Restrictions on Sublicensing Sample Clauses

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Restrictions on Sublicensing. In the event that Customer has purchased and paid for an Enterprise version of a SaaS Service, Customer may sublicense to third party customers and clients of Customer (each, a “Customer-Related Client”) the limited right to access and use the SaaS Service during the Subscription Term for the benefit of such Customer-Related Client; provided, that (i) such Customer-Related Client complies with all terms and conditions of this Agreement, (ii) Customer remains fully and primarily liable for all acts and omissions by such Customer-Related Client, including any act or omission that constitutes a breach of this Agreement, (iii) Customer has entered into a written agreement with such Customer- Related Client that contains confidentially obligations substantially similar to, and as protective as, the confidentiality obligations contained herein and (iv) in no event shall any Customer-Related Client assign, transfer or sublicense any of its rights to access and use such SaaS Service. Except for the limited right to sublicense expressly provided in this Section 2(g), under no other circumstances may Customer sublicense any of its rights under this Agreement.
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Restrictions on Sublicensing. From and after the Closing Date and until the seventh anniversary of the Closing Date, HPI shall not, without the prior written consent of MPS, Newco or Houghten, further sublicense its rights under [CONFIDENTIAL TREATMENT REQUESTED] to any entity which is engaged primarily in the manufacture, use and sale of [CONFIDENTIAL TREATMENT REQUESTED].
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Restrictions on Sublicensing. The parties shall have no ---------------------------- right to sublicense to any third party the rights granted by another party pursuant to this Article III without the prior written consent of the grantor party, which consent shall not be unreasonably withheld.
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Restrictions on Sublicensing. Licensee agrees that either clause (a) or clause (b) below shall apply with respect to the use of the Logi Analytics Software by Customers: a. Licensee shall sublicense the Logi Analytics Software to each Customer as part of an Integrated Product, as the case may be, pursuant to an agreement directly between Licensee and the Customer (the “Customer Agreement”) governing the Customer’s use of the Logi Analytics Software. Each Customer Agreement shall (i) be consistent with the terms of this Agreement, (ii) provide at least the same protections for Logi Analytics, the Logi Analytics Software, the Logi Analytics Marks, the Documentation and the Confidential Information of Logi Analytics as this Agreement, and (iii) at a minimum: (A) restrict access to and use of the Logi Analytics Software to machine-readable, executable, object-code or bytecode form only; (B) prohibit use of the Logi Analytics Software by any third party other than the Customer for the Customer’s internal business purposes; (C) prohibit use of the Logi Analytics Software by the Customer in any time- sharing, service bureau, application service provider or software-as-a- service arrangements or services, including any use to provide services or process data for the benefit of, or on behalf of, any third party; (D) prohibit any other transfer or conveyance of the rights or licenses granted to the Customer; (E) prohibit causing or permitting the reverse engineering, disassembly or decompilation of the Logi Analytics Software; and (F) cause Logi Analytics to be a third party beneficiary of Licensee’s rights under such Customer Agreement with respect to the Customer’s use of, or obligations with respect to, the Logi Analytics Software, with full authority to enforce such rights against the Customer. Any such Customer Agreement shall further disclaim any and all warranties of Logi Analytics to the Customer and liabilities of Logi Analytics to the Customer for any losses or damages, whether direct or indirect, including incidental or consequential damages, arising from the use of the Logi Analytics Software. Licensee agrees to strictly enforce its rights under each Customer Agreement; b. If Licensee does not sublicense the Logi Analytics Software to Customer in accordance with all of the provisions of clause (a) above, Licensee shall be fully responsible for all acts and omissions of each Customer, and any act or omission of a Customer that (i) is inconsistent with any provision of this Agreement o...
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Restrictions on Sublicensing. Writer’s Room Participant may only license the rights hereunder to Company. For the avoidance of doubt, this restriction shall not apply to Company who may subsequently assign or delegate any rights or licenses granted to it without restriction.
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Restrictions on Sublicensing. Until Licensee has paid SAIC the Maximum Amount, including without limitation during the license grant period provided for in Section 2, post the Assignment Trigger Event date and conveyance provided for in Section 4 and post the Reversion Trigger Event date and license grant period provided for in Section 5 of this Agreement, the Parties agree that Licensee may sublicense the SAIC Patent Rights and any improvements thereto only if, and so long as: 14.2.1 Licensee agrees to provide SAIC with written notice of any intent to sublicense to a third party and with a copy of the sublicense agreement at least thirty (30) days prior to the date Licensee and its sublicensee desire to enter into the Agreement; 14.2.2 Licensee obtains SAIC’s written approval prior to entering into such sublicense agreement, which approval may be not be unreasonably withheld or delayed by SAIC, provided that if SAIC does not notify Licensee within twenty (20) business days after delivery of a copy of the sublicense agreement to SAIC of any objections to the same, such sublicense agreement shall be deemed approved by SAIC; 14.2.3 Licensee uses its best efforts to commercially reasonably maximize Revenue of Licensee under any such sublicense. 14.2.4 Unless sublicensed to a Subsidiary, such sublicense is negotiated on commercially reasonable terms in an arms-length transaction (for sake of clarification, and not by way of limitation, sublicenses entered into with an Affiliate will be subject to the same obligations as any other sublicensee); 14.2.5 Unless sublicensed to a Subsidiary, the sublicensee is unrelated to Licensee, including without limitation such sublicensee may not be an Affiliate of Licensee, have any common shareholders, directors, employees, or independent contractors, have any relatives of Licensee’s shareholders, directors, employees or independent contractors as such sublicensee’s shareholders, directors, employees or independent contractors, or have any payments or other exchanges of value between sublicensee and Licensee or Licensee’s shareholders, directors, employees or independent contractors. 14.2.6 The business and financial integrity of such sublicensee is at least as stringent as that of Licensee, in SAIC’s reasonable discretion; 14.2.7 Such sublicensee will enter into an enforceable written agreement that is sufficient, in SAIC’s reasonably exercised discretion, to ensure that such sublicensee is bound by all of the obligations, terms and conditions that obli...
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Restrictions on Sublicensing. The license granted to UTC in Section ‎2.1 to Develop and Commercialize the Product is not sublicenseable without the prior written consent of Pluristem (which consent shall not be unreasonably withheld). Notwithstanding the preceding sentence, UTC may sublicense without consent Development or Commercialization activities in specific countries in the Territory. UTC shall provide written notice to Pluristem of such sublicenses, which will include the name of the sublicensee and the scope of the activities which are sublicensed. Notwithstanding the foregoing, all times during the Term, UTC shall perform the substantial portion of the Development and Commercialization of Product not through a sublicense (except as will be otherwise agreed by Pluristem). A distributor is not a sublicensee for the purpose hereof. Any such permitted sublicense (A) if granted to a UTC’s Affiliate, shall terminate, with respect to such Affiliate, upon such Affiliate ceasing to be an Affiliate of UTC; and (B) shall be consistent with and subject to the terms and conditions of this Agreement. UTC shall be liable to Pluristem for any breach of the terms of this Agreement by such sublicensees, whether such sublicensees are approved by Pluristem or otherwise. UTC shall remain responsible for any breach of the terms of this Agreement by any such sublicensee in accordance with the terms of Section ‎12.1(f).
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Related to Restrictions on Sublicensing

  • Restrictions on Use This ▇▇▇▇ grants You the right to install and use the Licensed Materials in accordance with the terms under which You have licensed the Licensed Materials from Altium. Notwithstanding the foregoing, Altium permits You to make a Temporary Use of the Licensed Materials so long as such use does not result in the use of more copies of the Licensed Materials than You are permitted to use at any given time, if Your license is so restricted hereunder. In the event that You desire to expand or extend Your use, or to migrate to different Products or functionality within any such Products You must notify Altium prior to any such expanded or extended use and arrange for the licensing of the applicable Licensed Materials. 2.4.1. In no event shall You: a) allow any of Your affiliates, subsidiaries or divisions, any portion of Your business located at a different geographic site, or third parties, to copy, have access to or use any portion whatsoever of the Licensed Materials unless You have licensed the Licensed Materials on a Continental License or Global License basis that would permit such use; notwithstanding the foregoing, You may make a Temporary Use of the Licensed Materials as stated in Section 2.3 above; b) allow any third party to have access to or use any portion whatsoever of the Licensed Materials, unless such access or use is in connection with a Temporary Use by You in carrying out a legitimate business purpose that does not otherwise violate the terms of this ▇▇▇▇, including but not limited to the restrictions on number of users, if such restrictions apply to Your license hereunder; c) make copies of the Licensed Materials for use by any of Your other affiliates, subsidiaries or divisions, or by any third party; d) allow more than the number of permitted persons to access and use the Licensed Materials at any one time, (whether involving a single license or a license that allows multiple users), including any Temporary Uses, unless you have negotiated with Altium for a license that permits an unlimited number of users to access and use the Licensed Materials; e) allow persons not covered by the geographic scope of Your licenses to use the Licensed Material on a “floating” or other basis; or f) using the Licensed Materials in any way that is not in compliance with Permitted Uses. 2.4.2. In the event that You have licensed the Licensed Materials for use in connection with a single computer, You may install and use only a single copy thereof at any given time, and said copy may be used only by You; provided, however, that if You have licensed the Licensed Materials for use on a single computer: a) you may install a second copy of the Licensed Materials on a home computer solely for use in connection with, and governed by, the License granted herein, so long as such copy is never used simultaneously with the original copy; and b) You may make a back-up, archival copy thereof that You shall install and use only in the event the original copy of the Licensed Materials is lost, corrupted or in some other way made unavailable other than through use or possession by another person. 2.4.3. In the event that You have licensed the Licensed Materials on a Single Site License, Continental License or Global License basis, this ▇▇▇▇ allows as many persons employed or hired as contractors (so long as such contractors have entered into an appropriate form of confidentiality agreement) by You to simultaneously use the Licensed Materials as are permitted under the license obtained from Altium. At no time shall You permit the number of persons that may access and/or use the Licensed Materials to exceed the number of persons for whom You have licensed the same, including in connection with any Temporary Use. You understand and agree that such use beyond that licensed hereunder, whether by allowing excess persons to use the Licensed Materials or otherwise, shall constitute not only breach of this ▇▇▇▇, but violation of national and international copyright and patent laws. ENGAGING IN ANY USE OF THE LICENSED MATERIALS BY PERSONS BEYOND THE NUMBER PERMITTED TO USE THE SAME, AT SITES FOR WHICH THE LICENSED MATERIALS ARE NOT LICENSED (EXCEPT FOR PERMITTED TEMPORARY USES) OR BY PERSONS NOT AUTHORIZED UNDER YOUR LICENSE TO USE THEM SHALL RESULT IN IMMEDIATE TERMINATION OF THIS ▇▇▇▇, WHETHER OR NOT ALTIUM IS AWARE OF YOUR ACTIVITIES AT THE TIME OR DISCOVERS THEM LATER. ANY FURTHER USE OF THE LICENSED MATERIALS BY YOU SUBSEQUENT TO SUCH TERMINATION WILL EXPOSE YOU TO LIABILITY FOR COPYRIGHT INFRINGEMENT AND OTHER CLAIMS. 2.4.4. You may increase the number of persons or sites permitted to use the Licensed Materials at any one time, or the features and functionality of Your Licensed Materials through Extensions or otherwise, by paying Altium additional license fees in accordance with then-applicable pricing, provided that such additional persons in no way access or use the Licensed Materials, or the additional functionality, prior to any such additional license fees being paid by You. In the event that any provision of this ▇▇▇▇ is breached by You, the license granted herein shall automatically terminate, without further action by Altium and whether or not You abide by such termination. Failure of Altium to learn about any such breach shall not constitute a basis for You to assert that You are not in breach hereof, or that Altium has acquiesced in such breach.

  • Restrictions on Disclosure The Servicer agrees that it shall not, prior to the termination or expiration of this Agreement or within three (3) years after such termination or expiration, disclose to any Person any confidential or proprietary information, whether of a technical, financial, commercial or other nature, received directly or indirectly from WEST or any Subsidiary regarding the business of WEST and the Subsidiaries or the Engine Assets, except as authorized in writing by WEST, and except: (a) to representatives of the Servicer and any of its Affiliates in furtherance of the purpose of this Agreement provided that any such representatives shall have agreed to be bound by the restrictions on disclosure set forth in this Section 13.09; (b) to the extent required by Applicable Law or by judicial or administrative process, but in the event of proposed disclosure, the Servicer shall seek the assistance of WEST to protect information in which WEST has an interest to the maximum extent achievable; (c) to the extent that the information: (i) was generally available in the public domain; (ii) was lawfully obtained from a source under no obligation of confidentiality, directly or indirectly, to WEST or any Subsidiary; (iii) was disclosed to the general public with the approval of WEST or any Subsidiary; (iv) was in the files, records or knowledge of the Servicer or any of the Servicer’s Affiliates prior to initial disclosure thereof to the Servicer or any of the Servicer’s Affiliates by WEST or any Subsidiary; (v) was provided by WEST or any Subsidiary to the Servicer or any of the Servicer’s Affiliates without any express written (or, to the extent such information was provided in an oral communication, oral) restriction on use of or access to such information, and such information would not reasonably be expected to be confidential, proprietary or otherwise privileged; or (vi) was developed independently by the Servicer or any of the Servicer’s Affiliates; and (d) is reasonably deemed necessary by the Servicer to protect and enforce its rights and remedies under this Agreement; provided, however, that in such an event the Servicer shall act in a manner reasonably designed to prevent disclosure of such confidential information; and provided, further, that prior to disclosure of such information, the Servicer shall inform WEST and the Subsidiaries of such disclosure.

  • Restrictions on Sale This Debenture has not been registered under the Securities Act of 1933, as amended (the "Act") and is being issued under Section 4(2) of the Act and Rule 506 of Regulation D promulgated under the Act. This Debenture and the Common Stock issuable upon the conversion thereof may only be sold pursuant to registration under or an exemption from the Act.