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:
(a) any internal Research performed solely by Tekmira or its Existing Affiliates (and not with any Third Party) and solely for the purpose of identifying a Target for selection as a Tekmira Additional Target hereunder during the period starting on the Effective Date and continuing until the earlier of (i) the [Redacted – time period] anniversary of the Effective Date and (ii) such date that Tekmira completes its selection of the Tekmira Additional Targets pursuant to Article III; or
(b) the formulating in LNP Formulations by Tekmira or any of its Existing Affiliates of oligonucleotides controlled by any bona fide Third Party pharmaceutical collaborator on behalf of such Third Party and solely for Research (but not Development or Commercialization); constitutes infringement and/or misappropriation of the Alnylam Licensed Technology. For clarity, the Parties agree that the covenants set forth in this Section 2.5 do not extend to any Third Party.
Covenants Not to Xxx. (a) Rambus, on behalf of itself and its Subsidiaries, hereby covenants not to assert any claims of infringement of the Rambus Patents against SK hynix’s distributors and customers and SK hynix’s Subsidiaries’ distributors and customers solely arising from the use, importation, sale and offer for sale of any products up until the Effective Date to the extent that such distributors or customers would not have been liable for such use, importation, exportation, sale and offer for sale of such products had the License Agreement been in existence at the time of such infringing activity. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.
(b) SK hynix, on behalf of itself and its Subsidiaries, hereby covenants not to assert any claims of infringement of the SK hynix Patents against Rambus’ distributors and customers and Rambus’ Subsidiaries’ distributors and customers solely arising from the use, importation, exportation, sale or offer for sale of any products up until the Effective Date to the extent that such distributors or customers would not have been liable for such use, importation, exportation, sale and offer for sale of such products had the License Agreement been in existence at the time of such infringing activity.
Covenants Not to Xxx. To the extent that any claims covered by the scope of the release herein is not subject to waiver by applicable law (including, without limitation, any claims arising under or related to FMLA, FLSA, and any other local, state or federal statute governing employment and/or the payment of wages and benefits), you hereby covenant and agree not to xxx or otherwise seek any remedy or other form of relief against any of the Releasees relating to such claims.
Covenants Not to Xxx. (a) Rambus, on behalf of itself and its Subsidiaries, hereby covenants not to assert any claims of infringement of the Rambus Patents against Samsung, its Subsidiaries, and its and their respective former or current directors, officers, employees, attorneys, distributors and customers solely arising from the use, importation, sale and offer for sale of Samsung Products up until the Effective Date to the extent that Samsung, its Subsidiaries, and such former or current directors, officers, employees, attorneys, distributors or customers would not have been liable for such use, importation, sale and offer for sale of Samsung Products had the License Agreement been in existence at the time of such infringing activity.
(b) Samsung, on behalf of itself and its Subsidiaries, hereby covenants not to assert any claims of infringement of the Samsung Patents against Rambus, its Subsidiaries, and its and their respective former or current directors, officers, employees, attorneys, distributors and customers solely arising from the use, importation, sale or offer for sale of any Rambus product up until the Effective Date to the extent that Rambus, its Subsidiaries, and such former or current directors, officers, employees, attorneys, distributors or customers would not have been liable for such use, importation, sale and offer for sale of Rambus products had the License Agreement been in existence at the time of such infringing activity.
(c) Rambus, on behalf of itself and its Subsidiaries, hereby covenants not to assert against Samsung, its Subsidiaries, and its and their respective former or current directors, officers, employees, and attorneys any action or other proceeding based upon any claims, counterclaims, defenses, demands, damages, debts, liabilities, accounts, actions and causes of action released by Rambus pursuant to clause (ii) of the last sentence of Section 4.1.
(d) Samsung, on behalf of itself and its Subsidiaries, hereby covenants not to assert against Rambus, its Subsidiaries, and its and their respective former or current directors, officers, employees, and attorneys any action or other proceeding based upon any claims, counterclaims, defenses, demands, damages, debts, liabilities, accounts, actions and causes of action released by Samsung pursuant to clause (ii) of the last sentence of Section 4.2.
Covenants Not to Xxx. Each of the Releasing Parties hereby promises, covenants and agrees not to xxx any of the Lender Released Parties, and not to bring any legal action or proceeding of any kind, at any time, against any of the Lender Released Parties, in any court or administrative proceeding, in any venue, which legal action or proceeding (a) violates any covenant, condition, representation or warranty made by the Releasing Parties in this Agreement, in any other Loan Documents or in any of the Previous Loan Documents, or (b) directly or indirectly seeks to (i) obtain or procure issuance of any temporary restraining order, or preliminary injunction, or permanent injunction, or any other equitable or provisional relief against any of the Lender Released Parties based on acts or omissions which allegedly occurred prior to the Effective Date of this Agreement, or (ii) impose or bring any Lender Liability Claims on or against any of the Lender Released Parties based on acts or omissions which allegedly occurred prior to the Effective Date of this Agreement, or (iii) obtain or impose on any of the Lender Released Parties any injunctive relief based on acts or omissions which allegedly occurred prior to the Effective Date of this Agreement. The foregoing covenants not to xxx are permanent and shall survive the expiration or termination of this Agreement.
Covenants Not to Xxx. (i) The Releasing Parties promise not to xxx or proceed in any manner, in court, agency or any other proceedings, whether at law, in equity, by way of administrative hearing, or otherwise, or to solicit others to institute any such actions or proceedings, against the Released Parties concerning any of the claims released in this Section 5.7.
(ii) The releases and covenants not to xxx contained in this Section 5.7 may be pleaded as a full and complete defense to, and may be used as the basis for an injunction against, any action, suit or other proceeding which may be instituted in breach of the releases or covenants not to xxx.
Covenants Not to Xxx. (i) Navient covenants and agrees on behalf of itself and the other members of the Navient Group to take no action, directly or indirectly, to file or to cause to be filed any suit or institute or assist in instituting any proceeding in any court or tribunal, wherever located, against SLM BankCo or any other member of the SLM BankCo Group for any claims or causes of action arising from or relating to the infringement of Navient Intellectual Property by the modifications, enhancements or derivative works of the ATLAS Software (including Joint Materials), the SMI Licensed Materials, Navient Licensed Materials or Navient Licensed Systems created in compliance with this Agreement, any Ancillary Agreement and Intellectual Property associated therewith, which Navient and the other members of the Navient Group has, may have or hereafter might have, for or because of any matter or thing done, omitted or suffered to be done from and after the Effective Time.
(ii) SLM BankCo covenants and agrees on behalf of itself and the other members of the SLM BankCo Group to take no action, directly or indirectly, to file or to cause to be filed any suit or institute or assist in instituting any proceeding in any court or tribunal, wherever located, against Navient or any other member of the Navient Group for any claims or causes of action arising from or relating to the infringement of SLM BankCo Intellectual Property (excluding the Private Loan Servicing Registrable IP) by the modifications, enhancements or derivative works of the ATLAS Software (including Joint Materials) or the SLM BankCo Licensed Systems created in compliance with this Agreement, any Ancillary Agreement and Intellectual Property associated therewith, which SLM BankCo and the other members of the SLM BankCo Group has, may have or hereafter might have, for or because of any matter or thing done, omitted or suffered to be done from and after the Effective Time.
Covenants Not to Xxx. Each of Pan American, the Departing Directors and the Vortex Parties further promises and agrees not to xxx any of the other Parties with respect to any claim covered by the release provisions of this Agreement.
Covenants Not to Xxx a) Plaintiff forever waives, releases, and covenants not to xxx or file or assist with suing or filing any lawsuit or claim against any of the Settling Defendants with any court, governmental agency or other entity arising out of, based on, or related to the Disputes, whether known or unknown at the time of execution of this Settlement Agreement.
b) Debtors and Settling Defendants forever waive, release, and covenant not to xxx or file or assist with suing or filing any lawsuit or claim against Plaintiff or Plaintiff’s counsel with any court, governmental agency or other entity with respect to any claim for attorney’s fees or costs related to the Litigation.
Covenants Not to Xxx. The Parties covenant and agree that, except as required to enforce the Agreement, they will never, individually or with any other person or entity, or through any agent or member, commence or prosecute against each other any action or proceeding for any claim or matter which is settled and released by this Agreement.
