Covenant of Licensee. Licensee will not make any representation or do any act to the effect that it has any right, title or interest in or to the ownership or use of any of the Trademarks except pursuant to this Agreement.
Covenant of Licensee. Licensee hereby covenants and agrees to use reasonable efforts to develop, and obtain all necessary regulatory approvals for, and commercialize certain formulations which can be delivered to humans through Licensed Products. In the event that Licensee breaches its obligations under this Section 4.2, Licensee shall not be liable for any damages or other compensation as a result thereof, and Licensor' sole and exclusive remedy shall be the termination of this Agreement pursuant to Section 7.2.
Covenant of Licensee. Neither Licensee nor any of its Affiliates will use in any capacity, in connection with the activities to be performed under this Agreement, any Person who has been debarred pursuant to Section 306 of the FFDCA or who is the subject of a conviction described in such section. Licensee shall inform Sanofi in writing promptly if it or any Person who is performing activities hereunder is debarred or is the subject of a conviction described in Section 306 or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to Licensee’s knowledge, is threatened, relating to the debarment or conviction of Licensee or any Person performing activities hereunder.
Covenant of Licensee. Unless agreed to in writing by the Sublicensor, the Licensee will not, from the Effective Date:
Covenant of Licensee. Licensee hereby covenants to Time Broker that during the term hereof, (i) Licensee shall take no action which will have the effect of reducing the effective radiated power and the current coverage of the Station, except in connection with necessary maintenance of or near the transmission facilities of the Station and (ii) Licensee shall not enter into any contract or advertising arrangement on or after the Commencement Date except with the prior written consent of Time Broker or in accordance with Section 1.3 or 2.4 hereof.
Covenant of Licensee. Licensee covenants and agrees that it has all necessary rights to carry out its obligations under this Site License.
Covenant of Licensee. The Licensee agrees that prior to the consummation of any Corporate Event: (i) Licensee shall not pay any dividends to Alleghany in respect of Alleghany’s ownership of the common stock of the Licensee unless and until the Preferred Stock Capital and the Preferred Return shall have been paid in full; and (ii) Licensee shall not issue any additional shares of the common stock of Licensee to any of the Licensee’s Affiliates without the prior written consent of the Licensor if such issuance would be dilutive to the percentage of common stock of the Licensee to be owned by Licensor upon consummation of any Corporate Event, as provided above. After the consummation of any Corporate Event, the rights, preferences and privileges of the capital stock of Licensee owned by Licensor and Alleghany shall be as set forth in the Stockholders’ Agreement. la-1107136
Covenant of Licensee. Licensee and its Affiliates will not, directly or indirectly (including where such is done by a Third Party on behalf of Licensee or its Affiliates, at the urging of Licensee or its Affiliates or with the assistance of the Licensee or its Affiliates) challenge the validity, scope, or enforceability of or otherwise oppose any Penn Patent Right, provided that if any Penn Patent Right is asserted against Licensee or its Affiliate for activities authorized under this Agreement, then such Licensee or its Affiliates is entitled to all and any defenses available to it including challenging the validity or enforceability of such Penn Patent Right. Licensee will comply in all material respects with all Laws that apply to its activities or obligations under this Agreement. For example, Licensee will comply in all material respects with applicable United States export laws and regulations. The transfer of certain technical data and commodities may require a license from the applicable agency of the United States government and/or written assurances by Licensee that Licensee will not export data or commodities to certain foreign countries without prior approval of the agency.
Covenant of Licensee. Neither Party nor any of its Affiliates, Sublicensees (in the case of MedRx, MedRx Sublicensees) or Service Providers will use in any capacity, in connection with the activities to be performed under this Agreement, any Person who has been debarred pursuant to Section 306 of the FFDCA or who is the subject of a conviction described in such section. Each Party shall inform the other Party in writing promptly if it or any Person who is performing activities hereunder is debarred or is the subject of a conviction described in Section 306 or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to such Party’s knowledge, is threatened, relating to the debarment or conviction of such Party or any Person performing activities hereunder.
