SPECIFIC UNDERTAKINGS OF LICENSEE Sample Clauses

SPECIFIC UNDERTAKINGS OF LICENSEE. During the license period, each additional license period, if any and thereafter, Licensee agrees that: A. It will not acquire any rights in the Logos as a result of its use thereof and all use of the Logos shall inure to Licensor's benefit; B. It will not, directly or indirectly, attack the title of Licensor, the Clubs, the Office of the Commissioner of Baseball and/or the Leagues in and to the Logos or any copyright, trademark or service xxxx pertaining thereto, nor will it attack the validity of the license granted hereunder, nor will it use the Logos in any manner other than as licensed hereunder; C. It will not at any time apply for any registration of any copyright, trademark, service xxxx or other designation which would affect the ownership of the Logos, or file any document with any governmental authority or take any action which would affect the ownership of the Logos or aid or abet anyone in doing so; D. It will not harm, misuse or bring into disrepute the Logos; E. It will manufacture, sell, promote, advertise and distribute the Licensed Product(s) in a legal and ethical manner and in accordance with the terms and intent of this Agreement; F. It will not create any expenses chargeable to Licensor without the prior written approval of Licensor; G. It will protect to the best of its ability the right to manufacture, sell and distribute the Licensed Product(s) hereunder; H. It will not use the Licensed Product(s) for combination sales, as self-liquidating or free giveaways or for any similar method of merchandising without the prior written consent of Licensor and will exercise due care that its customers likewise will refrain from making such use of the Licensed Product(s); I. It will not, without the prior written consent of Licensor, enter into any sublicense or agency agreement for the manufacture, sale, promotion, advertisement or distribution of the Licensed Product(s); J. It will not engage in tying practices, illegal restraints of trade, or selling practices that exclude any members of the retail trade for any reason other than poor credit history, known lack of integrity or disregard for the rights of Licensor or Major League Baseball. Nothing in the preceding sentence shall be deemed to require Licensee to violate any other term of this Agreement; K. It will not use, or knowingly permit the use of, the Licensed Product(s) as a premium, except with the prior written consent of Licensor and the specific negotiation of a higher royalty paym...
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SPECIFIC UNDERTAKINGS OF LICENSEE. (A) Licensee agrees that every use of the rights licensed hereunder by Licensee shall inure to the benefit of the NFLPA and that Licensee shall not at any time acquire any title or interest in such rights by virtue of any use Licensee may make of such rights hereunder. (B) All rights relating to the rights licensed hereunder are specifically reserved by NFLPA except for the License herein granted to Licensee to use the rights as specifically and expressly provided in this Agreement. (C) Upon expiration or termination of this Agreement, all rights granted hereunder shall immediately revert to NFLPA, and Licensee will refrain from further use of such rights or any further reference thereto, direct or indirect, except as provided in Section 15(E) below. Licensee acknowledges that its failure to cease the use of such rights at the termination or expiration of this Agreement will result in immediate and irreparable damage to Licensor, individual National Football League player(s), and/or the rights of any subsequent licensee(s).
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SPECIFIC UNDERTAKINGS OF LICENSEE. (A) Licensee agrees that every use of the rights licensed hereunder by Licensee shall inure to the benefit of Players Inc and that Licensee shall not at any time acquire any title or interest in such rights by virtue of any use Licensee may make of such rights hereunder. (B) All rights relating to the rights licensed hereunder are specifically reserved by Players Inc except for the License herein granted to Licensee to use the rights as specifically and expressly provided in this Agreement. (C) Upon expiration or termination of this Agreement, all rights granted hereunder shall immediately revert to Players Inc, and Licensee will refrain from further use of such rights or any further reference thereto, direct or indirect, except as provided in Paragraph 16(E) below. Licensee acknowledges that its failure to cease the use of such rights at the termination or expiration of this Agreement will result in immediate and irreparable damage to Licensor, and/or individual National Football League player(s), and to the rights of any subsequent licensee(s). (D) Licensee agrees to spend the following total amounts on activities which stimulate and promote the market for licensed product(s), subject to prior written approval by Players Inc of such activities: EXHIBIT 10.14b $2,500, during the Original License Period, and $2,500, during the Second License Period, if applicable, and $2,500, during the Third License Period, if applicable. Such activities shall include, but not be limited to, sponsorships, promotions, player appearances, and special events. Licensee shall provide documentation that such approved expenditures have been made, The expenditure documentation shall be provided on a quarterly basis and shall be certified by an officer of Licensee. Such documentation shall be subject to inspection and audit by Players Inc on the same basis as Licensee's books and records.
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SPECIFIC UNDERTAKINGS OF LICENSEE. During the term, Licensee agrees that, subject to its reasonable good faith efforts: (a) It will not attack the title of Licensor in and to the Name and Character or any copyright or trademark pertaining thereto, nor will it attack the validity of the License granted hereunder; (b) It will not harm, misuse or bring into disrepute the Name and Character; (c) It will advertise and promote Licensee's business in an ethical manner and in accordance with the terms and intent of this Agreement; (d) It will not create any expenses chargeable to Licensor without the prior written approval of Licensor; (e) It will protect to the best of its ability its right to continue and operate; and (f) It will comply with all laws and regulations relating or pertaining to the operation of Licensee's business and shall maintain the highest quality and standards, and shall comply with any regulatory agencies which shall have jurisdiction over Licensee's business.
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SPECIFIC UNDERTAKINGS OF LICENSEE. During the term of this --------------------------------- Agreement, LICENSEE agrees that: A. It will manufacture, sell and distribute the Licensed Products in an ethical manner and in accordance with the terms and intent of this Agreement. B. It will protect, to the best of its ability, its right to manufacture, sell and distribute the Licensed Products. C. It will not directly or indirectly knowingly distribute Licensed Products outside of the Geographic Area, nor shall it sell Licensed Products to any customers whom LICENSEE knows or has reason to believe will resell Licensed Products outside of the Geographic Area. D. It acknowledges that the Trademarks are the property of the LICENSOR and that all use of the Trademarks and' goodwill created thereby by LICENSEE shall inure to the benefit of LICENSOR. LICENSEE shall render reasonable assistance, other than financial assistance, to LICENSOR which may be required by LICENSOR to enforce and preserve the Trademarks. E. No brokers and finders were involved in connection with this Agreement.
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SPECIFIC UNDERTAKINGS OF LICENSEE. During the term and any renewal period herein provided for, Licensee agrees that: (a) It will not attack the title of Licensor or its Grantors in and to the Name and Character of any copyright or trademark pertaining thereto, nor will it attack the validity of the License granted hereunder; (b) It will not harm, misuse or bring into dispute the Name and Character; (c) It will manufacture, sell, and distribute the Licensed Product(s) in an ethical manner and in accordance with the terms and intent of this Agreement; (d) It will not create any expenses chargeable to Licensor without the prior written approval of Licensor; (e) It will protect to the best of its ability its right to manufacture, sell, and distribute the Licensed Product(s) hereunder; (f) It will comply with all laws and regulations relating or pertaining to the manufacture, sale, advertising or use of the Licensed Product(s) and shall maintain the highest quality and standards, and shall comply with any regulatory agencies which shall have jurisdiction over the Licensed Product(s); and, (g) It will provide Licensor with the date(s) of first use of the Licensed Product(s) in interstate and intrastate commerce.
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SPECIFIC UNDERTAKINGS OF LICENSEE. Licensee agrees that it shall not: a) Directly or indirectly attack Licensor's title to any of the Marks or the validity of the license granted hereunder; b) Seek to register any of the Marks or any designation confusingly similar anywhere in the world or use any of the Marks or any designation confusingly similar therewith in any manner other than as licensed hereunder; c) Harm, misuse or bring into disrepute any of the Marks; d) Create or incur any expenses chargeable to Licensor relative to the Marks under this Agreement.
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SPECIFIC UNDERTAKINGS OF LICENSEE. During the term, Licensee agrees that: a. It will not attack the title of Licensor in and to the Name and Character or any copyright or trademark pertaining thereto, nor will it attack the validity of the License granted hereunder; b. It will not harm, misuse or bring into disrepute the Name and Character; c. It will manufacture, sell and distribute Endorsed Products in an ethical manner and in accordance with the terms and intent of this Agreement; d. It will not create any expenses chargeable to Licensor without the prior written approval of Licensor; e. It will protect to the best of its ability its right to manufacture, sell and distribute Endorsed Products hereunder; f. It will comply with all laws and regulations relating or pertaining to the manufacture, sale, advertising or use of the Endorsed Products and shall maintain the highest quality and standards, and shall comply with any regulatory agencies which shall have jurisdiction over the Endorsed Products; and g. It will provide Licensor with the date(s) of first use of the Endorsed Products in interstate and intrastate commerce.
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Related to SPECIFIC UNDERTAKINGS OF LICENSEE

  • Obligations of Licensee 2.1 Licensee is responsible for the quality and safety of its products. 2.2 Licensee shall use all reasonable efforts and diligence to exploit the Invention and to proceed with the development, manufacture and sale of Licensed Product and to use commercially reasonable efforts to develop markets for the Licensed Product. 2.3 Licensee will represent the Licensed Product fairly in comparison with competitive products from other suppliers. 2.4 Licensee shall not, on behalf of University, make any representations or give any warranties or guarantees in respect of the Proprietary IPR not expressly authorised in writing by University, provided that such authorization shall not be unreasonably delayed or withheld by University. 2.5 Licensee shall not market the Licensed Product under the name of University, and not in any way create any impression that University is the seller of the Licensed Product. 2.6 Licensee shall take all such steps as are reasonably necessary to protect Intellectual Property Rights in the Invention. 2.7 Licensee shall promptly inform University upon becoming aware of any illegal or unauthorised use of the Invention or any infringement of the Prospective Patent or Proprietary IPR and Intellectual Property Rights therein. 2.8 Licensee shall comply with all laws, regulations and governmental obligations that may from time to time be applicable to the making, use or sale of the Licensed Product in each part of the Territory. 2.9 As between Licensee and University and without limiting any responsibility of an Affiliate or Sub-Licensee, Licensee shall be solely responsible for any claims arising or alleged to arise from loss or injury to persons or property caused or suffered in the course of or as a consequence of the use of the Invention by Licensee, Affiliates and Sub-Licensees or the supply and sale of the Licensed Product by Licensee, Affiliates and Sub-Licensees except where such loss or injury are caused by the gross negligence or wilful misconduct of University. 2.10 Except as expressly set forth under this Agreement, Licensee shall use its best endeavours to keep the Invention confidential and not to reveal to any third party any confidential information of University regarding the Invention until after a non-disclosure agreement has been signed, provided that no such obligation shall apply to any information that has been publicly disclosed through no breach of this Agreement by Licensee, including by publication of the Inventions by the applicable governmental agency, was in the possession of Licensee prior to disclosure by University, is obtained by Licensee from a third party, or is independently developed by Licensee. 2.11 To the extent prohibited by applicable law, Licensee shall not carry out any illegal, deceptive, or unethical practices, whether or not they are to the disparagement of the Invention, Licensed Product or University, or, subject to the foregoing in this Section 2.11, any other practices which may be detrimental to the Invention, Licensed Product, University or to the public interest.

  • Indemnification of Licensee Subject to Section 9.3 below, TeneoBio agrees to indemnify, hold harmless and defend Licensee, its Affiliates and their respective directors, officers, employees and agents (each, a “Licensee Indemnitee”) from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) payable to unaffiliated Third Parties, incurred by Licensee Indemnitees in connection with any and all suits, investigations, claims or demands of a Third Party (collectively, “Third Party Claims”) (A) alleging the use by TeneoBio of UniRat to generate the Antibodies infringed or misappropriated such Third Party’s intellectual property rights, (B) to the extent arising out of the breach by TeneoBio of any of its representations, warranties or covenants set forth in this Agreement or (C) to the extent arising out of the gross negligence or willful misconduct of any TeneoBio Indemnitee. Notwithstanding anything to the contrary herein, in no event shall TeneoBio be obligated to indemnify Licensee Indemnitees for any Third Party Claims to the extent such Third Party Claims would be subject to indemnification by Licensee pursuant to Section 9.2(b) or (c).

  • Scope of Licence 2. 1. You may only use the Licensed Content in the manner and to the extent permitted by these Ts&Cs and any applicable laws. 2. 2. A separate licence may be required for any additional use of the Licensed Material, e.g. where a licence has been purchased for print only use, separate 2. 3. Similarly, rights for additional components such as custom editions and derivatives require additional permission and may be subject to an additional fee. Please apply to 2. 4. Where permission has been granted free of charge for material in print, permission may also be granted for any electronic version of that work, provided that the material is incidental to your work as a whole and that the electronic version is essentially equivalent to, or substitutes for, the print version. 2. 5. An alternative scope of licence may apply to signatories of the STM Permissions Guidelines, as amended from time to time.

  • Scope of License You are only permitted to use the Software on supported Apple mobile or hardware devices that you own or control as permitted by the Usage Rules set forth in the App Store Terms of Service.

  • Termination of License Agreement This Agreement will terminate automatically in the event that the License Agreement is terminated, provided that prior to such termination of this Agreement becoming effective, the Parties shall cooperate to wind down the activities being conducted hereunder as set forth in Section 15.5(b).

  • Sublicense Agreements Sublicenses under this Section 2.3 shall be granted only pursuant to written agreements, which shall be subject to and consistent with the terms and conditions of this Agreement. Such Sublicense agreements shall contain, among other things, provisions to the following effect: 2.3.2.1 all provisions necessary to ensure Licensee’s ability to comply with Licensee’s obligation under or not violate the provisions of Sections 4.4, 4.5, 4.6, 5.1, 5.3, 5.4, 8.1 and 11.1; 2.3.2.2 a section substantially the same as Article 9 (Indemnification), which also shall state that the Indemnitees (as defined in Section 9.1) are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification; 2.3.2.3 in the event of termination of the license set forth in Section 2.1.1 above (in whole or in part (e.g., termination of the license as to a Licensed Product or in a particular country)), any existing Sublicense shall terminate to the extent of such terminated license; provided, however, that, for each Sublicensee, upon termination of the license, if the Sublicensee is not then in breach of the Sublicense agreement such that Licensee would have the right to terminate such Sublicense agreement, such Sublicensee shall have the right to obtain a license from Harvard on the same terms and conditions as set forth herein, which shall not impose any representations, warranties, obligations or liabilities on Harvard that are not included in this Agreement, provided that (a) the scope of the license granted directly by Harvard to such Sublicensee shall be coextensive with the scope of the license granted by Licensee to such Sublicensee, (b) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Harvard and (c) if there are more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 6.2.3 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement); 2.3.2.4 the Sublicensee shall only be entitled to sublicense its rights under such Sublicense agreement on the terms set forth in this Section 2.3; and 2.3.2.5 the Sublicensee shall not be entitled to assign the Sublicense agreement without the prior written consent of Harvard, except that Sublicensee may assign the Sublicense agreement to a successor in connection with the merger, consolidation or sale of all or substantially all of its assets or that portion of its business to which the Sublicense agreement relates; provided, however, that any permitted assignee agrees in writing in a manner reasonably satisfactory to Harvard to be bound by the terms of such Sublicense agreement.

  • Monopolies and Exclusive Service Suppliers 1. Each Party shall ensure that any monopoly supplier of a service in its territory does not, in the supply of the monopoly service in the relevant market, act in a manner inconsistent with that Party's Schedule of specific commitments. 2. Where a Party's monopoly supplier competes, either directly or through an affiliated company, in the supply of a service outside the scope of its monopoly rights and which is subject to that Party's Schedule of specific commitments, the Party shall ensure that such a supplier does not abuse its monopoly position to act in its territory in a manner inconsistent with such commitments. 3. If a Party has reason to believe that a monopoly supplier of a service of the other Party is acting in a manner inconsistent with paragraphs 1 or 2 above, it may request that Party establishing, maintaining or authorising such supplier to provide specific information concerning the relevant operations. 4. The provisions of this Article shall also apply to cases of exclusive service suppliers, where a Party, formally or in effect: (a) authorises or establishes a small number of service suppliers; and (b) substantially prevents competition among those suppliers in its territory.

  • GRANT AND SCOPE OF LICENCE 1.1 In consideration of payment by you of the agreed licence fee and you agreeing to abide by the terms of this Licence, we grant to you a non-exclusive, non-transferable and non-sublicensable licence to use the Software and the Documents in the UK on the terms of this Licence.

  • Assignment and Sublicensing Lessee shall not assign any interest in this License Agreement or otherwise transfer or sublicense the Facility or any part thereof or permit the use of the Facility to any party other than Lessee.

  • TERMS OF LICENSE The terms and conditions set forth in the Contract that are in effect and applicable to a Purchase Order at the time of order placement. kk. THIRD-PARTY SOFTWARE Any software that is developed independently of Contractor and which may be governed by a separate license.

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