GRANTS AND COVENANTS Sample Clauses

GRANTS AND COVENANTS. 2.1 Subject to Sections 2.2, 2.3, and 2.4 NATIONAL, on behalf of itself and its SUBSIDIARIES, hereby grants to "COMPANY TWO" and "COMPANY TWO"'s SUBSIDIARIES, during the TERM of this Agreement, a non-exclusive non- transferable license, without right to sublicense to third parties, under NATIONAL PATENTS, (a) to make, use, lease, sell, offer for sale, export, import or otherwise dispose of LICENSED PRODUCTS. provided however, that no rights are conveyed hereunder to customers of COMPANY TWO under any claim of a NATIONAL PATENT which is directed to (1) a combination of any LICENSED PRODUCT sold, leased or otherwise disposed of by "COMPANY TWO" or "COMPANY TWO"'s SUBSIDIARIES with any other product, or (2) a method or process which is other than the normal and intended use of such LICENSED PRODUCT itself as sold, leased or otherwise disposed of by "COMPANY TWO" or "COMPANY TWO"'s SUBSIDIARIES. 2.2 No release or license is granted by NATIONAL, or any SUBSIDIARIES, either directly or by implication, estoppel or otherwise, under any patent licensed hereunder, to "COMPANY TWO" or its SUBSIDIARIES, or third parties acquiring product from "COMPANY TWO" or any SUBSIDIARY, for the combination of LICENSED PRODUCTS with any other product which is not a LICENSED PRODUCT. 2.3 With respect to the licenses granted in Sections 2.1 and 2.2, a license to "COMPANY TWO" does not include the right of "COMPANY TWO" or its SUBSIDIARIES under the product and apparatus claims of any NATIONAL PATENTS to make products for sale to any third party (other than a SUBSIDIARY) for said third party's sale, use, lease, or other disposition of such products under the trade name, trademark, or other commercial indicia of such third party where the product design or manufacturing design is furnished by such third party in such sufficient detail such that no substantial additional designing by the party or its SUBSIDIARIES licensed herein is required, or to which only minor revisions are made to conform to specifications used by the party or its SUBSIDIARIES licensed herein. In the event such prohibited activity occurs, the exclusive remedy of NATIONAL for any claim of patent infringement shall be against the third party, provided that upon notice, "COMPANY TWO" hereto will cooperate with the other party to effectuate this provision. 2.4 If a SUBSIDIARY of "COMPANY TWO" ceases to be a SUBSIDIARY of "COMPANY TWO": The licenses and rights granted hereunder with respect to the patents of the NATION...
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GRANTS AND COVENANTS. 2.1 Subject to the terms and conditions of this Agreement, HGS grants to SP a non-exclusive, non-transferable, worldwide license under LICENSED TECHNOLOGY and LICENSED PATENTS to perform research and development in the FIELD (and ANTISENSE 8 2.2 Subject to the terms and conditions of this Agreement, HGS grants to SP an exclusive, non-transferable, worldwide license under LICENSED TECHNOLOGY and LICENSED PATENTS to perform research and development in the FIELD after the RESEARCH TERM with respect to an EXCLUSIVE SP PRODUCT (and ANTISENSE research and development with respect to EXCLUSIVE SP PRODUCTS). 2.3 Subject to the terms and conditions of this Agreement, HGS grants to SP an exclusive worldwide license under LICENSED TECHNOLOGY and LICENSED PATENTS to make, have made, use, import, export, offer to sell and sell EXCLUSIVE SP PRODUCTS in the FIELD. 2.4 (a) During and after the RESEARCH TERM, SP agrees to use SP TECHNOLOGY and SP PATENTS only in the FIELD. After the RESEARCH TERM, the use of SP TECHNOLOGY to the extent available to the general public through publications made by THIRD PARTIES independent of SP shall not be a breach of this Paragraph 2.4. (b) During and after the RESEARCH TERM, SP agrees to use LICENSED TECHNOLOGY and LICENSED PATENTS only as licensed and permitted hereunder. After the RESEARCH TERM, (i) an incidental or immaterial use of LICENSED TECHNOLOGY and/or (ii) the use of LICENSED TECHNOLOGY to the extent available to the general public and to the extent not covered by a granted LICENSED PATENT shall not be a breach of this Paragraph 2.4. 9 (c) HGS agrees that the FIELD shall include GENE THERAPY VACCINES to the extent that HGS has the right as of the EFFECTIVE DATE to include GENE THERAPY VACCINES in the FIELD. No additional fee will be due for inclusion of GENE THERAPY VACCINES in the FIELD. (d) The license granted under this Agreement with respect to SOFTWARE is limited to SOFTWARE which is (i) owned by HGS and/or (ii) is owned or licensed by a THIRD PARTY and licensed to HGS which license to HGS includes the right to grant sublicenses. To the extent that acceptance of the license granted under this Agreement to SOFTWARE would obligate SP or HGS to pay royalties and/or license fees to a THIRD PARTY based solely upon SP's use of SOFTWARE owned or licensed by said THIRD PARTY and sublicensed to SP by HGS, SP shall, in its sole discretion elect to (i) accept the SOFTWARE in its entirety and pay all such royalties and/or licensee fe...
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GRANTS AND COVENANTS. 2.1. Subject to the terms and conditions of this Agreement, HGS grants to TRANSGENE a non-exclusive, non-transferable, worldwide license under LICENSED TECHNOLOGY and LICENSED PATENTS to perform research and development in the FIELD during the RESEARCH TERM. 2.2. Subject to the terms and conditions of this Agreement, HGS grants to TRANSGENE an exclusive, non-transferable, worldwide license under LICENSED TECHNOLOGY and LICENSED PATENTS to perform research and development in the FIELD after the RESEARCH TERM with respect to an EXCLUSIVE TRANSGENE PRODUCT. 2.3. Subject to the terms and conditions of this Agreement, HGS grants to TRANSGENE an exclusive worldwide license under LICENSED TECHNOLOGY and LICENSED PATENTS to make, have made, use, import, export, offer to sell and sell EXCLUSIVE TRANSGENE PRODUCTS in the FIELD. (a) During and after the RESEARCH TERM, TRANSGENE agrees to use TRANSGENE TECHNOLOGY and TRANSGENE PATENTS only in the FIELD. (b) During and after the RESEARCH TERM, TRANSGENE agrees to use LICENSED TECHNOLOGY and LICENSED PATENTS only as licensed and permitted hereunder. (c) HGS agrees that the FIELD shall include GENE THERAPY VACCINES to the extent a gene has not been selected by SmithKline Beecxxx ("XB") or a successor to SB pursuant
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GRANTS AND COVENANTS. 3.1 Subject to the terms and conditions of this Agreement, VICAL grants to HGS a non-exclusive, non-transferable, worldwide license (without the right to grant sublicenses) under VICAL TECHNOLOGY and VICAL PATENTS to perform research and preclinical development in the FIELD during the RESEARCH TERM using HGS RESEARCH GENES. 3.2 Subject to the terms and conditions of this Agreement, VICAL hereby grants to HGS non-exclusive, non-transferable options to obtain licenses under Paragraph 3.3 for up to three (3) HGS RESEARCH GENES exercisable during the RESEARCH TERM of this Agreement in accordance with the provisions of Article 4. 3.3 Subject to the terms and conditions of this Agreement, with respect to EXCLUSIVE HGS PRODUCTS directed to an HGS RESEARCH GENE for which HGS has exercised an option under Paragraph 3.2 and VICAL is obligated to grant a license pursuant to Paragraph 4.3, VICAL grants to HGS an exclusive worldwide license (with the right to grant sublicenses) under VICAL TECHNOLOGY and VICAL PATENTS to research, develop, make, have made, use, import, export, offer to sell and sell such EXCLUSIVE HGS PRODUCTS in the FIELD. 3.4 For any sublicense granted by HGS to an AFFILIATE or THIRD PARTY pursuant to the provisions of Paragraph 3.3, HGS shall provide VICAL with a copy of each sublicense granted hereunder promptly after executing the same; provided, however, that HGS shall have the right to redact any confidential terms from the copy provided to VICAL. Any such sublicense shall be subject and subordinate to the terms and conditions of this Agreement, and HGS shall remain responsible for all payments due to VICAL.
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GRANTS AND COVENANTS 
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Related to GRANTS AND COVENANTS

  • Agreements and Covenants The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time.

  • Conditions and Covenants All of the provisions of this Lease shall be deemed as running with the land, and construed to be “conditions” as well as “covenants” as though the words specifically expressing or imparting covenants and conditions were used in each separate provision.

  • Performance of Agreements and Covenants Each and all of the agreements and covenants of Buyer to be performed and complied with pursuant to this Agreement and the other agreements contemplated hereby prior to the Effective Time shall have been duly performed and complied with in all material respects.

  • Agreements and Covenants of the Company The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, Executive Vice President, Vice President or Secretary. In addition, except with respect to its duties under Sections 1(i), 1(j) and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Sections 1(i) through 1(j) hereof. The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the Offering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders regarding a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit or certificate of the inspector of elections for the shareholder meeting verifying the vote of such shareholders regarding such Business Combination; (e) Provide the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same; (f) Unless otherwise agreed between the Company and the Representative, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts directed by the Representative on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account to the Company or any other person; (g) Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions that are not permitted under this Agreement; and (h) Within four (4) business days after the Underwriters exercise the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount.

  • Representations and Covenants In accordance with IRS Notice 2001-82 and IRS Notice 88-129, Developer represents and covenants that (i) ownership of the electricity generated at the Large Generating Facility will pass to another party prior to the transmission of the electricity on the New York State Transmission System, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Connecting Transmission Owner for the Connecting Transmission Owner’s Attachment Facilities will be capitalized by Developer as an intangible asset and recovered using the straight-line method over a useful life of twenty (20) years, and

  • Further Representations, Warrants and Covenants Buyer hereby represents, warrants, covenants and agrees as follows: (a) Buyer is at least eighteen (18) years of age with an address as set forth in this Subscription Agreement. (b) Except as set forth in the Prospectus and the exhibits thereto, no representations or warranties, oral or otherwise, have been made to Buyer by the Company or any other person, whether or not associated with the Company or this offering. In entering into this transaction, Buyer is not relying upon any information, other than that contained in the Prospectus and the exhibits thereto and the results of any independent investigation conducted by Buyer at Buyer’s sole discretion and judgment. (c) Buyer understands that his or her investment in the Shares is speculative and involves a high degree of risk, and is not recommended for any person who cannot afford a total loss of the investment. Buyer is able to bear the economic risks of an investment in the Offering and at the present time can afford a complete loss of such investment. (d) Buyer is under no legal disability nor is Buyer subject to any order, which would prevent or interfere with Buyer’s execution, delivery and performance of this Subscription Agreement or his or her purchase of the Shares. The Shares are being purchased solely for Buyer’s own account and not for the account of others and for investment purposes only, and are not being purchased with a view to or for the transfer, assignment, resale or distribution thereof, in whole or part. Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement with respect to the transfer, assignment, resale or distribution of any of the Shares. (e) Buyer has (i) adequate means of providing for his or her current financial needs and possible personal contingencies, and no present need for liquidity of the investment in the Shares, and (ii) a liquid net worth (that is, ne worth exclusive of a primary residence, the furniture and furnishings thereof, and automobiles) which is sufficient to enable Buyer to hold the Shares indefinitely. (f) If the Buyer is acting without a Purchaser Representative, Buyer has such knowledge and experience in financial and business matters that Buyer is fully capable of evaluating the risks and merits of an investment in the Offering. (g) Buyer has been furnished with the Prospectus. Buyer understands that Buyer shall be required to bear all personal expenses incurred in connection with his or her purchase of the Shares, including without limitation, any fees which may be payable to any accountants, attorneys or any other persons consulted by Buyer in connection with his or her investment in the Offering.

  • Representations and Covenants of the Company The Company makes the following representations and covenants in order to induce the Agency to proceed with the Project: a. The Company is a business corporation duly formed and validly existing under the laws of the State of New York, has the authority to enter into this Agreement, and has duly authorized the execution and delivery of this Agreement. b. Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the provisions of this Agreement will conflict with or result in a breach of any of the terms, conditions or provisions of any restriction or any agreement or instrument to which the Company is a party or by which it is bound, or will constitute a default under any of the foregoing, or result in the creation or imposition of any lien of any nature upon any of the property of the Company under the terms of any such instrument or agreement. c. The Project and the operation thereof will conform with all applicable zoning, planning, building and environmental laws and regulations of governmental authorities having jurisdiction over the Project, and the Company shall defend, indemnify and hold the Agency harmless from any liability or expenses resulting from any failure by the Company to comply with the provisions of this subsection. d. There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body pending or, to the knowledge of the Company, threatened against or affecting the Company, to which the Company is a party, an in which an adverse result would in any way diminish or adversely impact on the Company’s ability to fulfill its obligations under this Agreement. e. The Company covenants that the Project will comply in all respects with all environmental laws and regulations, and, except in compliance with environmental laws and regulations, (i) that no pollutants, contaminants, solid wastes, or toxic or hazardous substances will be stored, treated, generated, disposed of, or allowed to exist at the Project except in compliance with all material applicable laws, (ii) the Company will take all reasonable and prudent steps to prevent an unlawful release of hazardous substances at the Project or onto any other property,

  • Warranties and Covenants Assignor warrants and represents to Assignee and Company as of the date hereof:

  • Additional Agreements and Covenants The parties further agree and covenant as follows:

  • Representations and Covenants of the Holder This Warrant has been entered into by the Company in reliance upon the following representations and covenants of the Holder, which by its execution hereof the Holder hereby confirms:

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