SUBLICENSING/ASSIGNMENT Sample Clauses

SUBLICENSING/ASSIGNMENT. Licensee may not sublicense or assign the rights and obligations of this Amendment without Licensor's express written consent.
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SUBLICENSING/ASSIGNMENT. Except as expressly provided herein with respect to Authorized Dealers, Licensee may not sublicense or assign the rights and obligations of this Agreement without Licensor's express written consent.
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SUBLICENSING/ASSIGNMENT. The license shall be sublicensable by Licensee to its affiliates and distributors. Any such sublicense must (i) be in writing, (ii) include provisions at least as protective of Licensor as the provisions of the license, and (iii) include Licensor as a third party beneficiary with the right to enforce the terms of such sublicense.The license shall only be transferable or assignable by Licensee without consent to a third-party acquiror in connection with an acquisition of substantially all of the assets of the business of Licensee to which this License pertains (whether by merger, consolidation, sale of assets, sale or exchange of stock or otherwise).
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SUBLICENSING/ASSIGNMENT. Licensor may sublicense any or all of the parking spaces during the Licensor Exclusive Use Period and Licensee may sublicense any or all of the parking spaces during the Licensee Use Period. If a party sublicenses its parking spaces pursuant to this Section 7, such sublicensing party shall diligently enforce the terms and conditions of any such sublicense. Each party shall deliver written notice to the other party of any sublicense of parking spaces. Such notice shall set forth the name of the sublicensee and the number of parking spaces and permitted parking times sublicensed to any such sublicensee.
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SUBLICENSING/ASSIGNMENT. Licensor may sublicense any or all of the parking spaces during the Licensor Exclusive Use Period (and any or all of the 103 additional Licensor spaces obtained pursuant to and in accordance with Section 2.3 above) and Licensee may sublicense any or all of the parking spaces during the Licensee Use Period or the Licensee Business Parking Spaces during the Licensee Business Use Period; provided, however, that Licensee shall at all times remain primarily responsible to Licensor for its allocable share of all O&M Costs. If a party sublicenses its parking spaces pursuant to this Section 8, such sublicensing party shall diligently enforce the terms and conditions of any such sublicense. Each party shall deliver written notice to the other party of any sublicense of parking spaces. Such notice shall set forth the name of the sublicensee and the number of parking spaces and permitted parking times sublicensed to any such sublicensee. Notwithstanding the foregoing, Licensee agrees that Licensor does not need to provide notice to Licensee in connection with any grant of parking rights to tenants in the Project so long as any such sublicense to Licensor’s Permitted Users pertains only to Licensor Exclusive Use Period (and any or all of the 103 additional Licensor spaces obtained pursuant to and in accordance with Section 2.3 above).
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SUBLICENSING/ASSIGNMENT. Licensee may sublicense any or all of the Parking Spaces during the Term of this Agreement. If Licensee sublicenses its Parking Spaces pursuant to this Section 5, such Licensee shall diligently enforce the terms and conditions of any such sublicense. Licensee shall deliver written notice to Licensor of any sublicense of parking spaces. Such notice shall set forth the name of the sublicensee and the number of parking spaces and permitted parking times sublicensed to any such sublicensee.
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SUBLICENSING/ASSIGNMENT. Bacou shall not assign its rights under this Agreement, nor enter into a sublicense for the Licensed Products without the prior written consent of PFG, which consent may be granted or withheld in the absolute and sole discretion of PFG, provided that in the event PFG provides consent therefor, Bacou shall remain liable for all its obligations hereunder throughout the Term of this Agreement. The terms of this Agreement shall be binding upon and shall inure to the benefit of any such assignee or sublicensee hereunder.
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SUBLICENSING/ASSIGNMENT. Except for sublicenses to affiliates of Licensee which for purposes hereof shall mean entities which directly or indirectly are controlled by the Licensee or Urban Cool Network, Inc., as defined by Rule 405 promulgated by the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended, Licensee may not sublicense any of the rights granted herein and may not assign any of its rights hereunder without the prior written consent of Licensor which shall be exercised in good faith. This Agreement will inure to the benefit of the Licensor, its successors and assigns.
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Related to SUBLICENSING/ASSIGNMENT

  • SUBLICENSING AND ASSIGNMENT Controlled Affiliate shall not, directly or indirectly, sublicense, transfer, hypothecate, sell, encumber or mortgage, by operation of law or otherwise, the rights granted hereunder and any such act shall be voidable at the sole option of Plan or BCBSA. This Agreement and all rights and duties hereunder are personal to Controlled Affiliate.

  • Assignment and Sublicensing This Licence is personal to the Licensee. The Licensee must not dispose of, deal with, transfer, novate or assign its rights as Licensee under this Licence without obtaining the School Council’s prior written consent, which consent is at the absolute discretion of the School Council, and if granted, may be granted subject to such conditions as the School Council see fit to impose.

  • Sublicense (a) The license granted in Paragraph 2.1 includes the right of LICENSEE to grant Sublicenses to third parties during the Term but only for as long as the license to Patent Rights is exclusive.

  • Sublicensing Licensee shall have the right to grant sublicenses or to assign any or all of the rights granted hereunder only to an entity which has been approved in writing by CSMC (each, “Permitted Sublicensee”). Any such Permitted Sublicensee shall be subject in all respects to the provisions contained in this Agreement and Licensee will remain primarily liable to CSMC for, and shall be responsible for monitoring and enforcing, performance of all of Licensee’s obligations hereunder by any such Permitted Sublicensee. Without limiting the generality of the foregoing, as an express condition of any such sublicense, any such Permitted Sublicensee shall be required to agree in writing to be bound by commercially reasonable reporting and record keeping, indemnification and inspection provisions, and the applicable provisions of this Agreement, including, without limitation, those pertaining to the use of CSMC’s name and marks, indemnification of CSMC and the use of CSMC’s Confidential Information. Permitted Sublicensees may not further sublicense without CSMC’s prior written consent, which consent shall not be unreasonably withheld. Licensee shall promptly forward to CSMC a copy of any and all fully executed sublicense agreements, any subsequent amendments, and all copies of Permitted Sublicensees’ profit sharing or royalty reports, in no event more than thirty (30) days following execution or receipt thereof, as applicable. Licensee shall also keep CSMC reasonably informed with respect to the progress of any relations entered into with any Permitted Sublicensees. If Licensee shall conduct one or more audits of its Permitted Sublicensees hereunder during the term hereof, Licensee shall provide copies of all audit reports to CSMC on a timely basis. The covenants pertaining to the use of CSMC’s name and marks, the indemnification of CSMC and the use of CSMC’s Confidential Information in any sublicense or assignment shall run for the benefit of CSMC, who shall be expressly stated as being a third-party beneficiary thereof with respect to the covenants set forth in this Agreement. Licensee understands and agrees that none of its permitted sublicenses hereunder shall reduce in any manner any of its obligations set forth in this Agreement.

  • Patent Assignment Seller hereby sells, assigns, transfers and conveys to Purchaser all right, title and interest it has in and to the Patents and all inventions and discoveries described therein, including without limitation, all rights of Seller under the Assignment Agreements, and all rights of Seller to collect royalties under such Patents.

  • Lien; Valid Assignment Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliate, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title Exceptions) as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded mechanics’ or materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.

  • Valid Assignment No Receivable has been originated in, or is subject to the laws of, any jurisdiction under which the sale, transfer, assignment and conveyance of such Receivable under this Receivables Purchase Agreement or the Sale and Servicing Agreement or the pledge of such Receivable under the Indenture is unlawful, void or voidable or under which such Receivable would be rendered void or voidable as a result of any such sale, transfer, assignment, conveyance or pledge. The Seller has not entered into any agreement with any account debtor that prohibits, restricts or conditions the assignment of the Receivables.

  • Sublicense Agreements Sublicenses shall only be granted pursuant to written agreements, which shall be in compliance and not inconsistent with and shall be subject and subordinate to the terms and conditions of this Agreement (each, a "Sublicense Agreement"). Each such sublicense agreement shall contain, among other things, provisions to the following effect:

  • Intellectual Property Assignment The Assignor assigns to the Company, its successors and assigns, for good and sufficient consideration in connection with execution of the Operating Agreement dated DATE , the entire right, title and interest in Intellectual Property and the associated rights and causes of action (as defined below) relating to the Company. Assignor’s continuing membership in the Company is also conditioned on the assignment to the Company of Assignor’s rights in respect of any Intellectual Property created by Assignor during his/her term of membership in the Company.

  • Sublicensing Rights Novartis and its Affiliates may grant sublicenses of the license granted in Section 5.3.1(a), Section 5.3.2, and Section 5.3.3, and Intellia and its Affiliates may grant sublicenses of the license granted in Section 5.3.1(b), provided that (a) such sublicense (i) is in writing, (ii) is subject and subordinate to, and consistent with, the terms and conditions of this Agreement, and (iii) requires the applicable sublicensee to comply with all applicable terms of this Agreement [***]; (b) with respect to Novartis or any of its Affiliates as the sublicensing Party to the extent required by the Key License Agreements as in effect on the Effective Date or the agreements for any Included Intellia New In-Licensed Intellectual Property, Novartis promptly notifies Intellia of the grant of each sublicense and provides Intellia a copy of the final executed sublicense agreement, redacted for information not pertinent to this Agreement to the extent that such redactions do not reasonably impair Intellia’s ability to ensure compliance with this Agreement, the Key License Agreements or agreements for any Included Intellia New In-Licensed Intellectual Property, as applicable, (c) Novartis or Intellia, as applicable, shall be responsible for the failure by its sublicensees to comply with, and Novartis or Intellia, as applicable, guarantees the compliance by each of its sublicensees with, all relevant restrictions, limitations and obligations in this Agreement, and [***]. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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