Grant of Certain Rights Clause Samples

Grant of Certain Rights. (a) CASI hereby grants to RESELLER, and RESELLER hereby accepts, the non-exclusive worldwide right, subject to the other provisions of this Agreement, (i) to use and modify the Source Code to the Products to create Derivative Works of the Products incorporating modifications, enhancements and custom configurations of the Products, (ii) to use the Products and Derivative Works, in Source Code and Object Code form, to provide services to RESELLER's Customers and sublicensees and (iii) to market, distribute, license and support the Products and Derivative Works, in object-code form, to RESELLER's Customers and sublicensees. Notwithstanding anything herein to the contrary, RESELLER's rights to the Source Code shall only become effective in the event RESELLER is entitled to receive the Source Code pursuant to the Restated License (as defined below). (b) RESELLER acknowledges that CASI shall have the unrestricted right to market, distribute and support the Products (except in those exclusive territories as set forth in the Amended and Restated License Agreement entered into between the parties hereto and Glasgal as of the date of this Agreement ("Restated License")), directly and through authorized third parties, without any obligation to RESELLER under this Agreement, unless otherwise agreed in writing by CASI. Notwithstanding the above, CASI shall not enter into any agreement with a third party which provides for the right to license or resell the Products in the countries comprising Asia, the Pacific Rim, Japan or Australia without allowing RESELLER a first right of refusal to create an agreement with such third party as a distributor and/or sub-licensee and/or first offering RESELLER the right to license or resell on terms and conditions, including price, equivalent to those contained in the proposed third party agreement. (c) RESELLER shall have the right, without charge, to use one (1) limited evaluation copy of each Product for demonstration purposes during the term hereof. Such copy shall be restricted to use for internal testing of the product, training of Reseller employees, or demonstration to prospective Customers, and shall be subject to the terms and conditions (other than the payment terms) of the Trial License Agreement. In addition to the provisions of the License Agreement, Reseller agrees that it will not use the evaluation copy on behalf of, or for use by, any Customer, or receive any monetary compensation from any third party for the use dir...
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Grant of Certain Rights. Notwithstanding the foregoing provisions of this Article II, so long as, but only so long as, no Event of Default (including no Underlying Default) has occurred and is continuing, (a) the Collateral Agent authorizes the Pledgor to, subject to the terms of the Credit Agreement, exercise all rights in, to and under, or arising out of any or all of the Collateral (including, but not limited to, to the right to receive all moneys under the Mortgage and the Underlying Note) other than any right to terminate, amend, modify, waive or supplement the Mortgage, the Underlying Note or the Pledged Contracts or exercise any remedies under any of the foregoing Collateral and (b) the Collateral Agent agrees that it will not exercise the rights granted under Section 2.2 hereof and, subject to the above, authorizes the Pledgor to exercise all such rights.
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Related to Grant of Certain Rights

  • Termination of Certain Rights Any termination of this Lease pursuant to this Article 13 shall cause any right of the Lessee to extend the Term of this Lease, granted to the Lessee herein and any right of the Lessee to purchase the Leased Property contained in this Lease to be terminated and to be without further force or effect.

  • Enforcement of Certain Rights Nothing expressed or implied in this Agreement is intended, or will be construed, to confer upon or give any Person other than the Parties, and their successors or permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement, or result in such Person being deemed a third party beneficiary of this Agreement.

  • Waiver of Certain Rights Each Member irrevocably waives any right it may have to maintain any action for dissolution of the Company or for partition of the property of the Company.

  • Certain Rights With the approval of Beneficiary, Trustee shall have the right to take any and all of the following actions: (a) to select, employ and advise with counsel (who may be, but need not be, counsel for Beneficiary) upon any matters arising hereunder, including the preparation, execution and interpretation of the Security Documents, and shall be fully protected in relying as to legal matters on the advice of counsel; (b) to execute any of the trusts and powers hereof and to perform any duty hereunder either directly or through his agents or attorneys; (c) to select and employ, in and about the execution of his duties hereunder, suitable accountants, engineers and other experts, agents and attorneys-in-fact, either corporate or individual, not regularly in the employ of Trustee, and Trustee shall not be answerable for any act, default or misconduct of any such accountant, engineer or other expert, agent or attorney-in-fact, if selected with reasonable care, or for any error of judgment or act done by Trustee in good faith, or be otherwise responsible or accountable under any circumstances whatsoever, except for Trustee’s gross negligence or bad faith; and (d) to take any and all other lawful action as Beneficiary may instruct Trustee to take to protect or enforce Beneficiary’s rights hereunder. Trustee shall not be personally liable in case of entry by him, or anyone entering by virtue of the powers herein granted him, upon the Mortgaged Property for debts contracted or liability or damages incurred in the management or operation of the Mortgaged Property. Trustee shall have the right to rely on any instrument, document or signature authorizing or supporting any action taken or proposed to be taken by him hereunder, believed by him in good faith to be genuine. Trustee shall be entitled to reimbursement for expenses incurred by him in the performance of his duties hereunder and to reasonable compensation for such of his services hereunder as shall be rendered. Grantor will, from time to time, pay the compensation due to Trustee hereunder and reimburse Trustee for, and save him harmless against, any and all liability and expenses which may be incurred by him in the performance of his duties.

  • Treatment of Certain Refunds If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.17 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.