Covenants of Licensor. In addition to and without limiting any other covenants contained in this Agreement, Licensor, on behalf of itself and its Affiliates, further covenants as follows:
Covenants of Licensor. Licensor agrees that it will provide bed space and furnishings on an “as available” basis. Licensor reserves the right in its sole discretion to re-assign Licensee to another bed space or room upon forty-eight (48) hours advance notice to Licensee.
Covenants of Licensor. 9 Article 9 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . 10 Article 10 Agreement Not to Compete, Confidentiality . . . . . . . . . . . 12 Article 11 Audits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Article 12
Covenants of Licensor. In addition to and without limiting any other covenants contained in this Agreement, Licensor, on behalf of itself and its Affiliates, further covenants as follows: (a) it will not enter into any agreement that would materially impair or conflict with its obligations hereunder; (b) other than with respect to any debt or similar financing, it will not pledge the Patents as collateral for any obligation or grant or cause any lien or security interest to be filed against or otherwise attach to the Patents or otherwise encumber the Patents; [*] CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. B-6 (c) in the event it transfers, assigns or conveys any interest in and to the Patents to any third party (including any Affiliates) other than to RPX or RPX’s Affiliates, it will obligate such third party to agree in writing to abide by all covenants, releases, rights and obligations owed under this Agreement by Licensor and to take the Patents subject to the Patent License granted by Licensor hereunder and subject to any sublicense (and release) granted by RPX in accordance with Section 1; (d) it shall take all commercially reasonable actions to maintain and defend the Patents, including without limitation timely paying all maintenance fees, annuities and the like due or payable on the Patents in the PTO and any foreign patent offices; (e) it shall pay all taxes (including, without limitation, sales and value added taxes) imposed on Licensor by the national government, and any state, local or other political subdivision thereof, of any country in which Licensor is subject to taxation, as the result of RPX’s furnishing consideration under this Agreement and/or the Patent Rights Agreement; (f) following the Effective Date, neither Licensor nor any of its Affiliates will xxx or threaten to xxx (or instruct, encourage, or aid a third party to xxx or threaten to xxx) RPX, any RPX Affiliate, any RPX Member, any RPX Licensee, any RPX Licensee Affiliate, or any other Entity that has been granted a sublicense hereunder for direct or indirect infringement (including, without limitation, inducement or contributory infringement) under any Patent after the Effective Date or such date RPX has paid any Expanded License Fee Payment(s), as applicable, and neither Licensor nor its Affiliates will xxx or threaten to xxx (or instruct, encourage, or ...
Covenants of Licensor. Licensor covenants to Licensee that Licensor has good and marketable title in and to the assets being licensed and/or sold, free of all debts, liens and encumbrances, except as is expressly provided for herein.
Covenants of Licensor. Section 8.1 Licensor shall be solely responsible for delivering to Licensee a Master Copy of each Licensed Product and Documentation and for the maintenance and support of the Sublicense Copies and Documentation used by any Redistributors and Customers. The duties of Licensor include the following:
Covenants of Licensor. Licensor covenants and agrees that:
Covenants of Licensor. Licensor represents and warrants to Licensee that during the term of this Agreement in the Territory:
Covenants of Licensor. Licensor covenants to Licensee that: 12.5.1 Licensor shall not, and shall not cause its Affiliates to, without Licensee’s prior written consent: (a) amend, restate, delete, substitute, or waive any terms or conditions of the AZ License; or (b) exercise any right to terminate (including its unilateral right to terminate the AZ License pursuant to Section 9.2.4 of the AZ License) or consent to any termination, in whole or in part, of the AZ License, in each case, ((a)-(b)) in a manner that would have a material adverse impact on the rights granted to Licensee under this Agreement. 12.5.2 Upon execution of any amendment of the AZ License after the Effective Date, Licensor shall promptly provide Licensee with a copy of such amendment or other agreement, which may be redacted to the extent not relevant to this Agreement.
Covenants of Licensor. From and after the Execution Date through the end of the Term, Licensor covenants to Pfizer as follows:
