Covenants of Licensee. 8.3.1 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 Patent Right. Licensee will comply with all Laws that apply to its activities or obligations under this Agreement. For example, Licensee will comply 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.
8.3.2 Licensee will not grant a security interest in the License or this Agreement.
Covenants of Licensee. A. That the City shall not be liable for loss, exchange or theft of or damage to personal property of the Licensee, its agents and guests.
B. To pay to the City on demand any sum which may be due to Xxxxxx’x Grove for additional service, accommodations, or material furnished or loaned by Xxxxxx’x Grove for additional service, accommodation, or material furnished or loaned by Xxxxxx’x Grove.
C. To be responsible for all damage to the facility resulting from its use under the license; to pay to Xxxxxx’x Grove upon demand such sum as shall be necessary to restore the facility to its present condition if damaged as a result of use under this license agreement; and to quit and surrender the facility at the end of the term in the same condition as it was when the license term commenced.
D. To comply with all laws of the United States and of the State of Ohio; also to comply with all ordinances, rules, policies, regulations and requirements of Xxxxxx’x Grove and the City, all of which are available for Licensee’s review at the City of Centerville’s administrative office, 000 Xxxx Xxxxxx Xxxxxx Xxxx, Xxxxxxxxxxx, Xxxx, 00000 and online at xxx.xxxxxxxxxxxxxxx.xxx .
E. To comply with Xxxxxx’x Grove rules and renters’ responsibilities; copy of which is incorporated into this agreement.
Covenants of Licensee. Licensee agrees that he/she: (i) will comply with all terms and conditions of this Agreement, (ii) is enrolled at California State University, Fresno or Fresno City College, in a minimum of six (6) units, (although upon a hardship showing and at the sole discretion of Fresno State Student Housing, this requirement may be waived on a case by case basis); (iii) will maintain satisfactory health and accident insurance coverage of $2,000 in hospital benefits, $150 in medical benefits, $350 in surgical benefits, and $50 in emergency outpatient benefits per accident or sickness; (iv) agrees that Licensor is not responsible for lost, damaged or stolen property in or on the premises, including the parking areas and holds harmless Licensor from any such losses; (v) accepts whatever bed space is assigned/reassigned; (vi) will refrain from subletting, transferring or assigning any rights/obligations hereunder without the express written consent of Licensor; (vii) will timely and fully pay all room, board and other fees and charges arising from this Agreement; (viii) will act reasonably, lawfully and follow all published and/or posted notices regarding personal conduct; (ix) will follow established procedures as to guests/visitors and take responsibility for the conduct of such guests/visitors; (x) allow Licensor or its designee reasonable entry into any portion of the housing facilities, for purposes of health and safety inspections, to investigate suspected violations of Fresno State Student Housing policies, or otherwise; (xi) will vacate the housing facilities immediately upon the earlier of expiration or revocation of the license granted hereunder; (xii) refrain from altering, disturbing or damaging the housing facilities, furnishings, common areas and surrounding environment; (xiii) will pay, individually or in combination with other Licensees a reasonable charge for any such damage, and (xiv) indemnify, defend and save and hold harmless the Licensor, the State of California, Trustees of the California State University, California State University, Fresno and the California State University, Fresno Association, Inc. and all of said entities’ employees, agents, representatives, boards, committees, predecessors and successors, as to any and all injuries, damages and/or claims arising out of or in any way connected with this Agreement, other than those solely caused by the intentional or negligent acts of the Licensor. A failure by LICENSEE to satisfy any covenant ...
Covenants of Licensee. 6.1 Licensee further agrees as follows:
(a) To maintain a high moral standard and atmosphere at Licensee's Restaurant; to train and supervise its employees in compliance with all local and state health code and food preparation laws; to properly and in a sanitary manner prepare all food and beverages and to serve the same in a wholesome, appetizing and efficient manner; to maintain the Licensed Business in a clean, safe and orderly manner; to provide efficient, courteous and high quality service to the public, to the end that the Licensed Business shall help to create and build good will among the public for Max's Grille restaurants as a whole, and so that Licensor, Licensee, and each member of said System shall be benefited, and the public assured uniform, efficient, courteous, high quality service on a standardized national basis.
(b) To advertise, sell or offer for sale only those items which are sold by Licensor in its company-owned Restaurants or approved by Licensor in writing prior to offering the same for sale.
(c) Not to carry on or conduct or permit others to carry on or conduct any other business activity or operation from the approved premises other than the operation of the Licensed Business.
Covenants of Licensee. 6 Article 8
Covenants of Licensee. Licensee hereby covenants to XENCOR that, during the License Term, the Licensed Asset or Products Commercialized or Manufactured by, or under authority of, Licensee shall be: (a) packaged, labeled, handled, stored and shipped in accordance with, and shall conform to, the applicable Product specifications (as reflected in the applicable MAA or IND, as applicable); (b) packaged, labeled, handled, stored and shipped in compliance with all Applicable Law including GMPs in all material respects; and (c) Manufactured free of any material that would cause the Products to be adulterated or misbranded within the meaning of Applicable Law.
Covenants of Licensee. 5.1 Licensee covenants and agrees as follows:
(a) To conduct its Courier Services in accordance with the terms and provisions of this License Agreement and according to standards and methods established from time to time by Licensor.
(b) Throughout the term of this License Agreement, to acquire, secure and maintain all registrations, licenses, permits and approvals that are necessary or advisable for the operation of its Courier Services in Licensee's Territory and for the implementation of this License Agreement.
(c) To be responsible for the efficient and proper management of its Courier Services operations. Without impairing the generality of the foregoing, Licensee shall be responsible for providing to its Courier Services in Licensee's Territory all necessary management services in the form of financial planning, recruiting, purchasing, advertising and other incidental and technical services and shall be responsible for providing all necessary technical know-how, expertise, administration, supervision and control for the proper conduct of its Courier Services in accordance with standards and methods established from time to time by Licensor.
(d) To comply with all laws, ordinances, rules and regulations pertaining to its Courier Services.
(e) To provide efficient, courteous and high quality Courier Services to the public in accordance with standards and methods established from time to time by Licensor.
(f) To create goodwill among the public for the Aramex System.
(g) To feature in its Courier Services in Licensee's Territory, in its principal place of business and all other branches and subsidiaries connected with its Courier Services and in all advertising and stationery matter the trademark and trade name "Aramex" or "Aramex International Courier".
(h) To protect, indemnify and hold harmless Licensor, its other licensees and Licensor's Interlining Agents from and against all costs, damages, expenses, claims or other liability imposed by law or otherwise as a result of or arising out of the Courier Services operated by Licensee including but not limited to all costs, including attorney's fees, incurred as a result of suits against Licensor, its other licensees and/or Licensor's Interlining Agents arising therefrom irrespective of whether any such suits shall be against Licensor, its other licensees and/or Licensor's Interlining Agents solely or as co-defendants with Licensee and/or other parties and irrespective of whether any such suits allege neg...
Covenants of Licensee. 8.4.1 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) make any Challenge; provided, however, that if any Penn Patent Right is asserted against Licensee or its Affiliate, then such Licensee or its Affiliates is entitled to all and any defenses available to it including challenging the validity or enforceability of such Patent Right.
8.4.2 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 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.
Covenants of Licensee. 10.3.1. 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 the best of Licensee’s knowledge, is threatened, relating to the debarment or conviction of Licensee or any Person performing activities hereunder.
10.3.2. Licensee shall, and shall procure that its Affiliates and Sublicenses, take appropriate measures to secure, within its physical premises, databases and computer environments, the Licensed Know-How and Other Data so as to protect such information from any and all uses except as expressly permitted herein.
Covenants of Licensee. During the Term, Licensee shall not take any of the following actions without the prior written consent of Management Firm:
2.4.1. declare, set aside, or pay any dividend or make any distribution with respect to the equity of the Enterprise or redeem, purchase, or otherwise acquire any of the equity of the Enterprise;
2.4.2. cause the Enterprise to sell or otherwise transfer any material asset of the Enterprise outside of the ordinary course of business;
2.4.3. cause the Enterprise to enter into or negotiate the settlement of any claims other than those claims set forth on Schedule 2.4.3 attached hereto, which claims may be settled or negotiated without the written consent of Management Firm, provided, such settlement or negotiation does not result in any liability for payment or admission of wrongdoing by Management Firm or Licensee;
2.4.4. change the business or business plan or adopt or amend any budget of the Enterprise;
2.4.5. approve any sale of the Enterprise (or similar transaction with respect to any subsidiaries of the Enterprise);
2.4.6. make any investments or sales not in the ordinary course of business, or capital expenditures for the Enterprise or cause the Enterprise to incur obligations not set forth in the Operating Budget, Construction Budget, or organizational documents of the Enterprise;
2.4.7. hire or terminate any Enterprise Employee; or
2.4.8. enter into any agreement, contract, commitment or arrangement to take any of the actions set forth above.
