Appointment; Covenant Not to Xxx Sample Clauses

Appointment; Covenant Not to Xxx. Subject to the terms and conditions -------------------------------- of this Agreement, LUMINEX appoints BIO-RAD as a distributor of (i) LUMINEX100 Systems only as part of BIO-RAD Systems and replacement parts therefor and (ii) Kits designed solely for use in a Field. Subject to the terms and conditions of this Agreement, LUMINEX grants to BIO-RAD a personal, nontransferable immunity from suit under LUMINEX's Intellectual Property Rights, with respect to the re- sale of Luminex100 Systems as incorporated into BIO-RAD instrumentation and Kits; provided that Beads are sold only as part of Kits, and further provided that BIO-RAD Systems and Kits are designed and sold solely for use in the Fields and subject to the end user customer restrictions set forth in Section 3.6 below. BIO-RAD further agrees not to provide the BIO-RAD Systems to any third party if BIO-RAD U.S. Diagnostics Division management becomes aware that such third party has previously used or intends to use (i) the BIO-RAD System with beads other than the Standard Beads or Magnetic Beads authorized by LUMINEX or (ii) the BIO-RAD System or Beads outside the Fields. BIO-RAD agrees not to provide the Luminex100 Systems or BIO-RAD Systems other than in the development of Kits to be distributed in accordance with this Agreement. LUMINEX agrees to grant to End User customers of BIO-RAD a license to use Standard Beads and Magnetic Beads in conjunction with their operation of BIO-RAD Systems pursuant to the End User Licenses set forth in Section 3.6 below. It is understood and agreed that except as expressly provided in this Section 3.1 above, no rights or licenses under LUMINEX's patent rights are granted hereunder nor shall any such rights or licenses be implied from the terms hereof. The parties further acknowledge and agree that the covenant not to xxx set forth in this Section 3.1 above shall not imply that purchasers of the BIO-RAD System from BIO-RAD obtain any rights under LUMINEX's patent rights. Rather, LUMINEX will grant End Users the right under LUMINEX's patent rights to use the Luminex100 System with Kits pursuant to the End User Licenses described in Section 3.6 below only when such Kits are purchased by the End User.
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Appointment; Covenant Not to Xxx. Subject to the terms and conditions of this Agreement, Luminex appoints TM and each of its Affiliates as: (i) a distributor, developer, marketer, manufacturer, and seller of the Kits in the Territory; and (ii) a distributor, marketer and reseller of the Luminex Instruments in the Territory, the whole in accordance with prices, terms and conditions determined by TM, in its discretion; provided, however, that the Beads are sold only as part of Kits, and further provided that Kits are designed and sold solely for use within the Field(s) and subject to the End User restrictions in Section 3.4 below and provided such Luminex Instruments and Beads are not purchased from a then-existing licensee of Luminex technology. Subject to the terms and conditions of this Agreement, Luminex hereby covenants to TM and each of its Affiliates that, provided that TM and its Affiliates comply with their obligations set forth in this Agreement, Luminex shall not commence an action for infringement of the Luminex Intellectual Property Rights against TM, any of its Affiliates, or any End User in connection with any of the activities set out in Section 2.1; provided, however, that such covenant shall not apply: (i) to the applicable End User if such End User fails to comply with the applicable End User License, the obligations of TM hereunder or any of its other obligations as set forth in its agreements with Luminex; and (ii) to TM or its Affiliates unless (1) Beads are sold only as part of Kits, and (2) Luminex Instruments and Kits are designed and sold solely for use within the Fields and are accompanied by the End User License(s) as set forth in Section 3.4. It is understood and agreed that except as expressly provided in this Agreement (including Section 2.1, 3.1, 3.4 and 3.7), no rights or licenses under Luminex’s Intellectual Property are granted hereunder nor shall any such rights or licenses be implied from the terms hereof. The Parties further acknowledge and agree that the covenant not to xxx set forth in this Section 3.1 shall not imply that End Users of the Luminex Instrument obtain any rights from TM or its Affiliates under Luminex’s Intellectual Property Rights. Rather, Luminex will grant directly to End Users, rights under Luminex’s Patent Rights to use the Luminex Instrument with Kits pursuant to the applicable End User License(s) only when such Kits are purchased by the End User.
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Related to Appointment; Covenant Not to Xxx

  • Covenant Not to Xxx The parties covenant that under no conditions will any party or any affiliate file any action against the other (except only requests for injunctive or other equitable relief) in any forum other than before the American Arbitration Association, and the parties agree that any such action, if filed, shall be dismissed upon application and shall be referred for arbitration hereunder with costs and attorney's fees to the prevailing party.

  • Release and Covenant Not to Xxx Effective as of the Closing, to the fullest extent permitted by applicable Law, each Seller, on behalf of itself and its Affiliates and any Person that owns any share or other equity interest in or of such Seller (the “Releasing Persons”), hereby releases and discharges the Target Companies from and against any and all Actions, obligations, agreements, debts and Liabilities whatsoever, whether known or unknown, both at law and in equity, which such Releasing Person now has, has ever had or may hereafter have against the Target Companies arising on or prior to the Closing Date or on account of or arising out of any matter occurring on or prior to the Closing Date, including any rights to indemnification or reimbursement from a Target Company, whether pursuant to its Organizational Documents, Contract or otherwise, and whether or not relating to claims pending on, or asserted after, the Closing Date. From and after the Closing, each Releasing Person hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Action, or commencing or causing to be commenced, any Action of any kind against the Target Companies or their respective Affiliates, based upon any matter purported to be released hereby. Notwithstanding anything herein to the contrary, the releases and restrictions set forth herein shall not apply to any claims a Releasing Person may have against any party other than the Company pursuant to the terms and conditions of this Agreement or any Ancillary Document.

  • General Release and Covenant Not to Xxx (a) Release by Stockholder Parties. EFFECTIVE AS OF THE EFFECTIVE TIME, STOCKHOLDER, ON BEHALF OF STOCKHOLDER, STOCKHOLDER'S ATTORNEYS, HEIRS, EXECUTORS, ADMINISTRATORS, ASSIGNS, AND TRUSTS, PARTNERSHIPS AND OTHER ENTITIES UNDER STOCKHOLDER'S CONTROL (TOGETHER THE "STOCKHOLDER PARTIES"), HEREBY GENERALLY RELEASES AND FOREVER DISCHARGES COMPANY AND ITS PREDECESSORS, SUCCESSORS, ASSIGNS, SUBSIDIARIES AND AFFILIATES AND FAMILY MEMBERS (AS DEFINED BELOW), OFFICERS (OTHER THAN XXXX XXXXX AND XXXXXX XXXXX), EMPLOYEES, AGENTS, REPRESENTATIVES, PRINCIPALS AND ATTORNEYS, AND, SUBJECT TO SECTION 14 HEREOF, DIRECTORS, XXXX XXXXX AND XXXXXX XXXXX (TOGETHER THE "COMPANY PARTIES") FROM ANY AND ALL CLAIMS, DEMANDS, LIABILITIES, SUITS, DAMAGES, LOSSES, EXPENSES, ATTORNEYS' FEES, OBLIGATIONS OR CAUSES OF ACTION, KNOWN OR UNKNOWN OF ANY KIND AND EVERY NATURE WHATSOEVER, AND WHETHER OR NOT ACCRUED OR MATURED (COLLECTIVELY, "CLAIMS"), WHICH ANY OF THEM MAY HAVE ARISING OUT OF OR RELATING TO ANY OMISSION, ACTS OR FACTS THAT HAVE OCCURRED UP AND UNTIL AND INCLUDING THE EFFECTIVE TIME, INCLUDING WITHOUT LIMITATION:

  • Covenant Not to Sxx The parties covenant that under no conditions will any party or any affiliate file any action against the other (except only requests for injunctive or other equitable relief) in any forum other than before the American Arbitration Association, and the parties agree that any such action, if filed, shall be dismissed upon application and shall be referred for arbitration hereunder with costs and attorney's fees to the prevailing party.

  • Covenants Not to Xxx Alnylam hereby covenants that it and its Existing Affiliates will not initiate any legal suit against Tekmira or any of its Existing Affiliates asserting that:

  • Limited Covenant Not to Compete During the Employment Term and for a period of two years thereafter, commencing with the Date of Termination, Employee agrees that, with respect to each State of the United States or other jurisdiction, or specified portions thereof, in which the Employee regularly (a) makes contact with customers of the Company or any of its subsidiaries, (b) conducts the business of the Company or any of its subsidiaries or (c) supervises the activities of other employees of the Company or any of its subsidiaries, as identified in Appendix B attached hereto and forming a part of this Agreement, and in which the Company or any of its subsidiaries engages in the Death Care Business on the Date of Termination (collectively, the "Subject Areas"), Employee will restrict his activities within the Subject Areas as follows:

  • Covenant Not to Sue a. To the fullest extent permitted by law, at no time subsequent to the execution of this Agreement will you pursue, or cause or knowingly permit the prosecution, in any state, federal or foreign court, or before any local, state, federal or foreign administrative agency, or any other tribunal, of any charge, claim or action of any kind, nature and character whatsoever, known or unknown, which you may now have, have ever had, or may in the future have against Releasees, which is based in whole or in part on any matter released by this Agreement.

  • Continuing Covenant Not to Compete or Interfere with Relationships Regardless of anything herein to the contrary, following a termination by the Bank or Executive pursuant to Section 10(e) or 10(f):

  • Covenant of Further Assurances The Funds and BNY Mellon covenant and agree that, subsequent to the execution and delivery of this Agreement and, without any additional consideration, each of the Funds and BNY Mellon shall execute and deliver any further legal instruments and perform any acts that may be reasonably required to confirm and effectuate the validity and enforceability of this Agreement.

  • Covenant Not to Disparage During the Restrictive Period and thereafter, Executive shall not disparage, denigrate or derogate in any way, directly or indirectly, the Company, any of its Subsidiaries or Affiliates, or any of its or their respective agents, officers, directors, employees, parent, subsidiaries, affiliates, Affiliated Practices, affiliated doctors (including any physicians who utilize or have invested in any Affiliated Practice), representatives, attorneys, executors, administrators, successors and assigns (collectively, the “Protected Parties”), nor shall Executive disparage, denigrate or derogate in any way, directly or indirectly, his/her experience with any Protected Party, or any actions or decisions made by any Protected Party.

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