Additional Covenants of Licensee. Licensee on behalf of itself and its Affiliates agrees and covenants to the extent permitted by applicable law, never, in any country, region or jurisdiction in the Territory, to institute or prosecute any claim, action or suit at law or in equity seeking to have any claim in a NovaDel Patent declared invalid or unenforceable; provided, however, that nothing contained herein shall prohibit Licensee and its Affiliates and Sublicensees from either (a) asserting any and all defenses available to it, including assertions relating to the validity or enforceability of the NovaDel Patents, in any suit or proceeding brought against them alleging the infringement of any of the NovaDel Patents, or (b) asserting any and all defenses, evidence and arguments, including lack of patentability of the subject matter of a count or claim and lack of support for a count or claim, in any interference involving a patent or patent application owned by Licensee or its Affiliates or Sublicensees and a patent or patent application included within the definition of the NovaDel Patents. In its agreements with each of its Sublicensees, Licensee shall include provisions requiring a covenant, materially identical to that Licensee is making in this Section 11.3, on the part of the Sublicensee, and shall provide that NovaDel shall have march-in right to seek termination of such agreement in the event the Sublicensee breaches the covenant. NovaDel's right to seek termination of such agreement with the Sublicensee shall be subject to notice, cure and dispute resolutions provisions materially identical to the provision set forth in Section 7.2. Licensee and its Affiliates will take all reasonable action (including signing required documents) and offer full cooperation to allow NovaDel to exercise the march-in rights provided herein, to the extent permitted by law.
Additional Covenants of Licensee. Licensee covenants to Takeda that:
Additional Covenants of Licensee. A. The City shall not be responsible for providing security.
Additional Covenants of Licensee. Licensee shall at all times keep and maintain the Premises and Installation in a safe and clean manner. Licensee shall not permit any rubbish or refuse emanating from the Premises to accumulate in the common areas of the Shopping Center and shall be responsible for a neat and clean appearance of the Premises. Unless otherwise specifically permitted herein, Licensee shall not permit consumption of food or beverages as a part of the conduct of business in the Premises. Licensee shall provide Licensor with both a local emergency telephone number and address and permanent forwarding address. All notices in connection with this License shall be given by Certified U.S. Mail, return receipt requested or, in the case of notices from Licensor, personally delivered to the Premises with written confirmation of receipt. Licensee shall be responsible at all times for the security of the Premises. Licensee shall at all times abide by the rules and regulations established by Licensor (and/or the Shopping Center Manager) from time to time, with respect to the common areas, parking facilities, employee parking and Shopping Center. Except as shown on Exhibit "S", Licensee shall not, without Licensor's prior written approval, erect or install any signs, window or door lettering placards, or advertising media of any type which can be viewed from the exterior of the Premises, or erect or install any of the foregoing which are suspended from the ceiling of the Premises. Licensee shall not use any neon, flashing or rotating lights or signs at the Premises. Licensee shall not conduct solicitation of any kind from the Premises without the Licensor's prior written approval. 154 Licensee shall not interrupt or disturb customers or patrons in the Common Area.
Additional Covenants of Licensee. Licensee hereby covenants and agrees that:
(a) Licensee shall use commercially reasonable efforts to develop, promote, support, expand and generate revenue and promote the marketing and sale of the Licensed Products.
(b) Commencing with the twelve-month period beginning on the first anniversary of the Effective Date, Licensee shall achieve Net Sales of Licensed Products during the Measurement Period equal or greater than the Performance Requirements for such Measurement Period as set forth in Schedule 1(aa) hereto.
(c) Licensee shall keep all books and records according to generally accepted accounting procedures (“GAAP”), accurately showing all sales of the Licensed Products. Such books and records shall be open to inspection on a confidential basis by Licensor, at reasonable times but in no event not more than once per calendar quarter for the sole purpose of verifying the accuracy of the quarterly reports and the Royalty Payments due, if any.
(d) At the end of the first calendar quarter ending after the Effective Date, and after the end of each calendar quarter during the term of this Agreement, Licensee shall provide to Licensor a written report showing all invoiced sales of Licensed Products during the preceding calendar quarter. Reports are due within thirty (30) days of the last day of the calendar quarter. If no sale has been made during any reporting period, a statement to this effect shall be required. All such reports shall be treated by Licensor as proprietary business information.
(e) Any failure by Licensee to comply with any requirement of this Section 15 which is not cured within thirty (30) days shall be grounds for termination by Licensor pursuant to Section 14 above, except as otherwise expressly provided in this Agreement.
Additional Covenants of Licensee. (A) KEEP HOTEL/CASINO OPEN; OBTAIN AND MAINTAIN NECESSARY PERMITS. Subject to Force Majeure, Licensee will continuously at all times during the term after the Opening Date, keep the Hotel/Casino open (during normal business hours) for providing gaming to the public and lodging to guests in accordance with the terms of this Agreement. Licensee will obtain and maintain such gaming, liquor and other licenses and other Permits as shall be necessary to operate the Hotel/Casino in accordance with the terms hereof, including, without limitation, all required Permits in respect of music played in the Hotel/Casino (other than those necessary to operate Hard Rock Cafe and the Hotel/Casino Retail Store). The risk of obtaining and maintaining any Permits required to develop and/or to operate the Hotel/Casino and/or the Licensed Location as contemplated herein shall be upon Licensee, and Licensor assumes no responsibility therefor.
Additional Covenants of Licensee. (A) Keep Casino Open; Obtain and Maintain Necessary Permits. Subject to Force Majeure and unless otherwise required by the applicable Laws or Government Authority, Licensee will continuously during the Term hereof keep the Casino open. Licensee will obtain and maintain such gaming, liquor and other licenses and other Permits as shall be necessary to operate the Casino in accordance with the terms hereof, including, without limitation, all required Permits in respect of gaming activities conducted at the Casino. The risk of obtaining and maintaining any Permits required to develop and/or to operate the Casino and/or the Licensed Location as contemplated herein shall be upon Licensee, and Licensor assumes no responsibility therefor.
Additional Covenants of Licensee. Keep Hotel/Casino Open; Obtain and Maintain Necessary Permits.........................28 (B)
Additional Covenants of Licensee. (A) KEEP HOTEL/CASINO OPEN; OBTAIN AND MAINTAIN NECESSARY PERMITS. Subject to Force Majeure, Licensee will continuously during the term hereof keep the Hotel/Casino open (during normal business hours) for providing gaming to the public and lodging to guests in accordance with the terms of this Agreement. Licensee will obtain and maintain such gaming, liquor and other licenses and other Permits as shall be necessary to operate the Hotel/Casino in accordance with the terms hereof, including, without limitation, all required Permits in respect of music played in the Hotel/Casino. The risk of obtaining and maintaining any Permits required to develop and/or to operate the Hotel/Casino and/or the Licensed Location as contemplated herein shall be upon Licensee, and Licensor assumes no responsibility therefor.
(B) ATTEND CONFERENCES. Licensee will, at Licensor's reasonable request from time to time, send a suitable representative at Licensee's expense to any conference arranged by Licensor which is relevant to the operation of the Hotel/Casino.
Additional Covenants of Licensee. Licensee covenants to Xxxxxxx that other than in connection with an assignment or other transfer of this Agreement as permitted under Section 12.3 (Assignment), Licensee shall not assign, transfer, convey or otherwise encumber (including through attachment of a lien) its rights to the Licensee Foreground Patents and the Licensee Foreground Know-How for as long as Xxxxxxx retains any license, option or other rights therein by virtue of this Agreement without the prior written consent of Xxxxxxx, such consent not to be unreasonably withheld or delayed.
