Good Faith Effort to Exploit Rights Clause Samples

The "Good Faith Effort to Exploit Rights" clause requires a party, typically a licensee, to actively and honestly pursue the commercial use or development of the rights granted under an agreement. In practice, this means the party must take reasonable steps, such as marketing, production, or distribution, to ensure the licensed rights are utilized and not left dormant. The core function of this clause is to prevent the rights holder from being disadvantaged by a licensee who acquires rights but fails to use them, thereby ensuring the intended benefits of the agreement are realized.
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Good Faith Effort to Exploit Rights. If within three months of the execution of this Agreement the Licensee has failed to take any good faith steps to exploit the rights granted to it (for example, by seeking to obtain Titan's approval of a proposed Licensed Product, or commencing to manufacture and sell an approved Licensed Product), Titan shall have the right to terminate this Agreement immediately by giving written notice of termination to the Licensee. If within three months of the execution of this Agreement the Licensee has failed to submit to Titan a prototype of a particular Licensed Product, such Licensed Product shall be automatically deleted from the definition of "Licensed Products" under subparagraph 1(e) of this Agreement, and all rights to such Licensed Product shall revert to Titan.
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Good Faith Effort to Exploit Rights. If within three months of the execution of this Agreement the Licensee has failed to take any good faith steps to exploit the rights granted to it (for example, by seeking to obtain UM’s approval of a proposed Licensed Product, or commencing to manufacture and sell an approved Licensed Product,) UM shall have the right to terminate this Agreement immediately by giving written notice of termination to the Licensee.
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Good Faith Effort to Exploit Rights. If within three months of the execution of this Agreement the Sublicensee has failed to take any good faith steps to exploit the rights granted to it (for example, by seeking to obtain the Licensee's and UFS's approval of a proposed Licensed Product, or commencing to manufacture and sell an approved Licensed Product), the Licensee shall have the right to terminate this Agreement immediately by giving written notice of termination to the Sublicensee.
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Good Faith Effort to Exploit Rights. If within six months of the execution of this Agreement the Licensee has failed to take any good faith steps to exploit the rights granted to it by commencing to manufacture and sell the Licensed Product), Licensor shall have the right to terminate this Agreement immediately by giving written notice of termination to the Licensee.
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Related to Good Faith Effort to Exploit Rights

  • Audit Rights Period for All Other Accounts and Records Accounts and records related to a Party’s performance or satisfaction of its obligations under this Agreement other than those described in Article 25.4.1 of this Agreement shall be subject to audit as follows: (i) for an audit relating to cost obligations, the applicable audit rights period shall be twenty-four months after the auditing Party’s receipt of an invoice giving rise to such cost obligations; and (ii) for an audit relating to all other obligations, the applicable audit rights period shall be twenty-four months after the event for which the audit is sought.

  • Possessory Collateral Agent as Gratuitous Bailee for Perfection (a) The Possessory Collateral shall be delivered to the Credit Agreement Collateral Agent and the Credit Agreement Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee for the benefit of each other ▇▇▇▇ ▇▇▇▇ Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable ▇▇▇▇ ▇▇▇▇ Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time the Credit Agreement Collateral Agent is not the Applicable Collateral Agent, the Credit Agreement Collateral Agent shall, at the request of the Additional ▇▇▇▇ ▇▇▇▇ Collateral Agent, promptly deliver all Possessory Collateral to the Additional ▇▇▇▇ ▇▇▇▇ Collateral Agent together with any necessary endorsements (or otherwise allow the Additional ▇▇▇▇ ▇▇▇▇ Collateral Agent to obtain control of such Possessory Collateral). The Company shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify each Collateral Agent for loss or damage suffered by such Collateral Agent as a result of such transfer except for loss or damage suffered by such Collateral Agent as a result of its own willful misconduct, gross negligence or bad faith. (b) The Applicable Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee for the benefit of each other ▇▇▇▇ ▇▇▇▇ Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable ▇▇▇▇ ▇▇▇▇ Security Documents, in each case, subject to the terms and conditions of this Section 2.09. (c) The duties or responsibilities of each Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee for the benefit of each other ▇▇▇▇ ▇▇▇▇ Secured Party for purposes of perfecting the Lien held by such ▇▇▇▇ ▇▇▇▇ Secured Parties therein.

  • Accounts Not Required to Be Reviewed, Identified, or Reported Unless the Reporting Finnish Financial Institution elects otherwise, either with respect to all Preexisting Individual Accounts or, separately, with respect to any clearly identified group of such accounts, where the implementing rules in Finland provide for such an election, the following Preexisting Individual Accounts are not required to be reviewed, identified, or reported as U.S.

  • Entity Accounts Not Required to Be Reviewed, Identified or Reported Unless the Reporting Singaporean Financial Institution elects otherwise, either with respect to all New Entity Accounts or, separately, with respect to any clearly identified group of such accounts, where the implementing rules in Singapore provide for such election, a credit card account or a revolving credit facility treated as a New Entity Account is not required to be reviewed, identified, or reported, provided that the Reporting Singaporean Financial Institution maintaining such account implements policies and procedures to prevent an account balance owed to the Account Holder that exceeds $50,000.

  • STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the exercise of reasonable care in the custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property. Neither the Collateral Agent nor any of its directors, officers, employees or agents shall be liable for failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or otherwise. If any Grantor fails to perform any agreement contained herein, the Collateral Agent may itself perform, or cause performance of, such agreement, and the expenses of the Collateral Agent incurred in connection therewith shall be payable by each Grantor under Section 10.2 of the Credit Agreement.