Purchases by Licensor Clause Samples

Purchases by Licensor. In addition to the Licensed Products which Licensee provides to Licensor pursuant to Paragraph 5.13 above, Licensor may purchase reasonable quantities of Licensed Products from Licensee for display in Licensor's showrooms, for public relations purposes and for "non-shoe specific" advertisements at forty (40%) percent off the regular wholesale price of Licensed Products on standard industry terms. Licensee shall permit Licensor to purchase a reasonable amount of Licensed Products for the personal use of Licensor's employees from Licensee at the regular wholesale price of such Licensed Products on standard industry terms. No royalty or advertising payment shall be payable by Licensee with respect to such purchases.
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Purchases by Licensor. Subject to availability, Licensee shall provide Licensor with no less than $5,000 (at retail price) worth of each release of Licensed Product, in an assortment selected by Artist. Licensor shall also be entitled to purchase the Licensed Products from Licensee in quantities and prices agreed to between the parties in writing. Such purchases by Licensor shall be subject to the following terms of purchase. 7.1. Each order shall specify the quantity and type or model of Licensed Products to be shipped, the desired method of shipment, and the delivery site. 7.2. Notwithstanding anything in this Agreement to the contrary, Licensee shall not be obligated or required to deliver to Licensor more than a commercially reasonable volume of Licensed Products in any one calendar month, based on Licensor's previous purchasing history (the “Standard Volume”). To the extent orders for delivery in any one month exceed such Standard Volume, Licensee may, in its sole discretion, choose to fulfill such excess units; provided that the time to deliver any excess units shall be extended by one calendar month. 7.3. Purchases of Licensed Products by Licensor from Licensee shall not bear royalties. 7.4. Unless otherwise agreed to by Licensee, payment of the purchase price for Licensed Products ordered by Licensor shall be made within thirty (30) days from the date and receipt of the invoice. Invoices shall be dated from the date that inventory is ready for transfer to the control of Licensor or Licensor's shipping agents or other designees. 7.5. Risk of loss or damage in transit shall pass to Licensor upon Licensor's acceptance of the Licensed Products at the place of delivery. If Licensor causes or requests a delay in shipment without any intervening or superseding fault or negligence of Licensee, risk of loss shall be deemed to have passed as of the date Licensee notifies Licensor of its readiness for shipment. If Licensee incurs storage costs and expenses because of a delay in shipment solely as described in the immediately preceding sentence of this Section, such costs, including any insurance requested by Licensor, shall be paid by Licensor and included in Licensee's invoice to Licensor or separately billed.
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Purchases by Licensor. In addition to the Licensed Products which Licensee provides to Licensor pursuant to Paragraph 7.10, Licensee shall sell to Licensor a reasonable amount of in-stock Licensed Products for the personal use of Licensor’s employees at * off the regular wholesale price on standard industry terms. Purchases pursuant to this Paragraph *CONFIDENTIAL PORTION OF THIS EXHIBIT OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO RULE 24b-2 OF THE 1934 ACT
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Purchases by Licensor. In addition to the Licensed Products which Licensee provides to Licensor pursuant to Paragraph 7.10, Licensee shall sell to Licensor a reasonable amount of in-stock Licensed Products for the personal use of Licensor’s employees at * off the regular wholesale price on standard industry terms. Purchases pursuant to this Paragraph *CONFIDENTIAL PORTION OF THIS EXHIBIT OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO RULE 24b-2 OF THE 1934 ACT 21 22 7.12 are exempt from any royalty or advertising obligation requirements hereunder. 7.12 Purchases By Outlet Stores Owned or Operated by Licensor or its Affiliates . At the beginning of each season, Licensee shall offer for sale Close-Outs to Licensor’s or its Affiliates’ outlet stores (“Outlet Stores”), prior to offering such Close-Outs to other parties. In no event shall Licensee make available to Outlet Stores fewer Licensed Products than it makes available to outlet stores operated by Licensee or Affiliates of Licensee. Outlet Stores may also purchase in-stock Licensed Products. The price for any purchases under this Paragraph shall be the lesser of (i) * off Licensee’s standard suggested retail price and (ii) the price charged by Licensee to outlet stores owned or operated by Licensee or an Affiliate of Licensee. Licensee shall fill the orders of the Outlet Stores in a manner at least as favorable as Licensee fills orders from its other Close-Out customers. Purchases pursuant to this Paragraph 7.12 are exempt from any royalty or advertising obligation requirements hereunder. 7.13
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Purchases by Licensor. LICENSOR shall be entitled to purchase LICENSED PRODUCTS from LICENSEE for sale in LICENSOR RETAIL STORES and/or in a LICENSOR catalogue or a LICENSOR on-line store on the Internet. The price for these purchases shall be suggested retail price less [———-]16 for the same LICENSED PRODUCTS, provided that for LICENSED PRODUCTS in existence as of (or prior to) the Effective Date, the price for these purchases shall be suggested retail price less [———-]17. LICENSOR will have [———-]18 from the date of LICENSEE’s invoice to pay the price for such purchases. No Sales Royalties will be due and payable on such purchases made directly by LICENSOR.
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Related to Purchases by Licensor

  • Indemnity by Licensee Licensee will defend at its expense, indemnify and hold harmless Licensor and its affiliates and their respective directors, officers, employees, agents and representatives from any losses, liabilities, damages, awards, settlements, judgments, fees, costs or expenses (including reasonable attorneys’ fees and costs of suit) arising out of or relating to any Action against any of them that arises out of or relates to (a) any breach by Licensee of this Agreement or its warranties, representations, covenants and undertakings hereunder; (b) Licensee’s operation of the Licensee Business; or (c) any claim that Licensee’s use of the Mark, other than as explicitly authorized by this Agreement, infringes the rights of a third party.

  • By Licensor Licensor will indemnify and hold harmless Licensee, and its respective members, managers, directors, officers, shareholders, employees, agents, representatives and Affiliates (collectively, the "Licensee Indemnified Parties"), on an After Tax Basis, from and against all claims, losses, damages (including loss of profits and consequential damages awarded to unrelated third parties, if any, but excluding loss of profits and consequential damages otherwise suffered by the Licensee Indemnified Parties), expenses, judgements, costs and liabilities (including reasonable attorneys' fees and costs) (collectively, "Losses") incurred by the Licensee Indemnified Parties arising from Licensor's breach of any obligation, representation or warranty contained in this Agreement, including any Losses resulting from any claim of infringement or misappropriation relating to Licensee's authorized use of the Trademarks, but excluding any Losses resulting from the use of any Trademark in a country where Licensor has not obtained a trademark registration relating to the Media, does not have a pending application for such registration or where a pending application is not sufficient, under the laws of such country, to permit the grant of licensed rights hereunder. Notwithstanding the foregoing, any claims for indemnification that Licensee Indemnified Parties may have pursuant to this Section 9.1 will exclude claims based on information known by BMI (or its Affiliates) as of the Funding Date, whether or not such information formed the basis of issues raised by BMI during Due Diligence (as defined in the Operating Agreement) and whether or not asserted prior to the Walk Away Notice (as defined in the Operating Agreement) or thereafter. In the event of a dispute regarding a claim for indemnification, the Licensee Indemnified Party will have the burden or proof in establishing the validity and amount of the claims and Licensor will have the burden or proof in establishing any defense to such claim, including but not limited to a defense asserted by Licensor that BMI (or its Affiliates) had knowledge of the requisite facts.

  • By Licensee Licensee shall defend, indemnify, and hold harmless Licensor, its Affiliates, sublicensees, the licensors under the Existing Licenses, and their respective shareholders, members, partners, officers, trustees, faculty, students, contractors, agents, and employees (individually, a “Licensor Indemnified Party” and, collectively, the “Licensor Indemnified Parties”) from and against any and all Third Party liability, loss, damage, action, claim, fee, cost, or expense (including attorneys’ fees) (individually, a “Third Party Liability” and, collectively, the “Third Party Liabilities”) suffered or incurred by the Licensor Indemnified Parties from claims of such Third Parties that result from or arise out of: […***…]; provided, however, that Licensee shall not be liable for claims based on any breach by Licensor of the representations, warranties, or obligations of this Agreement or the gross negligence or intentional misconduct of any of the Licensor Indemnified Parties. Without limiting the foregoing, Licensee must defend, indemnify, and hold harmless the Licensor Indemnified Parties from and against any Third Party Liabilities resulting from: (a) any […***…] or other claim of any kind related to the […***…] by a Third Party of a […***…] by Licensee, its Affiliates, any Sublicensees, their respective assignees, or vendors; (b) any claim by a Third Party that the […***…]; and (c) […***…] conducted by or on behalf of Licensee, its Affiliates, any Sublicensees, their respective assignees, or vendors relating to the Licensed Technology or Licensed Products, including any claim by or on behalf of a […***…].

  • Use of Attachment Facilities by Third Parties Purpose of Attachment Facilities.‌‌ Except as may be required by Applicable Laws and Regulations, or as otherwise agreed to among the Parties, the Attachment Facilities shall be constructed for the sole purpose of interconnecting the Large Generating Facility to the New York State Transmission System and shall be used for no other purpose.

  • AUDIT OF LICENSED PRODUCT USAGE Contractor shall have the right to periodically audit, no more than annually, at Contractor’s expense, use of licensed Product at any site where a copy of the Product resides provided that: (i) Contractor gives Licensee(s) at least thirty (30) days advance written notice, (ii) such audit is conducted during such party’s normal business hours, (iii) the audit is conducted by an independent auditor chosen on mutual agreement of the parties. Contractor shall recommend a minimum of three (3) auditing/accounting firms from which the Licensee will select one (1). In no case shall the Business Software Alliance (BSA), Software Publishers Association (SPA), Software and Industry Information Association (SIIA) or Federation Against Software Theft (FAST) be used directly or indirectly to conduct audits, or be recommended by Contractor; (iv) Contractor and Licensee are each entitled to designate a representative who shall be entitled to participate, and who shall mutually agree on audit format, and simultaneously review all information obtained by the audit. Such representatives also shall be entitled to copies of all reports, data or information obtained from the audit; and (v) if the audit shows that such party is not in compliance, Licensee shall be required to purchase additional licenses or capacities necessary to bring it into compliance and shall pay for the unlicensed capacity at the NYS Net Price in effect at time of audit, or if none, then at the Contractor’s U.S. Commercial list price. Once such additional licenses or capacities are purchased, Licensee shall be deemed to have been in compliance retroactively, and Licensee shall have no further liability of any kind for the unauthorized use of the software.