Licensors Obligations Sample Clauses
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Licensors Obligations. Licensor, at its expense, shall defend any third party claim brought against Licensee to the extent it is based on a claim that the Licensor Marks, when used as provided for by this Agreement, infringes any Trademark of any third party. Licensor shall pay any award against Licensee, or settlement entered into on Licensee’s behalf, based on such infringement, but only if Licensee notifies Licensor promptly in writing of the claim, provides reasonable assistance in connection with the defense and settlement thereof, and permits Licensor to control the defense and settlement thereof. Licensor will have no liability to the extent the alleged infringement is caused by any unauthorized use by Licensee of the Licensor Marks. Licensor further agrees it shall be solely liable for and against any and all claims, demands, damage, liability, actions, causes of action, loss, cost, and expense of any nature whatsoever (including without limitation, investigation costs and expenses, accountant's fees and expenses, and attorneys' fees and expenses incident thereto) by reason of any actual or alleged injury, including death of any person whomsoever, any actual or alleged financial loss to any person or other entity, whomsoever or whatsoever, or any actual or alleged loss, damage, or destruction of property of every class and description owned by or in the possession of any person or other entity, whomsoever or whatsoever, in any manner and however arising out of or attributed to the products manufactured and marketed by other Licensor licensees that may reflect on Licensee as a licensee of Licensor. Licensor warrants to Licensee that Licensor, as of the Effective Date, has no effective license agreement with any other party within the Territory pertaining to Licensed Products bearing the Licensor M▇▇▇(s). Licensor further warrants it has full authority to enter into this Agreement and has full legal authority to grant licenses in Licensor M▇▇▇(s) to Licensee
Licensors Obligations. 4.5.1. ▇▇▇▇▇ the Licensee the right to use the intellectual property (the Service) as in the Agreement. Ensure 24/7 availability of the Service, apart from preventive maintenance time.
4.5.2. Keep confidential any information, materials, documents which become available to the Licensee in the course of performance of this Agreement.
4.5.3. Duly publish the official messages (documents) related to the right to use the Service.
Licensors Obligations. LICENSOR shall pay all taxes, fees and assessments against the Site or Tower, and shall pay all net income, excise, gross receipts, gross margin, business and operation, license and other forms of taxation upon its operations, business or income. If personal property taxes on or attributable to the Antenna Facilities are billed to LICENSOR under local taxing laws or regulations, LICENSOR shall promptly upon receipt of such tax bills notify LICENSEE of such taxes and provide a calculation of the taxes on or attributable to the Antenna Facilities, and copies of such bills to LICENSEE. If LICENSOR fails to provide the foregoing items to LICENSEE within fifteen (15) days of the date of the tax bill, then LICENSEE shall have no obligation to reimburse LICENSOR for, or to pay, such taxes. If LICENSOR fails to pay when due any taxes or other fees and assessments attributable to the Site or Tower, LICENSEE shall have the right, but not the obligation, to pay said taxes. In such event, LICENSOR shall reimburse LICENSEE for such expenditures and LICENSEE may, in its discretion, deduct any portion of such expenditures from any License Fees due under the applicable SLA.
Licensors Obligations. The Licensor shall [use all reasonable efforts] to deliver the Delivery Materials to the Licensee on or before the Delivery Date. “
Licensors Obligations. (a) Licensor is not, and shall not be, obligated to, but may, engage in any way or to any extent in (i) any marketing or promotional activities relating to the Products or (ii) making any representation or statement to investors or prospective investors in connection with the marketing or promotion of the Products by Licensee.
(b) Licensor agrees to provide reasonable support for Licensee's development and educational efforts with respect to the Products as follows:
(i) Licensor shall respond in a timely fashion to any reasonable requests from Licensee for information regarding the Indexes;
(ii) Licensor or its agent shall, or shall arrange for a third party vendor to, calculate and disseminate the value of the Indexes in accordance with Licensor's current procedures, which procedures may be modified by Licensor in its sole discretion at any time; and
(iii) Licensor shall promptly correct, or instruct its agent to correct, any material mathematical errors made in Licensor's computations of the Indexes which are brought to Licensor's attention by Licensee; provided that nothing in this Section 5 shall give Licensee the right to exercise any judgment or require any changes with respect to Licensor's method of composing, calculating or determining the Indexes; provided, further, that nothing in this Section 5 shall be deemed to modify the provisions of Section 9.
Licensors Obligations. Licensor shall use good faith reasonable efforts to assist Schering in eliminating any concern on the part of any court or government authority regarding the legality of the proposed transaction, including, if required by federal or state antitrust authorities, Schering's promptly taking all reasonable steps to secure government antitrust clearance. Licensor shall cooperate in good faith at its own cost with any government investigation and promptly produce documents and information demanded by a second request for documents and of witnesses if requested.
Licensors Obligations. Notwithstanding anything to the contrary in this Agreement, during the applicable Term, subject to Section 3.5, Licensors shall be required to maintain all registrations set forth in Schedule 1 for the Trademarks and all registrations for the Domain Names set forth in Schedule 1 in a manner that will permit Licensees to use the Trademarks and Domain Names as set forth in this Agreement.
Licensors Obligations. Licensor shall supply the Licensed Subject Matter and personal appearance and services of Licensor for television commercials, point of purchase, promotional, and display materials, print media, outdoor and transit advertisements, and at sales meetings, press conferences, dinners, receptions, and similar events at the reasonable request of Licensee to assist in the promotion of the Products. Licensor shall further furnish Licensee with sufficient information about her schedule and performances to adequately plan its promotion and sales program and shall ensure that all services by Licensor are rendered in a professional manner to the best of her abilities and talents. Any and all publicity regarding the Products shall be issued only by Licensee. Licensor may make incidental reference to Licensee or the Products so long as it shall not be the primary purpose of the publicity, provided that Licensor shall not make any mention of Licensee, Licensee's products, or her engagement hereunder in a derogatory manner, nor may Licensor disclose any trade secrets or confidential information (including without limitation the terms of this Agreement).
Licensors Obligations. Licensor shall supply the Licensed Subject Matter and personal appearance for the purposes of a press conference at the reasonable request of Licensee to assist in the promotion of the Products. All services will be rendered on mutually agreeable dates and locations. Any additional participation is at the sole discretion of Licensor. Any reasonable transportation expenses incurred at such appearances will be the responsibility of Licensee. Licensee shall further Licensee with sufficient information about the Licensor's schedule to adequately plan its promotions and sales programs. Any and all publicity regarding the Products shall be issued only by Licensee, subject to prior approval by Licensor ,which shall not be unreasonable withheld.
Licensors Obligations. The Licensor shall: deliver to the BTA a copy the Works in a format reasonably requested by the BTA on the date of signature of this Deed; inform the Licensor if it becomes aware of any infringement or potential infringement of any of the Works including any activity or proceedings commenced in which the ownership, validity or registration of the Works is called into question; and continue to keep the BTA informed of any action taken pursuant to clause 2.1.2 and shall not settle any such action without the prior written consent of the BTA (not to be unreasonably withheld or delayed).