AOL Group Covenants Sample Clauses

AOL Group Covenants. Subject to the immediately following sentence, AOL shall not, nor shall AOL permit any other member of the AOL Group to, engage in any act, or purposefully omit to do any act, that materially impairs or materially adversely affects, individually or in the aggregate, the rights of TWX or any other member of the TWX Group in and to the AOL Patent Matters. Notwithstanding the immediately preceding sentence, an AOL Group member may abandon any AOL Patent Matter; provided, however, that with regard to those U.S. patents and patent applications listed on Annex B (the “Annex B Patent Matters”), such AOL Group member shall: (i) provide a written notice to TWX of such determination and such intention to abandon any Annex B Patent Matter as soon as reasonably practicable after such determination (and prior to any such abandonment); and (ii) if requested by TWX, transfer such Annex B Patent Matter to a TWX Group member identified by TWX at no cost to TWX or such TWX Group member (other than reasonable and customary patent transfer registration fees (if any)); provided further that, with regard to all other AOL Patent Matters not listed on Annex B, such AOL Group member shall: (i) use commercially reasonable efforts to provide a written notice to TWX of such determination and such intention to abandon such AOL Patent Matter as soon as reasonably practicable after such determination (and prior to any such abandonment); and (ii) if requested by TWX, transfer such AOL Patent Matter to a TWX Group member identified by TWX at no cost to TWX or such TWX Group member (other than reasonable and customary patent transfer registration fees (if any)). If, after the Effective Date, any AOL Patent Matter is transferred to any Affiliate of AOL or sold or otherwise transferred to any third party, then AOL shall cause such Affiliate or third party, as applicable, to enter into an agreement, license or sublicense to provide TWX and the other members of the TWX Group with the benefits of any such intellectual property on the same terms and conditions as set forth in this Agreement.
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Related to AOL Group Covenants

  • Interim Covenants During the period from the date of this Agreement and continuing until the Closing, the Seller and the Stockholders each agree (except as expressly contemplated by this Agreement or to the extent that Buyer shall otherwise consents in writing) that:

  • Continuing Covenants Each Party agrees (i) not to take any action reasonably expected to result in a new or changed Tax Item that is detrimental to any other Party and (ii) to take any action reasonably requested by any other Party that would reasonably be expected to result in a new or changed Tax Item that produces a benefit or avoids a detriment to such other Party; provided that such action does not result in any additional cost not fully compensated for by the requesting Party. The Parties hereby acknowledge that the preceding sentence is not intended to limit, and therefore shall not apply to, the rights of the Parties with respect to matters otherwise covered by this Agreement.

  • Ship Covenants The undertakings in this Clause 21 remain in force throughout the Security Period.

  • Seller Covenants Seller covenants and agrees as follows:

  • Operating Covenants The Issuer covenants with the Indenture Trustee as follows, provided that any of the following covenants with respect to the Portfolio Railcars shall not be deemed to have been breached by virtue of any act or omission of a Lessee or sub-lessee, or of any Person which has possession of a Portfolio Railcar for the purpose of repairs, maintenance, modification or storage, or by virtue of any requisition, seizure, or confiscation of a Portfolio Railcar (other than seizure or confiscation arising from a breach by the Issuer of such covenant) (each, a “Third Party Event”), so long as (i) none of the Issuer, the Servicer or the Administrator has consented to such Third Party Event; and (ii) the Issuer (or the Servicer on its behalf) as the Lessor of such Portfolio Railcar promptly and diligently takes such commercially reasonable actions as a leading railcar operating lessor would reasonably take in respect of such Third Party Event, including, as deemed appropriate (taking into account, among other things, the laws of the jurisdiction in which such Portfolio Railcar is located or operated), seeking to compel such Lessee or other relevant Person to remedy such Third Party Event or seeking to repossess the relevant Portfolio Railcar:

  • Information Covenants The Borrower will furnish to the Administrative Agent (which shall promptly make such information available to the Lenders in accordance with its customary practice):

  • Joint Covenants Buyer and Seller hereby covenant and agree that between the date hereof and Closing:

  • Noncompetition Covenants (a) Employee agrees that the noncompetition covenants contained in this Paragraph 4 are a material and substantial part of this Agreement.

  • Parent Covenants The Parent will:

  • 01 Information Covenants 38 6.02 Books, Records and Inspections......................... 39 6.03 Insurance.............................................. 40 6.04

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