GUARANTEED MINIMUM PERFORMANCE Sample Clauses

GUARANTEED MINIMUM PERFORMANCE. LICENSEE shall use good diligent efforts to manufacture, promote, market and sell the licensed Invention throughout the Licensed Territory within the quickest reasonable time and continuing thereafter as long as this Agreement is in effect. LICENSEE warrants and guarantees that all Device(s) which are embodiments of the Licensed Invention manufactured or sold by it shall be of high, quality and proper manufacture, and within the U.S. Occupational Health and Safety Administration (OHSA), The Environmental Protection Agency (EPA) and other regulatory governmental agency standards. Further, LICENSEE will allow (although LICENSEE is not required to) final inspection and approval of each LICENSED DEVICE prior to the delivery to the customer by LICENSOR where requested, which inspection by LICENSOR must be satisfactory, regarding the manufacture and/or operation of the device in accordance with plans or specifications submitted by LICENSOR, or the LICENSED DEVICE will have to be modified according to LICENSOR's instructions until approved by LICENSOR- Only upon final approval by LICENSOR can the LICENSED DEVICE be used or sold by LICENSEE. LICENSOR agrees that he will not unreasonably withhold approval of the LICENSED DEVICE after inspection. The present provision does not require LICENSOR to inspect the LICENSED DEVICE, nor is LICENSOR responsible or otherwise liable for manufacturing and/or design defects in LICENSED DEVICE- Further, LICENSOR warrants, and guarantees that LICENSEE shall indemnify LICENSOR in the event of any lawsuit involving the LICENSED INVENTION naming LICENSOR. In addiction, LICENSEE will obtain and maintain liability insurance in the amount of one million dollars ($1,000,000.00), naming licensor as co- insured. LICENSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE VIABILITY OR FITNESS OF THE LICENSED INVENTION. LICENSEE warrants that it will sell or have in commercial operation at least ONE (1) LICENSED DEVICE within three calendar years from the date of execution of the present agreement, and ONE (1) LICENSED DEVICE every two years thereafter, until termination or expiration of the present agreement. Extension of this agreement may be made by requesting same in writing at the option of the LICENSOR.
Sample 1
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Related to GUARANTEED MINIMUM PERFORMANCE

  • Excused Performance If either Party is rendered wholly or partially unable to perform its obligations (other than payment obligations) under this Agreement due to the occurrence of a Force Majeure Event, such Party will be excused from the affected performance obligation (other than payment obligations), provided that:

  • Events Excusing Performance Neither party shall be liable to the other party for failure to perform any of the services required herein in the event of strikes, lock-outs, calamities, acts of God, unavailability of supplies or other events over which that party has no control for so long as such events continue, and for a reasonable period of time thereafter.

  • Not Impair Performance Buyer shall not take any intentional action that would cause the conditions upon the obligations of the parties hereto to effect the transactions contemplated hereby not to be fulfilled, including, without limitation, taking or causing to be taken any action that would cause the representations and warranties made by any party herein not to be true, correct and accurate as of the Closing, or in any way impairing the ability of Seller to satisfy its obligations as provided in Article VII.

  • Strict Performance The failure of any party to insist upon or enforce strict performance by any other party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance; rather, such provision or right shall be and remain in full force and effect.

  • Non-Performance No failure or delay in performance, whether in whole or in part, by either Gatherer or Shipper shall be deemed to be a breach hereof (other than the obligation to pay amounts when due under this Agreement) when such failure or delay is occasioned by or due to a Force Majeure Event.

  • Timely Performance Time is of the essence as to the performance of the obligations required of the respective parties under this Agreement.

  • Continuity of Service and Performance Unless otherwise agreed in writing, the Parties shall continue to provide service and honor all other commitments under this Agreement during the course of a Dispute with respect to all matters not subject to such Dispute.

  • Assist Performance Seller shall exercise its reasonable best efforts to cause to be fulfilled those conditions precedent to Buyer’s obligations to consummate the transactions contemplated hereby which are dependent upon the actions of Seller and to work with Buyer to make and/or obtain any necessary filings and consents. Seller shall cause Split-Off Subsidiary to comply with its obligations under this Agreement.

  • Prompt Performance All actions required to be taken (including payments) by any party under this Agreement shall be performed within the time prescribed for performance in this Agreement, or if no period is prescribed, such actions shall be performed promptly.

  • Continued Performance The fact that the dispute resolution procedures specified in this Section 13 shall have been or may be invoked shall not excuse any party from performing its obligations under this Agreement, and during the pendency of any such procedure all parties shall continue to perform their respective obligations in good faith, subject to any rights to terminate this Agreement that may be available to any party.

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