Trademarks and Other Rights Sample Clauses

Trademarks and Other Rights. 13.1 PRN hereby grants Tear a non-exclusive, royalty free license to use the Product Trademarks and PRN Corporate Name solely for purposes of exercising its rights and satisfying its obligations hereunder, which license shall terminate upon the expiration or earlier termination of this Agreement for any reason. Except as expressly set forth in this Agreement, nothing in this Agreement shall give Tear any rights, title or interest in and to the Product Trademarks, PRN Corporate Name, any PRN intellectual property, any PRN Promotional Materials or other property of PRN. Furthermore, following expiration or termination of this Agreement, Tear will, at the written request of PRN, destroy or turn over to PRN all Tear Promotional Materials and will not, after such expiration or termination, utilize any such Tear Promotional Materials or transfer such materials to any Third Party. 13.2 Tear shall not use the Product Trademarks or PRN Corporate Name (collectively, the “Marks”) as part of its own trademarks, service marks, trade names or logos or in any other manner not contemplated by this Agreement. Each Party acknowledges that nothing contained in this Agreement transfers to the other Party any right, title or proprietary interest (including without limitation any intellectual property rights) of the other Party, in any part of the marketing or promotional efforts which are the subject matter hereof, or any proprietary information (including Marks), trade secrets, know-how, inventions, patents (including any applications, extensions, continuations, renewals and re-issues thereof), copyrights, designs and industrial designs or in the PRN business model. 13.3 PRN may not use Tear’s corporate name or any of Tear’s trademarks, service marks or logos without Tear’s prior written consent. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions
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Trademarks and Other Rights. The Loan Parties own, license or otherwise have the full right to use, under validly existing agreements, all material patents, licenses, trademarks, trade names, trade secrets, service marks, copyrights and all rights with respect thereto, which are required to conduct their businesses as now conducted, except where the failure to own, license or otherwise have the full right to use could not reasonably be expected to result in a Material Adverse Effect.
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Trademarks and Other Rights. Hocus-Pocus hereby grants to Buyer the right to use the Trademarks and Other Rights on a non-exclusive basis for the term of the Master Lease and any extension thereof. Hocus-Pocus hereby acknowledges that it has received $100.00 as express consideration for such grant. Hocus Pocus further acknowledges that the Trade Marks and Other Rights are freely assignable to any lender of Buyer or any third party in connection with its use of the Raw Bar Space. Hocus Pocus shall execute any reasonable documentation necessary in connection therewith. Buyer's continued right to use the Trade Marks and Other Rights shall be conditioned upon Buyer maintaining menu items, prices and food quality substantially similar to other Monty's Raw Bars in Miami-Dade County, Florida; however Buyer can add up to 30% additional items to the menu ("Operating Covenant"). In order to assist Buyer in complying with the Operating Covenant Hocus Pocus shall provide Buyer with written notice of any change in the menu items and Buyer shall have 30 days to implement such change. For so long as Xxxxxxx X. Xxxxxxxx or a company owned or controlled by him operates the Raw Bar Space pursuant to the Management Agreement or other agreement the foregoing condition shall be deemed to meet the Operating Covenant. The failure to meet the Operating Covenant shall be grounds for Seller revoking its grant provided in this Section 28 after notice and expiration of a 30-day period of time to cure. The Seller's decision to revoke such rights for failure to meet the Operating Covenant shall be subject to challenge by the Buyer whose remedy shall be to submit the dispute to a panel of three arbitrators of the American Arbitration Association (the "AAA") in accordance with AAA Rules and the decision shall be final and binding. Each party will select one arbitrator (the "Party Arbitrators") and the Party Arbitrators will select the third arbitrator. The fees of the AAA for the arbitration and the fees of the third arbitrator shall be shared equally. Each party shall pay its Party Arbitrators' fees and its own attorney's fees and costs. The provisions of this Section 28 shall survive the Closing.
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Trademarks and Other Rights. 15.1 USE OF TOSHIBA NAME. Toshiba hereby permits ACC to use the trademark
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Trademarks and Other Rights. (1) B&J represents and warrants that its current and future trademarks, designs, logo-marks and other industrial property rights (as described in Annex 3 and hereinafter collectively called "B&J MARKS") are and will be legal for TOWER to use in the TERRITORY in connection with the sale and distribution of the PRODUCTS during the term of this Agreement, and TOWER, to the best of B&J's knowledge and belief, is free from any infringement of patent, design, trademark, copyright or other industrial property right of any third party. Annex 3 will be modified from time to time by B&J upon the creation and/or registration of new or current B&J MARKS. Notwithstanding the foregoing, nothing herein shall be construed as granting to the Japanese parties to this Agreement a license to use the B&J MARKS or any other trademarks or trade names of B&J. (2) B&J will at its own expense register and hold all legal rights of and to the B&J MARKS. TOWER and SEVEN-ELEVEN will cooperate with B&J to protect and defend the B&J MARKS in accordance with any request from B&J. TOWER, IY GROUP, SEVEN-ELEVEN and ATF acknowledge that B&J is the sole owner of the B&J MARKS, that they will not use or claim any rights in the B&J MARKS, except for the purpose of the sale, promotion and distribution of the PRODUCTS as permitted in this Agreement, and that they will not license, sublicense or register the B&J MARKS in the TERRITORY or any other location or jurisdiction. (3) The B&J MARKS will not be used by TOWER, IY GROUP, SEVEN-ELEVEN and/or ATF in any manner with any products of any nature manufactured or sold by or on behalf of TOWER, IY GROUP, SEVEN-ELEVEN and/or ATF, except for the PRODUCTS manufactured by B&J and sold to TOWER and SEVEN-ELEVEN under this Agreement. (4) Whether or not B&J succeeds in obtaining registrations of any or all of the B&J MARKS in the TERRITORY, all of the other parties to this Agreement acknowledge B&J's proprietary rights therein and undertake not to do anything, during or after the term of this Agreement, which could adversely affect such proprietary rights or the distinctiveness of the aforesaid trademarks. TOWER, IY GROUP, SEVEN-ELEVEN and ATF agree that they will not use or display the B&J MARKS in product literature, or in connection with the sale, promotion or distribution of the PRODUCTS at trade shows or elsewhere, or in any other manner, which has not received the prior written approval of B&J. (5) If TOWER and/or SEVEN-ELEVEN discover any infringemen...
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Trademarks and Other Rights 
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Related to Trademarks and Other Rights

  • Adjustments and Other Rights The Exercise Price and the number of Shares issuable upon exercise of this Warrant shall be subject to adjustment from time to time as follows; provided, that if more than one subsection of this Section 13 is applicable to a single event, the subsection shall be applied that produces the largest adjustment and no single event shall cause an adjustment under more than one subsection of this Section 13 so as to result in duplication:

  • COPYRIGHT, PATENTS AND OTHER PROPRIETARY RIGHTS 16.1 Except as is otherwise expressly provided in writing in the Contract, UNDP shall be entitled to all intellectual property and other proprietary rights including, but not limited to, patents, copyrights, and trademarks, with regard to products, processes, inventions, ideas, know-how, or documents and other materials which the Contractor has developed for UNDP under the Contract and which bear a direct relation to or are produced or prepared or collected in consequence of, or during the course of, the performance of the Contract. The Contractor acknowledges and agrees that such products, documents and other materials constitute works made for hire for UNDP. 16.2 To the extent that any such intellectual property or other proprietary rights consist of any intellectual property or other proprietary rights of the Contractor: (i) that pre-existed the performance by the Contractor of its obligations under the Contract, or (ii) that the Contractor may develop or acquire, or may have developed or acquired, independently of the performance of its obligations under the Contract, UNDP does not and shall not claim any ownership interest thereto, and the Contractor grants to UNDP a perpetual license to use such intellectual property or other proprietary right solely for the purposes of and in accordance with the requirements of the Contract. 16.3 At the request of UNDP, the Contractor shall take all necessary steps, execute all necessary documents and generally assist in securing such proprietary rights and transferring or licensing them to UNDP in compliance with the requirements of the applicable law and of the Contract. 16.4 Subject to the foregoing provisions, all maps, drawings, photographs, mosaics, plans, reports, estimates, recommendations, documents, and all other data compiled by or received by the Contractor under the Contract shall be the property of UNDP, shall be made available for use or inspection by UNDP at reasonable times and in reasonable places, shall be treated as confidential, and shall be delivered only to UNDP authorized officials on completion of work under the Contract.

  • Voting and Other Rights (a) Only those Record Holders of Voting Shares on the Record Date set pursuant to Section 7.3 shall be entitled to notice of, and to vote at, a meeting of Members or to act with respect to matters as to which the holders of the Voting Shares have the right to vote or to act. All references in this Agreement to votes of, or other acts that may be taken by, the Voting Shares shall be deemed to be references to the votes or acts of the Record Holders of such Voting Shares on such Record Date. (b) With respect to Voting Shares that are held for a Person’s account by another Person (such as a broker, dealer, bank, trust company or clearing corporation, or an agent of any of the foregoing), in whose name such Voting Shares are registered, such other Person shall, in exercising the voting rights in respect of such Voting Shares on any matter, and unless the arrangement between such Persons provides otherwise, vote such Voting Shares in favor of, and at the direction of, the Person who is the Beneficial Owner, and the Company shall be entitled to assume it is so acting without further inquiry. (c) No Members shall have any cumulative voting rights.

  • Transfers and Other Liens Grantors shall not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, except as expressly permitted by the Credit Agreement, or (ii) create or permit to exist any Lien upon or with respect to any of the Collateral of any Grantor, except for Permitted Liens. The inclusion of Proceeds in the Collateral shall not be deemed to constitute Agent’s consent to any sale or other disposition of any of the Collateral except as expressly permitted in this Agreement or the other Loan Documents;

  • Inventions and Other Intellectual Property (A) The parties foresee that the Employee may make inventions or create other intellectual property in the course of his duties and agree that in this respect the Employee has a special responsibility to further the interests of the Company and the Group Companies. (B) Any invention, improvement, design, process, information, copyright work, trade xxxx or trade name or get-up made, created or discovered by the Employee in the course of the Employment (whether capable of being patented or registered or not and whether or not made or discovered in the course of the Employment) in conjunction with or in any way affecting or relating to the business of the Company or of any Group Company or capable of being used or adapted for use in or in connection with such business ("Intellectual Property Rights") shall -be disclosed immediately to the Company and shall (subject to Sections 39 to 43 Patents Act 1977) belong to and be the absolute property of the Company or such Group Company as the Company may direct. (C) If and whenever required so to do by the Company the Employee shall at the expense of the Company or such Group Company as the Company may direct: apply or join with the Company or such Group Company in applying for letters patent or other protection or registration for an other Intellectual Property Rights in the United Kingdom and in any other part of the world; and execute all instruments and do all things necessary for vesting all such right, title and interest in such letters patent or other Intellectual Property Rights in the Company or such Group Company or such other person as the Company may specify absolutely as sole beneficial owner. (D) The Employee irrevocably and unconditionally waives all rights under Chapter IV of Part 1 of the Copyright , Designs and Patents Xxx 0000 in connection with his authorship Copyright of any existing or future copyright work in the course of the Employment, in whatever part of the world such rights may be enforceable including, without limitation: (i) the right conferred by section 77 of that Act to be identified as the author of any such work., and (ii) the right conferred by section 80 of that Act not to have any such work subjected to derogatory treatment. (E) The Employee irrevocably appoints the Company to be his Attorney in his name and on his behalf to execute any such instrument or do any such thing and generally to use his name for the purpose of giving to the Company the full benefits of this clause 13. A certificate in writing in favour of any third party signed by any director or by the Secretary of the Company that any, instrument or act falls within the authority conferred by this Agreement shall be conclusive evidence that such is the case. (F) Nothing in this clause 13 shall be construed as restricting the rights of the Employee or the Company under sections 39 to 43 Patents Xxx 0000.

  • Documents and Other Materials I will keep and maintain adequate and current records of all Proprietary Information and Company-Related Developments developed by me during my employment, which records will be available to and remain the sole property of the Company at all times. All files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, program listings, blueprints, models, prototypes, or other written, photographic or other tangible material containing Proprietary Information, whether created by me or others, which come into my custody or possession, are the exclusive property of the Company to be used by me only in the performance of my duties for the Company. Any property situated on the Company’s premises and owned by the Company, including without limitation computers, disks and other storage media, filing cabinets or other work areas, is subject to inspection by the Company at any time with or without notice. In the event of the termination of my employment for any reason, I will deliver to the Company all files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, program listings, blueprints, models, prototypes, or other written, photographic or other tangible material containing Proprietary Information, and other materials of any nature pertaining to the Proprietary Information of the Company and to my work, and will not take or keep in my possession any of the foregoing or any copies.

  • Proxies and Other Materials The Custodian shall cause all proxies relating to Securities which are not registered in the name of the Fund to be promptly executed by the registered holder of such Securities, without indication of the manner in which such proxies are to be voted, and shall promptly deliver to the Trust such proxies, all proxy soliciting materials and all notices relating to such Securities. With respect to the foreign Securities, the Custodian will use reasonable commercial efforts to facilitate the exercise of voting and other shareholder rights, subject to the laws, regulations and practical constraints that may exist in the country where such securities are issued. The Trust acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the effect of severely limiting the ability of the Trust to exercise shareholder rights.

  • RIGHTS IN WORK PRODUCT AND OTHER INFORMATION A. Work Product Contractor assigns to the Purchasing Entity and its successors and assigns, the entire right, title, and interest in and to all causes of action, either in law or in equity, for past, present, or future infringement of intellectual property rights related to the Work Product and all works based on, derived from, or incorporating the Work Product under an Order. Whether or not Contractor is under contract with the State at the time, Contractor shall execute applications, assignments, and other documents, and shall render all other reasonable assistance requested by the State, to enable the Purchasing Entity to secure patents, copyrights, licenses and other intellectual property rights related to the Work Product. To the extent that Work Product would fall under the definition of “works made for hire” under 17 U.S.C.S. §101, the parties intend the Work Product to be a work made for hire.

  • Equipment and Other Tangible Property The Company or one of its Subsidiaries owns and has good title to, and has the legal and beneficial ownership of or a valid leasehold interest in or right to use by license or otherwise, all material machinery, equipment and other tangible property reflected on the books of the Company and its Subsidiaries as owned by the Company or one of its Subsidiaries, free and clear of all Liens other than Permitted Liens. All material personal property and leased personal property assets of the Company and its Subsidiaries are structurally sound and in good operating condition and repair (ordinary wear and tear expected) and are suitable for their present use.

  • Mechanics' and Other Liens 20.1 If any mechanic's, laborer's or materialman's lien shall at any time be filed against the Property or any part thereof with respect to any work done, or labor or materials furnished, or caused to be furnished, by Tenant or anyone claiming through or under Tenant, or any judgment, attachment or levy is filed or recorded against the Property or any part thereof by anyone claiming through or under Tenant, Tenant, within thirty (30) days after notice of the filing thereof, shall cause the same to be discharged of record by payment, deposit, bond, order of a court of competent jurisdiction or otherwise. If Tenant shall fail to cause such lien, judgment, attachment or levy to be discharged within the period aforesaid, then, in addition to any other right or remedy, Landlord may, but shall not be obligated to, discharge the same by bonding proceedings, if permitted by law (and if not so permitted, by deposit in court). Any amount so paid by Landlord, including all costs and expenses paid by Landlord in connection therewith, together with interest thereon at the rate of 18% per annum (or, if lower, the maximum rate permitted by law) from the respective dates of Landlord's so paying any such amount, cost or expense, shall constitute additional rent payable by Tenant under this Lease and shall be paid by Tenant to Landlord on demand. 20.2 Nothing contained in this Lease shall be deemed or construed in any way as constituting the consent or request of Landlord, express or implied, by inference or otherwise, to any contractor, subcontractor, laborer or materialman for the performance of any labor or the furnishing of any materials for any specific improvement, alteration to or repair of the Demised Premises, or any part thereof, or as giving Tenant any right, power or authority to contract for or permit the rendering of any services or the furnishing of any materials that would give rise to the filing of any mechanic's liens against Landlord's interest in the Demised Premises. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic's or other lien for any such labor or materials shall attach to or affect the reversion or estate or interest of Landlord in and to the Demised Premises.

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