Licensee Covenant Sample Clauses

Licensee Covenant. Licensee covenants and agrees that, in conducting activities contemplated under this Agreement, it shall comply in all material respects with all applicable laws and regulations including, without limitation, those related to the manufacture, use, labeling importation and marketing of Licensed Products and Licensed Services. EXECUTION COPY Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Homology Medicines, Inc.
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Licensee Covenant. Licensee covenants and agrees that, in conducting activities contemplated under this Agreement, it shall comply in all material respects with all applicable laws and regulations including, without limitation, those related to the manufacture, use, labeling importation and marketing of Licensed Products and Licensed Services.
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Licensee Covenant. Licensee shall not, directly or indirectly, whether through an Affiliated Person or otherwise, until the termination of this Agreement, and for a period of one year thereafter, without the prior written approval of AccuMed, employ, engage, or seek to employ or engage, directly or indirectly, any employee of AccuMed or its subsidiaries.
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Licensee Covenant. LICENSEE shall not, anywhere in the world, without the prior written approval of ACCUMED, until the termination of this Agreement, engage, directly or indirectly, in ACCUMED's Protected Business, whether as a sole proprietor, partner, corporate officer, employee, director, shareholder, consultant, agent, independent contractor, trustee, or in any other manner by which LICENSEE could hold any beneficial interest in ACCUMED's Protected Business or could provide any service or product to ACCUMED's Protected Business. LICENSEE shall not, directly or indirectly, until the termination of this Agreement, without the prior written approval of ACCUMED, call upon, cause to be called upon, solicit or assist in the solicitation of, any customer or potential customer of ACCUMED for the purpose of diverting any existing or future business of such customers from ACCUMED's Protected Business. LICENSEE shall not engage in any disparagement, whether direct or indirect, through innuendo or otherwise, of ACCUMED or any of its employees, agents, officers, directors, shareholders or affiliates.
Sample 1
Licensee Covenant. LICENSEE shall not, directly or indirectly, until the termination of this Agreement, without the prior written approval of ACCUMED, employ, engage, or seek to employ or engage, directly or indirectly, any employee of ACCUMED.
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Related to Licensee Covenant

  • Employee Covenants The Employee agrees and covenants:

  • No Implied Licenses; Negative Covenant Except as set forth in this Agreement, neither Party shall acquire any license or other intellectual property interest, by implication or otherwise, under or to any Patents, Know-How or other intellectual property owned or controlled by the other Party. Neither Party shall, nor shall it permit any of its Affiliates or sublicensees to, practice any Patents or Know-How licensed to it by the other Party outside the scope of the licenses granted to it under this Agreement.

  • Specific Covenants The Borrower fails to perform or observe any term, covenant or agreement contained in any of Section 6.01, 6.02, 6.03, 6.05, 6.10, 6.11 or 6.12 or Article VII; or

  • Compliance Covenant The Company will not become a party to any Common Stock Change Event unless its terms are consistent with this Section 5.09.

  • Restrictive Covenant The Employer and the Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer, and have agreed that as an essential ingredient of and in consideration of this Agreement and the payment of the amounts described in Sections 3 and 4 hereof, the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period equal to the lesser of the number of FULL months the Executive has at any time been employed by the Employer or twenty-four (24) months after the termination of the Executive's employment with the Employer (the "Restrictive Period"), he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, directly or indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any corporation.

  • Negative Covenant Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and will cause the Company not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 is likely to occur.

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