TS2 License Option Sample Clauses

TS2 License Option. (a) Pursuant to the terms of the TS2 License Agreement, TSYS has licensed the Licensed Materials to Capital One (“TS2 License”). At any time following either (i) completion of the Processing Year [***] (except if the Agreement is being terminated by TSYS pursuant to Section 19.1(b)); or (ii) the date this Agreement is terminated by either party (except where such termination is (A) by Capital One for convenience pursuant to Section 19.2 effective prior to the end of Processing Year [***]; (B) by TSYS pursuant to Section 19.1(b); or (C) by either party prior to the Commencement Date), Capital One may exercise an option to activate the TS2 License (the “License Option”). (b) If Capital One exercises the License Option the parties shall cooperate to transition the Capital One Accounts from TSYS’ to Capital One’s (or its designee’s) facility in accordance with the appropriate portions of Schedule A, applicable portions of Section 19.8, if any, and the TS2 License Agreement. (c) If Capital One exercises the License Option, this Agreement will terminate on the Actual Migration Completion Date. (d) If Capital One exercises the License Option, and the effective date of termination of this Agreement pursuant to Section 8.13(c) is during the [***] or [***] Processing Years, then Capital One will pay the applicable Termination Charge specified in Section 6 of Schedule C. (e) On the date Capital One exercises the License Option, it shall elect whether or not to include [***] in the Licensed Materials. Capital One may not elect to include [***] in the Licensed Materials if Capital One did not [***] to include [***] in the scope of Services under this Agreement as of the Commencement Date, or did so elect but subsequently removed [***] from the scope of Services under this Agreement, unless the parties reach agreement on new financial terms for the inclusion of [***] in the Licensed Materials. The parties acknowledge that the [***] in the TS2 License Agreement with [***] included are based on the assumption that [***] will be [***] the Services provided by TSYS throughout the Term. (f) At any time prior to the Actual Migration Completion Date, Capital One may rescind the exercise of the License Option and continue receiving Services under this Agreement as if the License Option had not been exercised. Without modifying the parties’ obligations under Section 7.4 of Schedule C, Capital One shall [***] TSYS for its [***] in [***] for the [***] (and any [***] to [***] to [*...
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Related to TS2 License Option

  • Research License Each Collaborator shall allow the other Collaborator to practice any of its Non- Subject Inventions for the purpose of performing the Cooperative Work. No license, express or implied, for commercial application(s) is granted to either Collaborator in Non-Subject Inventions by performing the Cooperative Work. For commercial application(s) of Non-Subject Inventions, a license must be obtained from the owner.

  • Exclusive License Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee an exclusive, royalty-bearing license, with the right to grant sublicenses (subject to the provisions of Section 2.1(d) below), in the Territory to and under the Exclusively Licensed Know-How to research, develop, make, have made, use, have used, sell, have sold, offer for sale, import and export Licensed Products in the Field.

  • SOFTWARE LICENSE GRANT Where Product is acquired on a licensed basis the following shall constitute the license grant:

  • License Agreement The Trust shall have the non-exclusive right to use the name "Invesco" to designate any current or future series of shares only so long as Invesco Advisers, Inc. serves as investment manager or adviser to the Trust with respect to such series of shares.

  • Software License Agreement 1) Customers acquiring software licenses under the Contract shall hold, use and operate such software subject to compliance with the Software License Agreement set forth in Appendix D of this Contract. No changes to the Software License Agreement terms and conditions may be made unless previously agreed to between Vendor and DIR. Customers may not add, delete or alter any of the language in Appendix D; provided however, that a Customer and Vendor may agree to additional terms and conditions that do not diminish a term or condition in the Software License Agreement, or in any manner lessen the rights or protections of Customer or the responsibilities or liabilities of Vendor. Order Fulfiller shall make the Software License Agreement terms and conditions available to all Customers at all times. 2) Compliance with the Software License Agreement is the responsibility of the Customer. DIR shall not be responsible for any Customer’s compliance with the Software License Agreement. If DIR purchases software licenses for its own use under this Contract, it shall be responsible for its compliance with the Software License Agreement terms and conditions.