Licensee Covenants Sample Clauses

Licensee Covenants. 6.1 Licensee covenants and agrees that: (a) 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; (b) Licensee will at all times have a sufficient number of shares of Common Stock authorized and reserved for issuance to the COH Stockholders in accordance with the terms of this Agreement; and 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. (c) Licensee will obtain all authorizations necessary for the issuance of the Common Stock issuable to the COH Stockholders pursuant to this Agreement after the date hereof prior to the issuance of such Common Stock.

Licensee Covenants. 7.5.1 Licensee hereby covenants to promptly notify the Licensing Administrator in the event that any allowed patent application(s) published for opposition, which is licensed or sublicensed to the Licensing Administrator pursuant to Section 7.4 of this Agreement as an MPEG-2 Essential Patent(s), does not issue as an MPEG-2 Essential Patent(s). 7.5.2 Licensee shall promptly identify to the Licensing Administrator each patent(s), except for MPEG-2 Patent Portfolio Patents of the Licensors, licensable or sublicensable by Licensee or its Affiliate(s), if any, which Licensee believes in good faith to be an MPEG-2 Essential Patent(s) within fourteen (14) Days of execution of this Agreement. 7.5.3 In the event that Licensee has granted an exclusive license to a third party under an MPEG-2 Essential Patent(s) prior to the date of execution of this Agreement, Licensee shall advise the Licensing Administrator of such an exclusive license and identify to the Licensing Administrator such third party.

Licensee Covenants. The Licensee shall: (a) promptly pay when due, the Licence Fee and any other amounts required to be paid by it under this Agreement; (b) not do, suffer, or permit anything in, on, or from the Licence Area that may be or become a nuisance or annoyance to other occupiers or users of the Lands, or to the owners, occupiers, or users of other land or premises adjacent to or near the Licence Area, or to the public, including the accumulation of rubbish or unused personal property of any kind; (c) keep and maintain the Licence Area, and all improvements constructed thereon, in a safe, tidy, and sanitary condition; (d) use the Licence Area only for the purpose set out in section 4 of this Agreement; (e) take all reasonable precautions to ensure the safety of all persons using the Licence Area; (f) provide the District with a copy of a valid Food Safe certificate as per the current Health Act Regulations; (g) provide the District with a valid business licence to do business in Summerland; (h) not commit or allow any wilful or voluntary waste or destruction of the Licence Area; (i) not permit the accumulation of rubbish of any kind on the Licence Area; (j) not display any sign or notice on or in the Licence Area unless the sign or notice has first been approved by the District; (k) not use or sell products that are perceived by the District to present a safety hazard or risk, or are otherwise not approved by the District for use or sale at the License Area, as may be communicated by notice from the District from time to time; (l) promptly discharge any builder’s lien which may be filed against the Licence Area relating to any improvements, work or construction which the Licensee undertakes or causes to be undertaken at or on the Licence Area under the Builders' Lien Act (British Columbia); (m) pay all costs and expenses of any kind whatsoever associated with and payable in respect of the Licence Area, except utilities, building maintenance and equipment repair, which are paid for by the District; (n) carry on and conduct its activities in, on, and from the Licence Area in compliance with any and all laws, statutes, enactments, bylaws, regulations, and orders from time to time in force, and to obtain all required approvals and permits thereunder, and not to do or omit to do anything in, on, or from the Licence Area in contravention thereof.

Licensee Covenants. The Licensee covenants and agrees as follows: (a) to conduct the Permitted Purposes in compliance with all applicable laws (including all Environmental Laws), ordinances, rules and regulations of Government Authorities now in force or hereafter in force; and (b) to pay one hundred percent (100%) of all utility costs and other costs directly attributable to the Premises and the Trade Fixtures.

Licensee Covenants. Licensee shall: (a) without prejudice to Section 7.1(e), in connection with the Services provided pursuant to Section 7.1, reimburse Licensor for all reasonable and actual out-of-pocket expenses (the “Expenses”), including the cost of air travel, accommodations and meals for employees of Licensor who in so providing such Services are required to travel outside Israel (not including salaries or other compensation paid to its employees, consultants, or related parties, except as Licensee may otherwise agree in writing), in each case upon submission of appropriate documentation evidencing such Expenses consistent with Licensee’s customary expense reimbursement policies; The obligations of Licensee or any of its Affiliates under this Section 7.2 and the obligations of Licensee’s Affiliates under any similar provisions of the Affiliate License Agreements shall not be duplicative of each other; and (b) use commercially reasonable efforts to obtain any necessary jurisdictional, governmental, regulatory approvals to the extent required by Applicable Law in connection with the Pharmaceutical Business in the Territory.

Licensee Covenants. In addition to any covenants made by LICENSEE elsewhere in this Agreement, LICENSEE hereby covenants to LICENSOR as follows: (a) neither LICENSEE nor any of its Affiliates or Related Parties will knowingly employ or use the services of any Person who is debarred or disqualified under United States law, including 21 U.S.C. §335a, or any foreign equivalent thereof, in connection with activities relating to any Licensed Product; and in the event that LICENSEE becomes aware of the debarment or disqualification or threatened debarment or disqualification of any Person providing services to LICENSEE or any of its Related Parties with respect to any activities relating to any Licensed Product, LICENSEE will immediately notify LICENSOR in writing and LICENSEE will cease, or cause its Related Party to cease (as applicable), employing, contracting with, or retaining any such Person to perform any services relating to any Licensed Product; (b) neither LICENSEE nor any of its Related Parties will, in connection with the exercise of its rights or performance of its obligations under this Agreement or otherwise, directly or indirectly through Third Parties, pay, promise or offer to pay, or authorize the payment of, any money or give any promise or offer to give, or authorize the giving of anything of value to a public official or entity or other Person for purpose of obtaining or retaining business for or with, or directing business to, any Person, including LICENSEE and its Related Parties, nor will LICENSEE or any of its Related Parties directly or indirectly promise, offer or provide any corrupt payment, gratuity, emolument, bribe, kickback, illicit gift or hospitality or other illegal or unethical benefit to a public official or entity or any other Person in connection with the exercise of LICENSEE’s rights or performance of LICENSEE’s obligations under this Agreement or otherwise; (c) neither LICENSEE nor any of its Related Parties (or any of their respective employees and contractors), in connection with the exercise of LICENSEE’s rights or performance of LICENSEE’s obligations under this Agreement or otherwise, shall be, or cause LICENSOR to be, in violation of the FCPA (including without limitation both anti- bribery provisions and books and records provisions), Export Control Laws or any other Applicable Laws; (d) LICENSEE shall immediately notify LICENSOR if it has any information or suspicion that there may be a violation by LICENSEE or any Related Party of t...

Licensee Covenants. (a) to pay the Fees on the Commencement Date and thereafter as required by this License; (b) to observe and perform all of its obligations set forth herein; (c) to install, operate, maintain, repair, remove and replace the Licensee Equipment in a safe and proper condition and in accordance with telecommunication industry standards; (d) to install the Licensee Equipment in accordance with the Working Drawings or Engineered Plans as approved or amended by the Licensor as required hereunder; (e) to reasonably limit space required by the Licensee Equipment and to cooperate with the Licensor and any other LEC to accommodate any other LEC in available space in the Building so as to minimize impact on the Building; (f) that any consent or approval of the Licensee pursuant to the terms of this License shall not be unreasonably withheld, conditioned or delayed; (g) to abide by all Applicable Laws; (h) to repair, at its sole expense, any damage to the Building, Pathways and Lands, where the damage is caused by the Licensee, its employees, agents, contractors and those for whom it is responsible in law; (i) not to block access to, or obstruct or hinder the use of the Building’s loading docks, halls, stairs, elevator, entranceways or sidewalks around the Building during construction or otherwise; and (j) that any installation construction, maintenance, repair, removal or replacement by the Licensee of the Licensee Equipment shall be performed in a neat, responsible, good and workmanlike manner. (k) restore any other portions of the Building (outside of the POP Space) damaged by the installation/removal of the Licensee Equipment (which for greater clarity, shall not include IBW) at the expiration or earlier termination of the Term, as set out in Section 24 of this License provided it is not in use for servicing any Customer of Licensee.

Licensee Covenants. 5.1 The Licensee must only use the Licence Area for the Permitted Use and must not at any time use the Licence Area in a manner which results in the Licence Area being a 'retail premises' as that term is defined in the Retail Leases Act 2003 (Vic). 5.2 The Licensee must at all times and at its own expense comply with all laws, by-laws, regulations and any other legal requirements concerning the Licensee’s use of the Licence Area. 5.3 The Licensee must not do or cause anything to be done on the Licence Area which damages the Licence Area, or which causes or may cause nuisance, damage, disturbance or danger to the Licensor or its Agents, or any occupiers or owners of any other property. 5.4 Except for fair wear and tear, the Licensee must at its own cost keep the Licence Area in the same condition as at the Commencement Date (excluding capital repairs). 5.5 Despite any other provision of this Licence, the Licensee is responsible for and must promptly carry out any repairs (including capital repairs) and maintenance required to the Licensed Area because of damage caused by the act, omission or default of the Licensee or the Licensee’s Agents. 5.6 The Licensee must promptly report to the Licensor any damage to or defect in the Licence Area and promptly give written notice to the Licensor of any hazards within the Licence Area or the service by any authority of a notice or order affecting the Licence Area. 5.7 The Licensee must not make any alterations, additions or improvements to the Licence Area without the approval of the Licensor. 5.8 The Licensee must ensure that any equipment installed on or within the Licence Area by or on behalf of the Licensee is maintained in good condition. 5.9 The Licensee occupies and uses the Licence Area at the Licensee's own risk.

Licensee Covenants. Licensee covenants and agrees: