Covenants of Licensee Sample Clauses
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 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 covenants to Licensor that, during the Term and thereafter:
(a) It will not attack the title of Licensor (or third parties that have granted rights to Licensor) in and to the Licensed Property or any copyright pertaining thereto, nor will it attack the validity of the License granted hereunder;
(b) It will not harm, misuse or bring into disrepute the Licensed Property, but on the contrary, will maintain the value and reputation thereof to the best of its ability;
(c) It will not create any expenses chargeable to Licensor without the prior written approval of Licensor in each and every instance. It will not cause or allow any liens or encumbrances to be placed against, or grant any security interest (except to Licensor as provided hereunder) in the Licensed Property without Licensor's prior written consent;
(d) It will protect to the best of its ability its right to manufacture, sell, promote and distribute the Products hereunder;
(e) Licensee covenants that the Products shall equal or exceed all industry and government standards established in respect of safety and fitness for use. All applicable government standards of the Territory shall apply, whether federal, state or local. Such standards shall include, but not be limited to, the Consumer Product Safety Act and all appropriate sections of the Code of Federal Regulations, and to the extent applicable, the Products shall equal or exceed the standards set forth in the Hazardous Substances Act, the Flammable Fabrics Act, the Child Safety Protection Act and the Toy Manufacturers of America Safety Standards as contained in ASTM F963 and comparable industry standards. Prior to commencing shipment of each Product and on a regular basis thereafter but no less frequently than annually, or as otherwise requested by Licensor, Licensee agrees to provide to Licensor at Licensee's expense a certificate of an approved independent testing laboratory certifying that the Products comply with such standards and regulations. Each certificate that is provided must specifically describe the Products that are covered by the certificate, including the manufacturing source of the Products being tested. Products that are shipped into more than one country must be certified separately with respect to the applicable requirements of each such country. Additional certificates shall be supplied with respect to any design or manufacturing change that may affect the Product's compliance with applicable standards. If there is ...
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. 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. 6 Article 8
Covenants of Licensee. 1.1.1 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.
1.1.2 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.
1.1.3 Licensee will not grant a security interest in the License or this Agreement.
Covenants of Licensee. Licensee covenants as follows:
Covenants of Licensee. Licensee hereby covenants to Zenas that:
(a) the Compound or Products Commercialized or Manufactured by, or under authority of, Licensee shall be: (i) 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); (ii) packaged, labeled, handled, stored and shipped in compliance with all Applicable Laws including GMPs in all material respects; and (iii) Manufactured free of any material that would cause the Products to be adulterated or misbranded within the meaning of Applicable Law;
(b) with respect to all Licensee Patent Rights owned or purported to be owned by Licensee, all of Licensee’s employees and independent contractors have executed agreements or have existing obligations under Applicable Laws requiring assignment to Licensee or its Affiliate, as applicable, of all right, title, and interest in and to any inventions made during the course of and as the result of this Agreement;
(c) Licensee will not, and will cause its Affiliates not to, enter into any agreements or arrangements with Third Parties relating to Licensee Patent Rights that would, to its Knowledge, (i) reduce or limit the rights granted to Zenas under this Agreement in any material respect, or (ii) restrict or result in a restriction on Zenas’s ability to Exploit any Compound or Product in accordance with this Agreement; and
(d) if Licensee or its Affiliate or Sublicensee is the cause of any breach under any Upstream License, then Licensee shall use reasonable efforts to cure such breach during the relevant cure period under the applicable Upstream License.