Certain Obligations of Licensee Clause Samples

The 'Certain Obligations of Licensee' clause defines the specific duties and responsibilities that the licensee must fulfill under the agreement. Typically, this includes requirements such as adhering to usage restrictions, maintaining confidentiality, paying royalties or fees, and complying with applicable laws. For example, the licensee may be obligated to use the licensed material only for authorized purposes and to prevent unauthorized access or distribution. The core function of this clause is to clearly outline the licensee's obligations, thereby ensuring both parties understand their expectations and reducing the risk of disputes or misuse.
Certain Obligations of Licensee. 3.1 A new Section 4.4 shall be added to the License Agreement as follows:
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Certain Obligations of Licensee. Licensee shall not use any ▇▇▇▇ other than the Trademarks to identify the Licensed Product in connection with Commercialization. Licensee shall not, without Somaxon’s prior written consent, directly or indirectly, make any use of the Trademarks, or any ▇▇▇▇ which is confusingly similar thereto, as part of a corporate or trade name or in connection with any product or service, other than as permitted under this Agreement. (a) As between the Parties, Somaxon shall have the sole right and obligation, at its cost and expense, to obtain and maintain any registration, or other form of protection, for the Trademarks (excluding Licensee Trademarks) for use in connection with Commercialization. (b) Licensee, at Somaxon’s cost and expense, shall take such actions and provide such assistance as Somaxon may reasonably request from time to time, in connection with Somaxon filing, prosecuting or otherwise in connection with seeking any registration for any of the Trademarks (excluding Licensee Trademarks) for the Licensed Product in the Territory, and as may be reasonably necessary for Somaxon to renew, maintain, protect or enforce, any such Trademark or any pending application for registration or any registration therefor (including the filing of any applications for registration of any Trademark (excluding Licensee Trademarks) for use in connection with the Licensed Product in the Territory). (c) Licensee shall be permitted use Licensee Trademarks together with the Trademarks in connection with Commercialization so long as such use is in compliance with Section 2.4.1(c).
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Certain Obligations of Licensee. (a) Upon the termination of this agreement, Licensee shall place all master recordings which are the subject of this agreement and artwork therefor, at Licensor's disposal, at no cost to Licensor. (b) Upon termination of this agreement, Licensee shall make no further sales of records hereunder and shall forthwith destroy its then remaining inventory and furnish to Licensor an affidavit sworn to before a person authorized to take oaths that such destruction has been effected. (c) Licensee agrees that during the final six (6) months of the Term the wholesale prices charged by Licensee for records subject hereto shall be that generally prevailing prior thereto and no special allowances or discounts shall be given so as not to lessen the ongoing value of the master recordings which are the subject matter of this agreement.
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Certain Obligations of Licensee. 9.1 Licensee will market and distribute Runtime Licenses to its commercial End-Users, only in conjunction with the value-added items specified in Exhibit E of this License Agreement. In addition, Licensee will have and maintain expertise and resources in the installation, training, marketing and support of Runtime Licenses. 9.2 In addition, Licensee will have or maintain expertise and resources in development, installation, training and support with regard to hardware and operating systems as listed by Licensee in Exhibit A of this License Agreement. Dynamic may require Licensee to provide a manufacturers' certificate of expertise certifying that it has the expertise and resources specified 9.3 Licensee agrees to maintain Annual Maintenance, for each platform identified in Exhibit A of this Agreement, with Dynamic during the term of this License Agreement. Licensee is obligated to provide any and all support for Runtime Licenses required by its clients. 9.4 Licensee agrees that in the conduct of its business as a Reseller of computer systems and software, each copy of a Runtime License sold or sublicensed shall be operated only in conjunction with an authorized Dynamic Software Selection Number and/or enabling device (hereinafter a "SSN") supplied by Dynamic. Furthermore, such Runtime License operation shall be in compliance with the terms and conditions specified on the SSN and in the Licensing Agreement(s) of each individual Licensed Software product(s) listed on, or activated by that SSN. Each SSN pertains to a unique License Serial Number and is used to enable and activate a specific configuration of Licensed Software and register the installation, purchased or leased, by a specific End-User on a single computer system. SSN’s delivered under this Agreement must be registered by/to the actual End-User of the Runtime License. 9.5 Licensee agrees to incorporate an authorized SSN into each Runtime License prior to its delivery to any End-User. Licensee agrees to inform its End-User of the incorporated item(s) and to provide them with a copy of the actual, authorized SSN License Agreement for each installation. In addition, Licensee shall concurrently deliver a then current copy of Dynamic Licensing Agreements for each individual Licensed Software product(s) listed on, or activated by that SSN. Sample copies of the SSN License Agreement and individual Dynamic product Licensing Agreements, subject to modification by Dynamic at any time, are attached to this ...
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Certain Obligations of Licensee 
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Related to Certain Obligations of Licensee

  • Obligations of Licensee a) Licensee shall pay the first annual payment of the Licence Fee, and shall pay each annual payment of the Licence Fee thereafter, in accordance with the provisions of clause 8)c) below, by bank transfer or through a recognised agent. b) The Licensee shall be solely responsible for the Licensee’s Secure Network, its compatibility with the Websites and The Company of Biologists’ network and the ability of Authorised Users to access the Licensed Material via the Licensee’s Secure Network. c) The Licensee will: i) Use reasonable endeavours to ensure that Authorised Users are aware of and undertake to respect and not to infringe the intellectual property rights subsisting in the Licensed Materials; ii) Use reasonable endeavours to ensure that Authorised Users and potential Authorised Users are aware of and abide by the terms and conditions of this Licence, the Copyright Policy, the Website Terms and any other access controls as requested by The Company of Biologists; iii) Make access to the Licensed Materials available to Authorised Users only from an IP address authorised by The Company of Biologists; iv) Adopt reasonable measures to prevent access to and improper use of Licensed Materials by unauthorised persons, and take responsibility for terminating any access to the Licensed Materials by Authorised Users making improper use of the Licensed Materials, or having unauthorised access of which the Licensee has notice or knowledge; v) Promptly notify The Company of Biologists in the event that the Licensee becomes aware of any infringement or unauthorised usage of the Licensed Materials, or breach of the terms of this Licence. In the event that Licensee becomes aware of any such infringement, breach or unauthorised use, Licensee shall co-operate in the investigation and pursuit of such infringement, unauthorised use or breach and shall use all reasonable efforts to ensure that such activity ceases and to prevent any reoccurrence; and vi) Supply The Company of Biologists with complete and accurate Registration Information at all times. Licensee shall notify The Company of Biologists of any changes to the Registration Information. d) Licensee acknowledges that The Company of Biologists is the owner or licensee of the intellectual property rights subsisting in the Licensed Materials (including but not limited to The Company of Biologists’ copyright, trade mark rights and database rights) and that other than as expressly set out in this Licence, no rights to such intellectual property rights are granted to the Licensee or Authorised Users under this Licence. e) The Licensee shall notify The Company of Biologists promptly in the event that the Licensee becomes aware of any claim by any third party that the Licensed Materials infringe the intellectual property rights of a third party. f) The Licensee agrees to inform ▇▇▇▇▇▇▇▇ Authors that the Licence is in place and that their articles can be made Open Access Articles on acceptance in a Licensed Title forming part of the Licensed Materials. g) The Licensee shall ensure that Eligible Authors shall identify themselves as being eligible to The Company of Biologists by using an appropriate institutional email address throughout the submission process. h) The Licensee shall use all reasonable efforts to make its authors aware that to become Eligible Authors and for the Licensee therefore to benefit most from the Licence, they should be prepared to take on the responsibilities of Corresponding Author. i) For the avoidance of doubt, any articles published in a Hybrid Journal that are not designated as Open Access Articles will not be available to access pursuant to the CC BY Version 4.0 terms

  • Certain Obligations Whenever this Agreement requires any of the Subsidiaries of any Party to take any action, this Agreement will be deemed to include an undertaking on the part of such Party to cause such Subsidiary to take such action.

  • Limitations of Liability The Trustee shall have no responsibility or liability to: (a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein; (b) Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct; (c) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the accuracy of the information contained in the Registration Statement; (h) Provide any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated by the Registration Statement; (i) File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, tax obligations, except pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j) or 1(k) hereof.

  • CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs

  • Conditions of Parties Obligations 7.1 Conditions of Investor's Obligations at the Closing. The --------------------------------------------------- obligation of Investor to purchase and pay for the Investor Stock is subject to the fulfillment prior to or on the Closing Date of the following conditions, any of which may be waived in whole or in part by Investor: