Covenant Not To Xxx During Transition Period Sample Clauses

Covenant Not To Xxx During Transition Period. Each Party covenants that, during the Transition Period, it shall not, and shall cause its Subsidiaries not to (such Party and its Subsidiaries being referred to as the “NON-ASSERTING PARTY”), Xxx the other Party or its Subsidiaries, or their respective third party suppliers making Licensed Products or Optical Components (but, in the case of ASML being such other Party, only as long as ASML has a sublicense from Zeiss SMT under the Nikon-Zeiss Patent Cross-License Agreement, unless Optical Components are ASML Licensed Products following a Licensed Product Expansion) for such Party as permitted under Sections 2.1 or 2.2, as applicable (as applicable, the “DEFENDANT PARTY”), for direct or indirect infringement (including for inducement of infringement or contributory infringement) of any (i) Class B Patents that were Licensed Patents of the Non-Asserting Party prior to the end of the License Term, (ii) Class C *** - indicates material omitted pursuant to a confidential treatment request and filed separately with the Securities and Exchange Commission. Patents Owned or Sublicensable by the Non-Asserting Party, or (iii), to the extent not precluded by contractual obligations that exist as of the Effective Date, Restricted Patents of the Non-Asserting Party, excluding, in each case, any Excluded Claims thereof and, in each case, based on (a) the Defendant Party’s activities that would be covered by the Defendant Party’s license under Sections 2.1 or 2.2, as applicable, or sublicense pursuant to and in accordance with the Nikon-Zeiss Patent Cross-License Agreement, if such Class B Patents, Class C Patents, or Restricted Patents were Licensed Patents (collectively “LITHOGRAPHY ACTIVITIES”), but solely with respect to Lithography Activities that occur during the Transition Period, or (b) activities of Covered Entities of the Defendant Party to the extent such activities are within the scope of the immunities granted by the Non-Asserting Party under this Agreement.
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs

Related to Covenant Not To Xxx During Transition Period

  • Transition Period Due to the nature of our purchasing process, the District often requires an existing service provider to continue to provide goods and/or services while the District is in the process of advertising, evaluating, and awarding a contract for the provision of the same goods and/or services in the future. To accommodate this process, the Contractor shall agree to maintain the same terms and conditions set forth in this Agreement for a period up to ninety (90) days after the automatic termination of this Agreement at the end of its term, if requested by the District, as a transition period. In addition, if the Contractor is not the successful bidder for a future solicitation for the same or similar services, he or she shall agree to provide the same goods and/or services provided in this Agreement for a period up to ninety (90) days to allow for an orderly transition to the new provider. The District and the Contractor may mutually agree to a longer transition period.

  • Non-Competition During Employment Executive agrees during the Basic Term, and any extension of the Basic Term under this Agreement, he will not compete with the Company by engaging in the conception, design, development, production, marketing, or servicing of any product or service that is substantially similar to the products or services which the Company provides, and that he will not work for, in any capacity, assist, or became affiliated with as an owner, partner, etc., either directly or indirectly, any individual or business which offer or performs services, or offers or provides products substantially similar to the services and products provided by Company.

  • Covered Termination During a Change in Control Period If Executive experiences a Covered Termination during a Change in Control Period, and if Executive delivers to the Company a Release of Claims that becomes effective and irrevocable within sixty (60) days, or such shorter period of time specified by the Company, following such Covered Termination, then in addition to any accrued but unpaid salary, bonus, vacation and expense reimbursement payable in accordance with applicable law, the Company shall provide Executive with the following:

  • Non-Competition Period The “non-competition period” shall begin on January 1, 2021 and shall end twelve (12) months after the Employee’s termination of employment; provided, however, that the “non-competition period” shall end on the date Employee’s employment ends in the event of Employee’s termination for “good reason” (as defined in paragraph 6(d)), or Employee’s termination without “cause” (as defined in paragraph 3(d)).

  • Termination Period This Option shall be exercisable for three (3) months after Participant ceases to be a Service Provider, unless such termination is due to Participant’s death or Disability, in which case this Option shall be exercisable for twelve (12) months after Participant ceases to be a Service Provider. Notwithstanding the foregoing sentence, in no event may this Option be exercised after the Term/Expiration Date as provided above and this Option may be subject to earlier termination as provided in Section 13 of the Plan.

  • Lock-Up Period Participant hereby agrees that Participant shall not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock (or other securities) of the Company or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common Stock (or other securities) of the Company held by Participant (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred and eighty (180) days following the effective date of any registration statement of the Company filed under the Securities Act (or such other period as may be requested by the Company or the underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto). Participant agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, Participant shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 4 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred and eighty (180) day (or other) period. Participant agrees that any transferee of the Option or shares acquired pursuant to the Option shall be bound by this Section 4.

  • Death During Benefit Period If the Executive dies after the benefit payments have commenced under this Agreement but before receiving all such payments, the Company shall pay the remaining benefits to the Executive's beneficiary at the same time and in the same amounts they would have been paid to the Executive had the Executive survived.

  • Restrictive Period The term “Restrictive Period” shall mean the period beginning on the Effective Date and ending two (2) years after the termination of the Executive’s employment hereunder.

  • Noncompetition Period “Noncompetition Period” shall mean the period commencing on the Effective Date and continuing until (i) nine (9) months following termination of Employee’s employment with Employer, unless clause (ii) applies, or (ii) if applicable, the last day of the Severance Period pursuant to Section 7(d)(A).

Time is Money Join Law Insider Premium to draft better contracts faster.