any commercial announcements, except that public address commercial announcements may be made concerning goods or services sold or offered to the public at the Service Location provided that no compensation (whether in money or in any other form) is paid by any person or entity, directly or indirectly, for such announcements unless pursuant to a separate written agreement which permits store-casting or ad- casting. Customer acknowledges and understands Customer may be responsible for additional music licensing or copyright fees for music contained in any or all of the Services, including, but not limited to Video and/or Public View Video.

  • Annual License Fee Upon the mutual execution of this Agreement, GROWER shall pay PVMI a single Annual License Fee as above.

  • Company Permits Section 2.10.............13

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