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.

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.

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.

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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Xxxxx of License; Limitations The Engineer is granted a limited revocable non-exclusive license to use the registered TxDOT trademark logo (TxDOT Flying “T”) on any deliverables prepared under this contract that are the property of the State. The Engineer may not make any use of the registered TxDOT trademark logo on any other materials or documents unless it first submits that request in writing to the State and receives approval for the proposed use. The Engineer agrees that it shall not alter, modify, dilute, or otherwise misuse the registered TxDOT trademark logo or bring it into disrepute.
By Licensor Licensor will indemnify and hold harmless Licensee and its and 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. Notwithstanding the foregoing any claims for indemnification that any Licensee Indemnified Parties may have pursuant to this Section 7.2(a) will exclude claims based on information known by Lifford (or its Affiliates, including Bloomfield) as of the Funding Date whether or not such information formed the basis of the issues raised by Bloomfield 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 of proof in establishing the validity and amount of the claim, and Licensor will have the burden of proof in establishing any defense to such claim, including but not limited to, a defense asserted by Licensor that Lifford (or its Affiliates) had knowledge of the requisite facts. Notwithstanding the foregoing, Licensor will not be obligated to provide indemnification where there is any admission of guilt by any Licensee Indemnified Party charged with violation of the law as to the content of any Company Program.
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.
Contract (Rights of Third Parties) Xxx 0000 22.1 No person who is not a party to this Grant Agreement shall have the right to enforce any of its terms.
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.
GRANT OF LICENSE AND LIMITATIONS License to Use the Licensed Software. In accordance with the terms and conditions hereof, the Licensor agrees to grant to Bianfeng Networking a license to install and operate the Licensed Software on the Designated Computers and to grant to its customers the right to use such software system.
Xxxxx of License Georgia Institute of Technology shall grant the Student a limited, nonexclusive, nontransferable and revocable license to use and occupy an assigned space in a Georgia Institute of Technology facility in accordance with the terms and conditions of this Contract (the “License”). The parties to this Contract do not intend that an estate, a tenancy or any other interest in property should pass from Georgia Institute of Technology to Student. Instead, it is the intention of the parties that the relationship between Georgia Institute of Technology and Student be that of licensor and licensee and the sole right of Student to use the assigned space as a living unit shall be based upon the License granted in this Contract.
Marking of Licensed Products To the extent commercially feasible and consistent with prevailing business practices, Company shall xxxx, and shall cause its Affiliates and Sublicensees to xxxx, all Licensed Products that are manufactured or sold under this Agreement with the number of each issued patent under the Patent Rights that applies to such Licensed Product.
Assignments by Xxxxxxx Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions:

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