LICENSEE’S COVENANTS. 11.01 Licensee agrees that neither Licensee nor Affiliates will use the licenses and rights granted by Sisvel under this Agreement in any way to circumvent the purpose of this Agreement, Sisvel’s wireless technology licensing program, or the licensing and enforcement of the Licensed Patents against unlicensed entities. Licensee will not attempt to treat products Manufactured and/or distributed by unlicensed entities and supplied to other unlicensed entities as licensed under this Agreement unless: (i) Licensee is actually Selling or purchasing such products, and (ii) prior to distribution of such products Licensee is a party of record to either a written supply agreement or a written purchase agreement for the products in question with at least one of the unlicensed entities that is Manufacturing or distributing the products in question. 11.02 As an assurance of fulfillment of its obligations under the terms of this Agreement, including, but not limited to, payment of amounts due under this Agreement by their due date, submission of royalty statements by their due date, compliance with the audit procedures according to Article 6, and renewal or replacement of the bank guarantee according to this Section 11.02, Licensee covenants that it will provide Sisvel with a continuing bank guarantee from a first class international bank according to the form shown and for the amount indicated in Exhibit 4 hereto on or before the date of Licensee’s signature of this Agreement. Sisvel will have: (a) the right to call up to the full amount of such bank guarantee each time Licensee should fail to fulfill its obligations under the terms of this Agreement, including, but not limited to, payment of amounts due under this Agreement by their due date, submission of royalty statements by their due date, compliance with the audit procedures according to Article 6 above, or renewal or replacement of the bank guarantee according to this Section 11.02; (b) the right to keep any amounts from the bank guarantee sufficient to compensate for any damages caused by Licensee’s failure to fulfill its obligations, including costs and attorney’s fees as they are incurred; (c) the right to keep up to the full amount of such bank guarantee until such time as the extent of such damage can be determined with certainty; and (d) the right to keep the full amount of the bank guarantee as liquidated damages if the extent of the damage described in (c) above cannot be determined with certainty within one (1) year from the date on which Sisvel calls the bank guarantee. It is understood that, should Licensee or any Affiliates (1) fail to submit the royalty statements pursuant to Section 5.02 by their due date, (2) refuse an audit request or obstruct an audit pursuant to Article 6, or (3) fail to renew or replace the bank guarantee according to this Section 11.02, Sisvel will have: (a) the right to call the full amount of such bank guarantee each time Licensee fails or refuses to do so; (b) the right to keep any amounts from the bank guarantee sufficient to compensate for any damages caused by Licensee’s failure or refusal, including costs and attorney’s fees as they are incurred; (c) the right to keep up to the full amount of such bank guarantee until such time as the extent of such damage can be determined with certainty; and (d) the right to keep the full amount of the bank guarantee as liquidated damages if the extent of the damage described in (c) above cannot be determined with certainty within one (1) year from the date on which Sisvel calls the bank guarantee. Any amount drawn from the bank guarantee will not be considered as a full or partial fulfillment of any obligations of Licensee under the terms of this Agreement, including the not fulfilled obligations for which the bank guarantee was called. Should the original bank guarantee or any subsequent bank guarantee provided by Licensee under this Section 11.02 expire prior to expiration of this Agreement, Licensee covenants that it will obtain and provide Sisvel with a renewed or replaced bank guarantee for the same period and in the same amount as the original bank guarantee at least three (3) months before the expiration of the existing bank guarantee. Should Licensee fail to obtain or provide a renewed or replaced bank guarantee at least three (3) months before the expiration of the existing bank guarantee, Sisvel may, at its discretion, expressly terminate this Agreement in accordance with the provisions of Article 10 and/or call the full amount of the existing bank guarantee and keep such full amount as a deposit for use as if it were the bank guarantee until Licensee provides a renewed or replaced bank guarantee. Licensee agrees that the bank guarantee will not be returned before its expiration even if Licensee and Affiliates no longer Manufacture, use, import, purchase, offer to Sell, Sell, or otherwise dispose of Licensed Products. Licensee further agrees that its obligation to obtain and provide Sisvel with a renewed or replacement bank guarantee will persist until the expiration or termination of this Agreement even if Licensee and Affiliates no longer Manufacture, use, import, purchase, offer to Sell, Sell, or otherwise dispose of Licensed Products.
Appears in 3 contracts
Samples: Patent License Agreement, Patent License Agreement, Patent License Agreement
LICENSEE’S COVENANTS. 11.01 The Licensee agrees hereby agrees, undertakes and covenants with the Licensor as follows:
(a) that neither within the Premises, including the Common Areas within the Building the Licensee nor Affiliates will use shall keep the licenses interior walls, floors, ceiling, doors, windows, electric fittings and rights granted installations and water connections in good order and condition (reasonable wear and tear and loss or damage by Sisvel under this Agreement in any way to circumvent fire, accident, irresistible force or act of God excepted);
(b) that upon the purpose expiration or sooner determination of this Agreement, Sisvel’s wireless technology licensing programthe Licensee shall remove from the Premises, or all such furniture and fittings belonging to the licensing and enforcement Licensee without in any way damaging the Premises;
(c) that upon the expiry of the Licensed Patents against unlicensed entities. Licensee will not attempt to treat products Manufactured and/or distributed by unlicensed entities and supplied to other unlicensed entities as licensed under this Agreement unless: (i) Licensee is actually Selling or purchasing such products, and (ii) prior to distribution of such products Licensee is a party of record to either a written supply agreement or a written purchase agreement for the products in question with at least one period of the unlicensed entities that is Manufacturing licence or distributing the products in question.
11.02 As an assurance of fulfillment of its obligations under the terms sooner determination of this Agreement, includingthe Licensee shall forthwith vacate the Premises and hand over vacant and peaceful possession of the Premises (duly debonded) to the Licensor;
(d) that the Licensee shall promptly notify the Licensor of any notice received by the Licensee in respect of the Premises;
(e) that subject to Clause 10.1 hereto, but the Licensee shall not limited tohave any right to transfer, payment assign, mortgage or part with possession of amounts the Premises or create any third party rights therein in any manner whatsoever;
(f) that the Licensee shall keep all articles, furniture, fixtures, vehicles or valuables in the Premises at its own risk in all respects and the Licensee shall not hold the Licensor responsible or liable for any damage to the same or any loss due under to theft etc. provided that such damage, loss or theft is not caused by the negligence of the Licensor, its employees or agents;
(g) that the Licensee shall permit the Licensor’s authorised representatives to inspect the Licensed Premises during the day upon providing reasonable prior notice in that behalf of at least 3 (three) working days to the Licensee;
(h) that the licensee agrees that it shall not undertake any activity which would be contrary to the terms and conditions of this Agreement by their due dateor which would otherwise adversely affect the Licensor’s right, submission of royalty statements by their due date, compliance with the audit procedures according to Article 6, and renewal title or replacement interest in respect of the bank guarantee according Premises;
(i) that the Licensee shall bear all running costs incurred in the operation of all back to this Section 11.02, Licensee covenants that it will provide Sisvel with a continuing bank guarantee from a first class international bank according back standby diesel generators installed by the Licensor pursuant to the form shown and for the amount indicated in Exhibit 4 hereto on or before the date of Licensee’s signature Clause 5 (e) of this Agreement. Sisvel will have: (a) the right to call up to the full amount of such bank guarantee each time Licensee should fail to fulfill its obligations under the terms of this Agreement, including, but not limited to, payment of amounts due under this Agreement by their due date, submission of royalty statements by their due date, compliance with the audit procedures according to Article 6 above, or renewal or replacement of the bank guarantee according to this Section 11.02; (b) the right to keep any amounts from the bank guarantee sufficient to compensate for any damages caused by Licensee’s failure to fulfill its obligations, including costs and attorney’s fees as they are incurred; (c) the right to keep up to the full amount of such bank guarantee until such time as the extent of such damage can be determined with certainty; and (d) the right to keep the full amount of the bank guarantee as liquidated damages if the extent of the damage described in (c) above cannot be determined with certainty within one (1) year from the date on which Sisvel calls the bank guarantee. It is understood that, should Licensee or any Affiliates (1) fail to submit the royalty statements pursuant to Section 5.02 by their due date, (2) refuse an audit request or obstruct an audit pursuant to Article 6, or (3) fail to renew or replace the bank guarantee according to this Section 11.02, Sisvel will have: (a) the right to call the full amount of such bank guarantee each time Licensee fails or refuses to do so; (b) the right to keep any amounts from the bank guarantee sufficient to compensate for any damages caused by Licensee’s failure or refusal, including costs and attorney’s fees as they are incurred; (c) the right to keep up to the full amount of such bank guarantee until such time as the extent of such damage can be determined with certainty; and (d) the right to keep the full amount of the bank guarantee as liquidated damages if the extent of the damage described in (c) above cannot be determined with certainty within one (1) year from the date on which Sisvel calls the bank guarantee. Any amount drawn from the bank guarantee will not be considered as a full or partial fulfillment of any obligations of Licensee under the terms of this Agreement, including the not fulfilled obligations for which the bank guarantee was called. Should the original bank guarantee or any subsequent bank guarantee provided by Licensee under this Section 11.02 expire prior to expiration of this Agreement, Licensee covenants that it will obtain and provide Sisvel with a renewed or replaced bank guarantee for the same period and in the same amount as the original bank guarantee at least three (3) months before the expiration of the existing bank guarantee. Should Licensee fail to obtain or provide a renewed or replaced bank guarantee at least three (3) months before the expiration of the existing bank guarantee, Sisvel may, at its discretion, expressly terminate this Agreement in accordance with the provisions of Article 10 and/or call the full amount of the existing bank guarantee and keep such full amount as a deposit for use as if it were the bank guarantee until Licensee provides a renewed or replaced bank guarantee. Licensee agrees that the bank guarantee will not be returned before its expiration even if Licensee and Affiliates no longer Manufacture, use, import, purchase, offer to Sell, Sell, or otherwise dispose of Licensed Products. Licensee further agrees that its obligation to obtain and provide Sisvel with a renewed or replacement bank guarantee will persist until the expiration or termination of this Agreement even if Licensee and Affiliates no longer Manufacture, use, import, purchase, offer to Sell, Sell, or otherwise dispose of Licensed Products.
Appears in 2 contracts
Samples: Leave and License Agreement (WNS (Holdings) LTD), Leave and License Agreement (WNS (Holdings) LTD)
LICENSEE’S COVENANTS. 11.01 The Licensee agrees hereby agrees, undertakes and covenants with the Licensor as follows:
(a) that neither within the Premises, including the Common Areas within the Building the Licensee nor Affiliates will use shall keep the licenses interior walls, floors, ceiling, doors, windows, electric fittings and rights granted installations and water connections in good order and condition (reasonable wear and tear and loss or damage by Sisvel under this Agreement in any way to circumvent fire, accident, irresistible force or act of God excepted);
(b) that upon the purpose expiration or sooner determination of this Agreement, Sisvel’s wireless technology licensing programthe Licensee shall remove from the Premises, or all such furniture and fittings belonging to the licensing and enforcement Licensee without in any way damaging the Premises;
(c) that upon the expiry of the Licensed Patents against unlicensed entities. Licensee will not attempt to treat products Manufactured and/or distributed by unlicensed entities and supplied to other unlicensed entities as licensed under this Agreement unless: (i) Licensee is actually Selling or purchasing such products, and (ii) prior to distribution of such products Licensee is a party of record to either a written supply agreement or a written purchase agreement for the products in question with at least one period of the unlicensed entities that is Manufacturing license or distributing the products in question.
11.02 As an assurance of fulfillment of its obligations under the terms sooner determination of this Agreement, includingthe Licensee shall forthwith vacate the Premises and hand over vacant and peaceful possession of the Premises (duly debonded) to the Licensor;
(d) that the Licensee shall promptly notify the Licensor of any notice received by the Licensee in respect of the Premises;
(e) that subject to Clause 10.1 hereto, but the Licensee shall not limited tohave any right to transfer, payment assign, mortgage or part with possession of amounts the Premises or create any third party rights therein in any manner whatsoever;
(f) that the Licensee shall keep all articles, furniture, fixtures, vehicles or valuables in the Premises at its own risk in all respects and the Licensee shall not hold the Licensor responsible or liable for any damage to the same or any loss due under to theft etc, provided that such damage, loss or theft is not caused by the negligence of the Licensor, its employees or agents;
(g) that the Licensee shall permit the Licensor’s authorized representatives to inspect the Licensed Premises during the day upon providing reasonable prior notice in that behalf of at least 3 (three) working days to the Licensee;
(h) that the Licensee agrees that it shall not undertake any activity which would be contrary to the terms and conditions of this Agreement by their due dateor which would otherwise adversely affect the Licensor’s right, submission of royalty statements by their due date, compliance with the audit procedures according to Article 6, and renewal title or replacement interest in respect of the bank guarantee according Premises;
(i) that the Licensee shall bear all running costs incurred in the operation of all back to this Section 11.02, Licensee covenants that it will provide Sisvel with a continuing bank guarantee from a first class international bank according back standby diesel generators installed by the Licensor pursuant to the form shown and for the amount indicated in Exhibit 4 hereto on or before the date of Licensee’s signature Clause 5(e) of this Agreement. Sisvel will have: (a) the right to call up to the full amount of such bank guarantee each time Licensee should fail to fulfill its obligations under the terms of this Agreement, including, but not limited to, payment of amounts due under this Agreement by their due date, submission of royalty statements by their due date, compliance with the audit procedures according to Article 6 above, or renewal or replacement of the bank guarantee according to this Section 11.02; (b) the right to keep any amounts from the bank guarantee sufficient to compensate for any damages caused by Licensee’s failure to fulfill its obligations, including costs and attorney’s fees as they are incurred; (c) the right to keep up to the full amount of such bank guarantee until such time as the extent of such damage can be determined with certainty; and (d) the right to keep the full amount of the bank guarantee as liquidated damages if the extent of the damage described in (c) above cannot be determined with certainty within one (1) year from the date on which Sisvel calls the bank guarantee. It is understood that, should Licensee or any Affiliates (1) fail to submit the royalty statements pursuant to Section 5.02 by their due date, (2) refuse an audit request or obstruct an audit pursuant to Article 6, or (3) fail to renew or replace the bank guarantee according to this Section 11.02, Sisvel will have: (a) the right to call the full amount of such bank guarantee each time Licensee fails or refuses to do so; (b) the right to keep any amounts from the bank guarantee sufficient to compensate for any damages caused by Licensee’s failure or refusal, including costs and attorney’s fees as they are incurred; (c) the right to keep up to the full amount of such bank guarantee until such time as the extent of such damage can be determined with certainty; and (d) the right to keep the full amount of the bank guarantee as liquidated damages if the extent of the damage described in (c) above cannot be determined with certainty within one (1) year from the date on which Sisvel calls the bank guarantee. Any amount drawn from the bank guarantee will not be considered as a full or partial fulfillment of any obligations of Licensee under the terms of this Agreement, including the not fulfilled obligations for which the bank guarantee was called. Should the original bank guarantee or any subsequent bank guarantee provided by Licensee under this Section 11.02 expire prior to expiration of this Agreement, Licensee covenants that it will obtain and provide Sisvel with a renewed or replaced bank guarantee for the same period and in the same amount as the original bank guarantee at least three (3) months before the expiration of the existing bank guarantee. Should Licensee fail to obtain or provide a renewed or replaced bank guarantee at least three (3) months before the expiration of the existing bank guarantee, Sisvel may, at its discretion, expressly terminate this Agreement in accordance with the provisions of Article 10 and/or call the full amount of the existing bank guarantee and keep such full amount as a deposit for use as if it were the bank guarantee until Licensee provides a renewed or replaced bank guarantee. Licensee agrees that the bank guarantee will not be returned before its expiration even if Licensee and Affiliates no longer Manufacture, use, import, purchase, offer to Sell, Sell, or otherwise dispose of Licensed Products. Licensee further agrees that its obligation to obtain and provide Sisvel with a renewed or replacement bank guarantee will persist until the expiration or termination of this Agreement even if Licensee and Affiliates no longer Manufacture, use, import, purchase, offer to Sell, Sell, or otherwise dispose of Licensed Products.
Appears in 2 contracts
Samples: Leave and Licence Agreement (WNS (Holdings) LTD), Leave and Licence Agreement (WNS (Holdings) LTD)
LICENSEE’S COVENANTS. 11.01 1. Licensee acknowledges that the Sheraton Marks have acquired a primary significance indicating that the Hotel is a part of the system of Sheraton hotels, owned, leased, operated or franchised by Licensor or its affiliated companies. Licensee will always acknowledge and recognize, both before and after the expiration of this Contract, the exclusive right of Licensor and its affiliated companies to use or to grant to any third party the right or license to use, whether separately as part of or in connection with other words, slogans, symbols or designs, the Sheraton Marks, which may now or in the future be generally used in connection with the operation of such hotels. Except to the extent authorized hereunder, while this Contract is in effect Licensee agrees that neither it will not use, imitate, or infringe upon any of the Sheraton Marks in whole or in part. All use hereunder by Licensee nor Affiliates will of the Sheraton Marks shall insure solely to the benefit of the Licensor.
2. Subject to the rights of Licensee (Owner) set forth in Article XX, of the Management Contract, upon the termination of this Contract for any reason whatever all rights and privileges granted to Licensee hereunder shall immediately terminate and Licensee and all persons claiming under Licensee shall immediately cease and desist from the use of the licenses Sheraton Marks and rights granted by Sisvel from the use of supplies, equipment and other items bearing any of such Sheraton Marks.
3. Licensee's covenants under this Agreement Article II are agreed to be unconditional and in no way dependent upon the performance by Licensor of any way of its agreements hereunder.
4. Licensor shall have right to circumvent seek injunctive or other relief in a court of competent jurisdiction to enforce the purpose foregoing provisions and Licensee shall bear all of this AgreementLicensor's costs in connection with such proceedings. Moreover, Sisvel’s wireless technology licensing program, or the licensing and enforcement of the Licensed Patents against unlicensed entities. Licensee will not attempt pay to treat products Manufactured and/or distributed by unlicensed entities and supplied to other unlicensed entities Licensor as licensed under this Agreement unless: (i) a penalty the sum of US$1,000 for each day that the Licensee is actually Selling or purchasing such products, and (ii) prior to distribution of such products Licensee is a party of record to either a written supply agreement or a written purchase agreement for the products shall be in question with at least one of the unlicensed entities that is Manufacturing or distributing the products in question.
11.02 As an assurance of fulfillment violation of its obligations under this Article II.
5. Licensee will enter into all contract, execute all documents and fully cooperate with Licensor in connection with all appropriate recordings in public offices (other than the terms initial registration of this Agreementthe Sheraton Marks, includingwhich is Licensor's responsibility) necessary for Licensor or preserve, but not limited to, payment of amounts due under this Agreement by their due date, submission of royalty statements by their due date, compliance with the audit procedures according to Article 6protect and appropriately record its proprietary rights herein described, and renewal or replacement cause this Contract to be and remain throughout the term hereof a valid and binding legal contract enforceable in he courts of the bank guarantee according to this Section 11.02, Licensee covenants that it will provide Sisvel with a continuing bank guarantee from a first class international bank according to the form shown and for the amount indicated in Exhibit 4 hereto on or before the date of Licensee’s signature of this AgreementCountry. Sisvel will have: (a) the right to call up to the full amount of such bank guarantee each time Licensee should fail to fulfill its obligations under the terms of this Agreement, including, but not limited to, payment of amounts due under this Agreement by their due date, submission of royalty statements by their due date, compliance with the audit procedures according to Article 6 above, or renewal or replacement of the bank guarantee according to this Section 11.02; (b) the right to keep any amounts from the bank guarantee sufficient to compensate for any damages caused by Licensee’s failure to fulfill its obligations, including costs and attorney’s fees as they are incurred; (c) the right to keep up to the full amount of such bank guarantee until such time as the extent of such damage can be determined with certainty; and (d) the right to keep the full amount of the bank guarantee as liquidated damages if the extent of the damage described in (c) above cannot be determined with certainty within one (1) year from the date on which Sisvel calls the bank guarantee. It is understood that, should Licensee or any Affiliates (1) fail to submit the royalty statements pursuant to Section 5.02 by their due date, (2) refuse an audit request or obstruct an audit pursuant to Article 6, or (3) fail to renew or replace the bank guarantee according to this Section 11.02, Sisvel will have: (a) the right to call the full amount of such bank guarantee each time Licensee fails or refuses to do so; (b) the right to keep any amounts from the bank guarantee sufficient to compensate for any damages caused by Licensee’s failure or refusal, including costs and attorney’s fees as they are incurred; (c) the right to keep up to the full amount of such bank guarantee until such time as the extent of such damage can be determined with certainty; and (d) the right to keep the full amount of the bank guarantee as liquidated damages if the extent of the damage described in (c) above cannot be determined with certainty within one (1) year from the date on which Sisvel calls the bank guarantee. Any amount drawn from the bank guarantee will not be considered as a full or partial fulfillment of any obligations of Licensee under the terms of this Agreement, including the not fulfilled obligations for which the bank guarantee was called. Should the original bank guarantee or any subsequent bank guarantee provided by Licensee under this Section 11.02 expire prior to expiration of this Agreement, Licensee covenants that it will obtain and provide Sisvel with a renewed or replaced bank guarantee for the same period and in the same amount as the original bank guarantee at least three (3) months before the expiration of the existing bank guarantee. Should Licensee fail to obtain or provide a renewed or replaced bank guarantee at least three (3) months before the expiration of the existing bank guarantee, Sisvel may, at its discretion, expressly terminate this Agreement in accordance with the provisions of Article 10 and/or call the full amount of the existing bank guarantee and keep such full amount as a deposit for use as if it were the bank guarantee until Licensee provides a renewed or replaced bank guarantee. Licensee agrees that the bank guarantee will not be returned before its expiration even if Licensee and Affiliates no longer Manufacture, use, import, purchase, offer to Sell, Sell, or otherwise dispose of Licensed Products. Licensee further agrees that its obligation to obtain and provide Sisvel with a renewed or replacement bank guarantee will persist until Upon the expiration or termination of this Agreement even if Contract, Licensee, at Licensor's request and at its own expense, will withdraw or cooperate with Licensor in connection with the withdrawal of any such recordings. Moreover, Licensee hereby appoints Licensor as its attorney with the power to do any or all of the foregoing in the name and Affiliates no longer Manufactureon behalf of Licensee. Licensor, usethrough its agent and attorneys, importwill arrange for the preparation of all the foregoing contracts and documents, purchasethe doing of all the foregoing acts, offer to Sell, Sell, or otherwise dispose the effecting of Licensed Productsall the foregoing recordings for the foregoing approvals. Licensee will bear all costs incurred by Licensor in connection with the said activities.
Appears in 2 contracts
Samples: Management Contract (Huayang International Holdings Inc), Management Contract (Huayang International Holdings Inc)
LICENSEE’S COVENANTS. 11.01 The Licensee agrees hereby agrees, undertakes and covenants with the Licensor as follows:
(a) that neither within the Premises, including the Common Areas within the Building the Licensee nor Affiliates will use shall keep the licenses interior walls, floors, ceiling, doors, windows, electric fittings and rights granted installations and water connections in good order and condition (reasonable wear and tear and loss or damage by Sisvel under this Agreement in any way to circumvent fire, accident, irresistible force or act of God excepted);
(b) that upon the purpose expiration or sooner determination of this Agreement, Sisvel’s wireless technology licensing programthe Licensee shall remove from the Premises, or all such furniture and fittings belonging to the licensing and enforcement Licensee without in any way damaging the Premises;
(c) that upon the expiry of the Licensed Patents against unlicensed entities. Licensee will not attempt to treat products Manufactured and/or distributed by unlicensed entities and supplied to other unlicensed entities as licensed under this Agreement unless: (i) Licensee is actually Selling or purchasing such products, and (ii) prior to distribution of such products Licensee is a party of record to either a written supply agreement or a written purchase agreement for the products in question with at least one period of the unlicensed entities that is Manufacturing licence or distributing the products in question.
11.02 As an assurance of fulfillment of its obligations under the terms sooner determination of this Agreement, includingthe Licensee shall forthwith vacate the Premises and hand over vacant and peaceful possession of the Premises (duly debonded) to the Licensor;
(d) that the Licensee shall promptly notify the Licensor of any notice received by the Licensee in respect of the Premises;
(e) that subject to Clause 10.1 hereto, but the Licensee shall not limited tohave any right to transfer, payment assign, mortgage or part with possession of amounts the Premises or create any third party rights therein in any manner whatsoever;
(f) that the Licensee shall keep all articles, furniture, fixtures, vehicles or valuables in the Premises at its own risk in all respects and the Licensee shall not hold the Licensor responsible or liable for any damage to the same or any loss due under to theft etc. provided that such damage, loss or theft is not caused by the negligence of the Licensor, its employees or agents;
(g) that the Licensee shall permit the Licensor’s authorised representatives to inspect the Licensed Premises during the day upon providing reasonable prior notice in that behalf of at least 3 (three) working days to the Licensee;
(h) that the Licensee agrees that it shall not undertake any activity which would be contrary to the terms and conditions of this Agreement by their due dateor which would otherwise adversely affect the Licensor’s right, submission of royalty statements by their due date, compliance with the audit procedures according to Article 6, and renewal title or replacement interest in respect of the bank guarantee according Premises;
(i) that the License shall bear all running costs incurred in the operation of all back to this Section 11.02, Licensee covenants that it will provide Sisvel with a continuing bank guarantee from a first class international bank according back standby diesel generators installed by the Licensor pursuant to the form shown and for the amount indicated in Exhibit 4 hereto on or before the date of Licensee’s signature Clause 5 (c) of this Agreement. Sisvel will have: (a) the right to call up to the full amount of such bank guarantee each time Licensee should fail to fulfill its obligations under the terms of this Agreement, including, but not limited to, payment of amounts due under this Agreement by their due date, submission of royalty statements by their due date, compliance with the audit procedures according to Article 6 above, or renewal or replacement of the bank guarantee according to this Section 11.02; (b) the right to keep any amounts from the bank guarantee sufficient to compensate for any damages caused by Licensee’s failure to fulfill its obligations, including costs and attorney’s fees as they are incurred; (c) the right to keep up to the full amount of such bank guarantee until such time as the extent of such damage can be determined with certainty; and (d) the right to keep the full amount of the bank guarantee as liquidated damages if the extent of the damage described in (c) above cannot be determined with certainty within one (1) year from the date on which Sisvel calls the bank guarantee. It is understood that, should Licensee or any Affiliates (1) fail to submit the royalty statements pursuant to Section 5.02 by their due date, (2) refuse an audit request or obstruct an audit pursuant to Article 6, or (3) fail to renew or replace the bank guarantee according to this Section 11.02, Sisvel will have: (a) the right to call the full amount of such bank guarantee each time Licensee fails or refuses to do so; (b) the right to keep any amounts from the bank guarantee sufficient to compensate for any damages caused by Licensee’s failure or refusal, including costs and attorney’s fees as they are incurred; (c) the right to keep up to the full amount of such bank guarantee until such time as the extent of such damage can be determined with certainty; and (d) the right to keep the full amount of the bank guarantee as liquidated damages if the extent of the damage described in (c) above cannot be determined with certainty within one (1) year from the date on which Sisvel calls the bank guarantee. Any amount drawn from the bank guarantee will not be considered as a full or partial fulfillment of any obligations of Licensee under the terms of this Agreement, including the not fulfilled obligations for which the bank guarantee was called. Should the original bank guarantee or any subsequent bank guarantee provided by Licensee under this Section 11.02 expire prior to expiration of this Agreement, Licensee covenants that it will obtain and provide Sisvel with a renewed or replaced bank guarantee for the same period and in the same amount as the original bank guarantee at least three (3) months before the expiration of the existing bank guarantee. Should Licensee fail to obtain or provide a renewed or replaced bank guarantee at least three (3) months before the expiration of the existing bank guarantee, Sisvel may, at its discretion, expressly terminate this Agreement in accordance with the provisions of Article 10 and/or call the full amount of the existing bank guarantee and keep such full amount as a deposit for use as if it were the bank guarantee until Licensee provides a renewed or replaced bank guarantee. Licensee agrees that the bank guarantee will not be returned before its expiration even if Licensee and Affiliates no longer Manufacture, use, import, purchase, offer to Sell, Sell, or otherwise dispose of Licensed Products. Licensee further agrees that its obligation to obtain and provide Sisvel with a renewed or replacement bank guarantee will persist until the expiration or termination of this Agreement even if Licensee and Affiliates no longer Manufacture, use, import, purchase, offer to Sell, Sell, or otherwise dispose of Licensed Products.
Appears in 2 contracts
Samples: Leave and Licence Agreement (WNS (Holdings) LTD), Leave and Licence Agreement (WNS (Holdings) LTD)
LICENSEE’S COVENANTS. 11.01 The Licensee agrees hereby agrees, undertakes and covenants with the Licensor as follows:
(a) that neither within the Premises, including the Common Areas within the Building the Licensee nor Affiliates will use shall keep the licenses interior walls, floors, ceiling, doors, windows, electric fittings and rights granted installations and water connections in good order and condition (reasonable wear and tear and loss or damage by Sisvel under this Agreement in any way to circumvent fire, accident, irresistible force or act of God excepted);
(b) that upon the purpose expiration or sooner determination of this Agreement, Sisvel’s wireless technology licensing programthe Licensee shall remove from the Premises, or all such furniture and fittings belonging to the licensing and enforcement Licensee without in any way damaging the Premises;
(c) that upon the expiry of the Licensed Patents against unlicensed entities. Licensee will not attempt to treat products Manufactured and/or distributed by unlicensed entities and supplied to other unlicensed entities as licensed under this Agreement unless: (i) Licensee is actually Selling or purchasing such products, and (ii) prior to distribution of such products Licensee is a party of record to either a written supply agreement or a written purchase agreement for the products in question with at least one period of the unlicensed entities that is Manufacturing licence or distributing the products in question.
11.02 As an assurance of fulfillment of its obligations under the terms sooner determination of this Agreement, includingthe Licensee shall forthwith vacate the Premises and hand over vacant and peaceful possession of the Premises (duly debonded) to the Licensor;
(d) that the Licensee shall promptly notify the Licensor of any notice received by the Licensee in respect of the Premises;
(e) that subject to Clause 10.1 hereto, but the Licensee shall not limited tohave any right to transfer, payment assign, mortgage or part with possession of amounts the Premises or create any third party rights therein in any manner whatsoever;
(f) that the Licensee shall keep all articles, furniture, fixtures, vehicles or valuables in the Premises at its own risk in all respects and the Licensee shall not hold the Licensor responsible or liable for any damage to the same or any loss due under to theft etc. provided that such damage, loss or theft is not caused by the negligence of the Licensor, its employees or agents;
(g) that the Licensee shall permit the Licensor’s authorised representatives to inspect the Licensed Premises during the day upon providing reasonable prior notice in that behalf of at least 3 (three) working days to the Licensee.
(h) that the Licensee agrees that it shall not undertake any activity which would be contrary to the terms and conditions of this Agreement by their due dateor which would otherwise adversely affect the Licensor’s right, submission of royalty statements by their due date, compliance with the audit procedures according to Article 6, and renewal title or replacement interest in respect of the bank guarantee according Premises;
(i) that the Licensee shall bear all running costs incurred in the operation of all back to this Section 11.02, Licensee covenants that it will provide Sisvel with a continuing bank guarantee from a first class international bank according back standby diesel generators installed by the Licensor pursuant to the form shown and for the amount indicated in Exhibit 4 hereto on or before the date of Licensee’s signature Clause 5 (c) of this Agreement. Sisvel will have: (a) the right to call up to the full amount of such bank guarantee each time Licensee should fail to fulfill its obligations under the terms of this Agreement, including, but not limited to, payment of amounts due under this Agreement by their due date, submission of royalty statements by their due date, compliance with the audit procedures according to Article 6 above, or renewal or replacement of the bank guarantee according to this Section 11.02; (b) the right to keep any amounts from the bank guarantee sufficient to compensate for any damages caused by Licensee’s failure to fulfill its obligations, including costs and attorney’s fees as they are incurred; (c) the right to keep up to the full amount of such bank guarantee until such time as the extent of such damage can be determined with certainty; and (d) the right to keep the full amount of the bank guarantee as liquidated damages if the extent of the damage described in (c) above cannot be determined with certainty within one (1) year from the date on which Sisvel calls the bank guarantee. It is understood that, should Licensee or any Affiliates (1) fail to submit the royalty statements pursuant to Section 5.02 by their due date, (2) refuse an audit request or obstruct an audit pursuant to Article 6, or (3) fail to renew or replace the bank guarantee according to this Section 11.02, Sisvel will have: (a) the right to call the full amount of such bank guarantee each time Licensee fails or refuses to do so; (b) the right to keep any amounts from the bank guarantee sufficient to compensate for any damages caused by Licensee’s failure or refusal, including costs and attorney’s fees as they are incurred; (c) the right to keep up to the full amount of such bank guarantee until such time as the extent of such damage can be determined with certainty; and (d) the right to keep the full amount of the bank guarantee as liquidated damages if the extent of the damage described in (c) above cannot be determined with certainty within one (1) year from the date on which Sisvel calls the bank guarantee. Any amount drawn from the bank guarantee will not be considered as a full or partial fulfillment of any obligations of Licensee under the terms of this Agreement, including the not fulfilled obligations for which the bank guarantee was called. Should the original bank guarantee or any subsequent bank guarantee provided by Licensee under this Section 11.02 expire prior to expiration of this Agreement, Licensee covenants that it will obtain and provide Sisvel with a renewed or replaced bank guarantee for the same period and in the same amount as the original bank guarantee at least three (3) months before the expiration of the existing bank guarantee. Should Licensee fail to obtain or provide a renewed or replaced bank guarantee at least three (3) months before the expiration of the existing bank guarantee, Sisvel may, at its discretion, expressly terminate this Agreement in accordance with the provisions of Article 10 and/or call the full amount of the existing bank guarantee and keep such full amount as a deposit for use as if it were the bank guarantee until Licensee provides a renewed or replaced bank guarantee. Licensee agrees that the bank guarantee will not be returned before its expiration even if Licensee and Affiliates no longer Manufacture, use, import, purchase, offer to Sell, Sell, or otherwise dispose of Licensed Products. Licensee further agrees that its obligation to obtain and provide Sisvel with a renewed or replacement bank guarantee will persist until the expiration or termination of this Agreement even if Licensee and Affiliates no longer Manufacture, use, import, purchase, offer to Sell, Sell, or otherwise dispose of Licensed Products.
Appears in 2 contracts
Samples: Leave and Licence Agreement (WNS (Holdings) LTD), Leave and Licence Agreement (WNS (Holdings) LTD)
LICENSEE’S COVENANTS. 11.01 Licensee agrees that neither Licensee nor Licensee Affiliates will use the licenses and rights granted by Sisvel under this Agreement in any way to circumvent the purpose of this Agreement, Sisvel’s wireless technology the LTE licensing program, or the licensing and enforcement of the Licensed Patents LTE Essential Patent Claims against unlicensed entities. Licensee will not attempt to treat products Manufactured and/or distributed by unlicensed entities and supplied addressed to other unlicensed entities as licensed under this Agreement unless: (i) unless Licensee is actually Selling or purchasing such products, products and (ii) prior to distribution of such products Licensee is a party of record to either a written supply agreement or a written purchase agreement for the products in question with at least one of the unlicensed entities that is Manufacturing or distributing the products in question.
11.02 As an assurance of fulfillment of its obligations under the terms of this Agreement, including, but not limited to, payment of amounts due under this Agreement by their due date, submission of royalty statements by their due date, compliance with the audit procedures according to Article 6, and renewal or replacement of the bank guarantee according to this Section 11.02, Licensee covenants that it will provide Sisvel with a continuing bank guarantee from a first class international bank according to the form shown and for the amount indicated in Exhibit 4 7 hereto on or before the date of Licensee’s signature of this Agreement. Sisvel will have: (a) the right to call up to the full amount of such bank guarantee each time Licensee should fail to fulfill its obligations under the terms of this Agreement, including, but not limited to, payment of amounts due under this Agreement by their due date, submission of royalty statements by their due date, compliance with the audit procedures according to Article 6 above, or renewal or replacement of the bank guarantee according to this Section 11.02; (b) the right to keep any amounts from the bank guarantee sufficient to compensate for any damages caused by Licensee’s failure to fulfill its obligations, including costs and attorney’s attorneys’ fees as they are incurred; (c) the right to keep up to the full amount of such bank guarantee until such time as the extent of such damage can be determined with certainty; and (d) the right to keep the full amount of the bank guarantee as liquidated damages if the extent of the damage described in (c) above cannot be determined with certainty within one (1) year from the date on which Sisvel calls the bank guarantee. It is understood that, should Licensee or any Affiliates licensed Licensee Affiliates: (1x) fail to submit the royalty statements pursuant to Section 5.02 by their due date, (2y) refuse an audit request or obstruct an audit pursuant to Article 6, or (3z) fail to renew or replace the bank guarantee according to this Section 11.02, Sisvel will have: (a) the right to call the full amount of such bank guarantee each time Licensee fails or refuses to do so; (b) the right to keep any amounts from the bank guarantee sufficient to compensate for any damages caused by Licensee’s failure or refusal, including costs and attorney’s attorneys’ fees as they are incurred; (c) the right to keep up to the full amount of such bank guarantee until such time as the extent of such damage can be determined with certainty; and (d) the right to keep the full amount of the bank guarantee as liquidated damages if the extent of the damage described in (c) above cannot be determined with certainty within one (1) year from the date on which Sisvel calls the bank guarantee. Any amount drawn from the bank guarantee will not be considered as a full or partial fulfillment of any obligations of Licensee under the terms of this Agreement, including the not fulfilled obligations for which the bank guarantee was called. Should the original bank guarantee or any subsequent bank guarantee provided by Licensee under this Section 11.02 expire prior to expiration of this Agreement, Licensee covenants that it will obtain and provide Sisvel with a renewed or replaced bank guarantee for the same period and in the same amount as the original bank guarantee at least three (3) months before the expiration of the existing bank guarantee. Should Licensee fail to obtain or provide a renewed or replaced bank guarantee at least three (3) months before the expiration of the existing bank guarantee, Sisvel may, at its discretion, expressly terminate this Agreement in accordance with the provisions of Article 10 and/or call the full amount of the existing bank guarantee and keep such full amount as a deposit for use as if it were the bank guarantee until Licensee provides a renewed or replaced bank guarantee. Licensee agrees that the bank guarantee will not be returned before its expiration even if Licensee and licensed Licensee Affiliates no longer Manufacture, use, import, purchase, offer to Sell, Sell, or otherwise dispose of Licensed Products. Licensee further agrees that its obligation to obtain and provide Sisvel with a renewed or replacement bank guarantee will persist until the expiration or termination of this Agreement even if Licensee and licensed Licensee Affiliates no longer Manufacture, use, import, purchase, offer to Sell, Sell, or otherwise dispose of Licensed Products.
Appears in 2 contracts
Samples: Portfolio License Agreement, Portfolio License Agreement
LICENSEE’S COVENANTS. 11.01 Licensee agrees that neither Licensee nor Affiliates will use the licenses and rights granted by Sisvel under this Agreement in any way to circumvent the purpose of this Agreement, Sisvel’s wireless technology licensing program, or the licensing and enforcement of the Licensed Patents against unlicensed entities. Licensee will not attempt to treat products Manufactured and/or distributed by unlicensed entities and supplied to other unlicensed entities as licensed under this Agreement unless: (i) Licensee is actually Selling or purchasing such products, and (ii) prior to distribution of such products Licensee is a party of record to either a written supply agreement or a written purchase agreement for the products in question with at least one of the unlicensed entities that is Manufacturing or distributing the products in question.
11.02 As an assurance of fulfillment of its obligations under the terms of this Agreement, including, but not limited to, payment of amounts due under this Agreement by their due date, submission of royalty statements by their due date, compliance with the audit procedures according to Article 6, and renewal or replacement of the bank guarantee according to this Section 11.02, Licensee covenants that it will provide Sisvel with a continuing bank guarantee from a first class international bank according to the form shown and for the amount indicated in Exhibit 4 hereto on or before the date of Licensee’s signature of this Agreement. Sisvel will have: (a) the right to call up to the full amount of such bank guarantee each time Licensee should fail to fulfill its obligations under the terms of this Agreement, including, but not limited to, payment of amounts due under this Agreement by their due date, submission of royalty statements by their due date, compliance with the audit procedures according to Article 6 above, or renewal or replacement of the bank guarantee according to this Section 11.02; (b) the right to keep any amounts from the bank guarantee sufficient to compensate for any damages caused by Licensee’s failure to fulfill its obligations, including costs and attorney’s fees as they are incurred; (c) the right to keep up to the full amount of such bank guarantee until such time as the extent of such damage can be determined with certainty; and (d) the right to keep the full amount of the bank guarantee as liquidated damages if the extent of the damage described in (c) above cannot be determined with certainty within one (1) year from the date on which Sisvel Xxxxxx calls the bank guarantee. It is understood that, should Licensee or any Affiliates (1) fail to submit the royalty statements pursuant to Section 5.02 by their due date, (2) refuse an audit request or obstruct an audit pursuant to Article 6, or (3) fail to renew or replace the bank guarantee according to this Section 11.02, Sisvel will have: (a) the right to call the full amount of such bank guarantee each time Licensee fails or refuses to do so; (b) the right to keep any amounts from the bank guarantee sufficient to compensate for any damages caused by Licensee’s failure or refusal, including costs and attorney’s fees as they are incurred; (c) the right to keep up to the full amount of such bank guarantee until such time as the extent of such damage can be determined with certainty; and (d) the right to keep the full amount of the bank guarantee as liquidated damages if the extent of the damage described in (c) above cannot be determined with certainty within one (1) year from the date on which Sisvel calls the bank guarantee. Any amount drawn from the bank guarantee will not be considered as a full or partial fulfillment of any obligations of Licensee under the terms of this Agreement, including the not fulfilled obligations for which the bank guarantee was called. Should the original bank guarantee or any subsequent bank guarantee provided by Licensee under this Section 11.02 expire prior to expiration of this Agreement, Licensee covenants that it will obtain and provide Sisvel with a renewed or replaced bank guarantee for the same period and in the same amount as the original bank guarantee at least three (3) months before the expiration of the existing bank guarantee. Should Licensee fail to obtain or provide a renewed or replaced bank guarantee at least three (3) months before the expiration of the existing bank guarantee, Sisvel may, at its discretion, expressly terminate this Agreement in accordance with the provisions of Article 10 and/or call the full amount of the existing bank guarantee and keep such full amount as a deposit for use as if it were the bank guarantee until Licensee provides a renewed or replaced bank guarantee. Licensee agrees that the bank guarantee will not be returned before its expiration even if Licensee and Affiliates no longer Manufacture, use, import, purchase, offer to Sell, Sell, or otherwise dispose of Licensed Products. Licensee further agrees that its obligation to obtain and provide Sisvel with a renewed or replacement bank guarantee will persist until the expiration or termination of this Agreement even if Licensee and Affiliates no longer Manufacture, use, import, purchase, offer to Sell, Sell, or otherwise dispose of Licensed Products.
Appears in 1 contract
Samples: Patent License Agreement
LICENSEE’S COVENANTS. 11.01 7.1 The Licensed Premises shall be utilized by the Licensee agrees that neither solely and exclusively for carrying on the business as aforesaid and for no other purpose whatsoever.
7.2 The Licensee nor Affiliates will shall carry on business only in their products/services/software/ trade name as specified in clause 2 hereinabove and shall not carry on any other business or activity from the Licensed Premises throughout the License period.
7.3 The Licensee shall use the licenses and rights granted by Sisvel under this Agreement in any way to circumvent Licensed Premises for the purpose of carrying on the aforesaid business on all days on 24 X 7 days basis subject to the provisions of Shops and Establishment Act and Rules thereof or any other enactment / rules prevailing from time to time.
7.4 The Licensee shall pay to the Licensor the license fee as stipulated in clause 5.1 above promptly and on the respective due dates thereof and if the Licensee without any reasonable cause fails and neglects to pay the said Licensed fee on its due dates for a period of three consequent months in spite of a 30 days notice from the Licensor in that event the Licensor shall be entitled to deduct the outstanding License fee from the interest free security deposit of the Licensee lying with the Licensor and terminate this AgreementAgreement by giving one month’s further notice to the Licensee.
7.5 The Licensee shall not do or suffer to be done anything in the Licensed Premises, Sisvel’s wireless technology licensing program, which is or is likely to be a nuisance or annoyance to the licensing and enforcement other occupants of the neighboring premises or to prejudice the right of the Licensor as the owner of the Licensed Patents against unlicensed entitiesPremises in any manner whatsoever. The Licensee will shall not attempt do or cause or allow or permit to treat products Manufactured and/or distributed by unlicensed entities and supplied to other unlicensed entities as licensed under this Agreement unless: (i) Licensee is actually Selling be done in or purchasing such products, and (ii) prior to distribution around the Licensed Premises anything of such products Licensee is a party of record to either a written supply agreement an illegal or a written purchase agreement for the products in question with at least one of the unlicensed entities that is Manufacturing or distributing the products in questionimmoral nature.
11.02 As an assurance 7.6 The Licensee shall not store or allow being stored and/or displaying or selling in the Licensed Premises any goods, articles or things of fulfillment of its obligations under a hazardous inflammable explosive corrosive toxic or combustible nature and / or any contraband goods.
7.7 The Licensee shall not do or suffer to be done anything whereby the terms of this AgreementLicensor’s right to hold the Licensed Premises is voided, including, but not limited to, payment of amounts due under this Agreement by their due date, submission of royalty statements by their due date, compliance with forfeited or extinguished.
7.8 The Licensee shall pay the audit procedures according to Article 6, and renewal or replacement of the bank guarantee according to this Section 11.02, Licensee covenants that it will provide Sisvel with a continuing bank guarantee from a first class international bank according said License fee in advance to the form shown and for the amount indicated in Exhibit 4 hereto Licensor on or before the date 10th day of each calendar month. It is hereby agreed by the Licensee that in the event of Licensor’s arranging with any bank or financial institution for discounting the amount of License Fee receivable by it under this Agreement, the Licensee, upon receipt of written instruction from the Licensor to that effect, shall pay the amount of License Fee payable under this agreement to the Bank or Financial institution as the case may be as directed by the Licensor and the Licensor hereby confirms and agrees that such payment shall constitute a proper, valid and effective discharge of the Licensee’s signature obligations for payment of the License Fee to the extent of amount paid under this Agreement.
7.9 The Licensee shall not transfer, assign or induct any third party or creates any third party interest in the Licensed Premises or any part or portion thereof. However, concurrent usage of the Licensed Premises by any group company shall not be treated as inducting a third party or creation of any third party interest.
7.10 The Licensee shall not make any structural alteration to the Licensed Premises and shall not make any construction or erection of a permanent nature in the Licensed Premises without prior permission from the Licensor, which permission shall not be unreasonably withheld.
7.11 The Licensee shall not do or suffer to be done in or around or upon the Licensed Premises any act or omission, whereby any policy of insurance taken by the Licensor in respect of the Licensed Premises may become void or voidable or whereby the premium payable in respect thereof may be increased.
7.12 The Licensee shall during the License period, observe, perform, conform and comply strictly with the provisions hereof, the rules, regulations, enactments and bye-laws of the Municipal Corporation of Pune.
7.13 The Licensee shall remove itself and its permitted belongings as mentioned elsewhere in this Agreement, employees, staff, and agent and all other person from the Licensed Premises upon expiry or sooner determination of this Agreement. Sisvel will haveAgreement on the Licensor simultaneously and forthwith refunding the interest free security deposit to the Licensee.
7.14 In addition to the payment of the License Fee, the Licensee shall also be liable during the License period pay to the concerned authorities directly or reimburse the amount for the following charges based on actuals and on the proof of actual payment having been provided by the Licensor, the following: -
(a) Telephone charges and rental in respect of separate telephone lines, leased lines and any other telecom infrastructure either taken directly by the right to call up to Licensee in its own name or provided by Licensor in the full amount of such bank guarantee each time Licensee should fail to fulfill its obligations under the terms of this Agreement, including, but not limited to, payment of amounts due under this Agreement by their due date, submission of royalty statements by their due date, compliance with the audit procedures according to Article 6 above, or renewal or replacement of the bank guarantee according to this Section 11.02; Licensed Premises;
(b) Electricity charges for the right to keep any amounts from electricity consumed by the bank guarantee sufficient to compensate Licensee in the Licensed Premises in accordance with the electricity bills received for any damages caused by Licensee’s failure to fulfill its obligations, including costs and attorney’s fees as they are incurred; (c) the right to keep up to the full amount of such bank guarantee until such time as the extent of such damage can be determined with certainty; and (d) the right to keep the full amount of the bank guarantee as liquidated damages if the extent of the damage described in (c) above cannot be determined with certainty within one (1) year from the date on which Sisvel calls the bank guarantee. It is understood that, should Licensee or any Affiliates (1) fail to submit the royalty statements pursuant to Section 5.02 by their due date, (2) refuse an audit request or obstruct an audit pursuant to Article 6, or (3) fail to renew or replace the bank guarantee according to this Section 11.02, Sisvel will have: (a) the right to call the full amount of such bank guarantee each time Licensee fails or refuses to do so; (b) the right to keep any amounts from the bank guarantee sufficient to compensate for any damages caused by Licensee’s failure or refusal, including costs and attorney’s fees as they are incurred; (c) the right to keep up to the full amount of such bank guarantee until such time as the extent of such damage can be determined with certainty; and (d) the right to keep the full amount of the bank guarantee as liquidated damages if the extent of the damage described in (c) above cannot be determined with certainty within one (1) year from the date on which Sisvel calls the bank guarantee. Any amount drawn from the bank guarantee will not be considered as a full or partial fulfillment of any obligations of Licensee under the terms of this Agreement, including the not fulfilled obligations for which the bank guarantee was called. Should the original bank guarantee or any subsequent bank guarantee separate electricity meter provided by the respective electricity authorities in the Licensed Premises.
7.15 The Licensee under this Section 11.02 expire prior to expiration of this Agreement, Licensee hereby covenants with the Licensor that it will obtain all necessary approvals/licenses and provide Sisvel sanctions from the concerned authorities for carrying on its business and comply with a renewed or replaced bank guarantee for all the same period conditions of such licenses/approvals/ sanctions and in the same amount as the original bank guarantee at least three (3) months before the expiration of the existing bank guarantee. Should Licensee fail to obtain or provide a renewed or replaced bank guarantee at least three (3) months before the expiration of the existing bank guarantee, Sisvel may, take appropriate insurance policy and third party insurance at its discretionown cost for furniture, expressly terminate this Agreement fixtures, goods and articles belonging to the Licensee and lying in accordance / brought in to the Licensed Premises. The claim shall lie with the provisions of Article 10 and/or call the full amount of the existing bank guarantee and keep such full amount as a deposit for use as if it were the bank guarantee until Licensee provides a renewed or replaced bank guarantee. Licensee agrees that the bank guarantee will not be returned before its expiration even if Licensee and Affiliates no longer Manufacture, use, import, purchase, offer to Sell, Sell, or otherwise dispose of Licensed Products. Licensee further agrees that its obligation to obtain and provide Sisvel with a renewed or replacement bank guarantee will persist until till the expiration or termination of this Agreement. In the event the fitments and interiors provided by the Licensor are damaged due to any cause attributed to the Licensee (normal wear and tear and expiry of useful life due to passage of time are excepted) during the Licensee period, the Licensee shall redo the interiors and fitments in the licensed premises.
7.16 The Licensee shall keep and maintain and use the Licensee premises in good order and condition except for reasonable wear and tear during the term of this Agreement.
7.17 The Licensee shall permit the Licensor, its agents, employees and/or authorized representative to enter upon the Licensed Premises for inspection and to carry out repair at reasonable time as and when necessary on giving two working days advance notice in writing. Any such inspection or repair shall not disturb the normal working of the Licensee in the Licensed Premises.
7.18 Licensor has leased space to various ATMs on the ground floor of the building, licensee agrees to provide an access for installation or maintenance of the Dish Antennas/ Communication Equipments on terrace of the building with advance notice to Licensee from the respective representatives.
7.19 The Licensee agree and confirm that the rights granted to the Licensee under this Agreement even if is limited and restricted to use of the Licensed Premises.
7.20 The Licensee shall be liable for maintenance of the Licensed Premises as per its own choice and at its own cost.
7.21 AMCs of the equipments;
i. AC, UPS, Lifts, Access Control System will be under comprehensive AMC will be done by the licensee.
ii. Diesel Generators & AMS Panels will be done by the licensee. Any replacements of the parts/ goods are required in the above mentioned equipments which are not covered under AMC; cost of the same will be borne by the Licensor. In case the said equipments needs to be replaced completely the same will carried out by the Licensor at his own cost, promptly and expeditiously.
7.22 In case Licensee fails to vacate the premises on expiry of the leave license agreement without there being any fault, lapse or breach on the part of the Licensor and the Licensor is ready and willing to refund the interest free security deposit of the Licensee, Licensee shall be liable to pay INR 10,00,000 per month as liquidated damages to the licensor in addition to the monthly license fees.
7.23 The Licensee will observe and perform following terms and conditions.
A. To employ and engage as its own employee or subcontractors for running the Licensed Premises and to pay their wages and salaries promptly.
B. To ensure that all persons employed behave in an orderly and disciplined manner and that the said employees are prohibited from carrying any unfair activities in the Licensed Premises and/or within the said building and / or in the vicinity of the said building.
C. The Licensee and Affiliates no longer Manufacture, use, import, purchase, offer its staff shall not do any act which may cause nuisance or annoyance to Sell, Sell, the Licensor or otherwise dispose other occupants of the neighboring premises.
D. The Licensee shall not affix or exhibit any other signage on the exterior of the Licensed ProductsPremises other than the earmarked space without the written permission of the Licensor.
E. To keep the Licensed Premises clean and respectable.
Appears in 1 contract
Samples: Leave and License Agreement (Cross Country Healthcare Inc)
LICENSEE’S COVENANTS. 11.01 Licensee agrees that neither Licensee nor Affiliates will use the licenses and rights granted by Sisvel under this Agreement in any way to circumvent the purpose of this Agreement, Sisvel’s wireless technology licensing program, or the licensing and enforcement of the Licensed Patents against unlicensed entities. Licensee will not attempt to treat products Manufactured and/or distributed by unlicensed entities and supplied to other unlicensed entities as licensed under this Agreement unless: (i) Licensee is actually Selling or purchasing such products, and (ii) prior to distribution of such products Licensee is a party of record to either a written supply agreement or a written purchase agreement for the products in question with at least one of the unlicensed entities that is Manufacturing or distributing the products in question.
11.02 As an assurance of fulfillment of its obligations under the terms of this Agreement, including, but not limited to, payment of amounts due under this Agreement by their due date, submission of royalty statements by their due date, compliance with the audit procedures according to Article 6, and renewal or replacement of the bank guarantee according to this Section 11.02, Licensee covenants that it will provide Sisvel with a continuing bank guarantee from a first class international bank according to the form shown and for the amount indicated in Exhibit 4 hereto on or before the date of Licensee’s signature of this Agreement. Sisvel will have: (a) the right to call up to the full amount of such bank guarantee each time Licensee should fail to fulfill its obligations under the terms of this Agreement, including, but not limited to, payment of amounts due under this Agreement by their due date, submission of royalty statements by their due date, compliance with the audit procedures according to Article 6 above, or renewal or replacement of the bank guarantee according to this Section 11.02; (b) the right to keep any amounts from the bank guarantee sufficient to compensate for any damages caused by Licensee’s failure to fulfill its obligations, including costs and attorney’s fees as they are incurred; (c) the right to keep up to the full amount of such bank guarantee until such time as the extent of such damage can be determined with certainty; and (d) the right to keep the full amount of the bank guarantee as liquidated damages if the extent of the damage described in (c) above cannot be determined with certainty within one (1) year from the date on which Sisvel calls the bank guarantee. It is understood that, should Licensee or any Affiliates Affiliates
(1) fail to submit the royalty statements pursuant to Section 5.02 by their due date, (2) refuse an audit request or obstruct an audit pursuant to Article 6, or (3) fail to renew or replace the bank guarantee according to this Section 11.02, Sisvel will have: (a) the right to call the full amount of such bank guarantee each time Licensee fails or refuses to do so; (b) the right to keep any amounts from the bank guarantee sufficient to compensate for any damages caused by Licensee’s failure or refusal, including costs and attorney’s fees as they are incurred; (c) the right to keep up to the full amount of such bank guarantee until such time as the extent of such damage can be determined with certainty; and (d) the right to keep the full amount of the bank guarantee as liquidated damages if the extent of the damage described in (c) above cannot be determined with certainty within one (1) year from the date on which Sisvel calls the bank guarantee. Any amount drawn from the bank guarantee will not be considered as a full or partial fulfillment of any obligations of Licensee under the terms of this Agreement, including the not fulfilled obligations for which the bank guarantee was called. Should the original bank guarantee or any subsequent bank guarantee provided by Licensee under this Section 11.02 expire prior to expiration of this Agreement, Licensee covenants that it will obtain and provide Sisvel with a renewed or replaced bank guarantee for the same period and in the same amount as the original bank guarantee at least three (3) months before the expiration of the existing bank guarantee. Should Licensee fail to obtain or provide a renewed or replaced bank guarantee at least three (3) months before the expiration of the existing bank guarantee, Sisvel may, at its discretion, expressly terminate this Agreement in accordance with the provisions of Article 10 and/or call the full amount of the existing bank guarantee and keep such full amount as a deposit for use as if it were the bank guarantee until Licensee provides a renewed or replaced bank guarantee. Licensee agrees that the bank guarantee will not be returned before its expiration even if Licensee and Affiliates no longer Manufacture, use, import, purchase, offer to Sell, Sell, or otherwise dispose of Licensed Products. Licensee further agrees that its obligation to obtain and provide Sisvel with a renewed or replacement bank guarantee will persist until the expiration or termination of this Agreement even if Licensee and Affiliates no longer Manufacture, use, import, purchase, offer to Sell, Sell, or otherwise dispose of Licensed Products.
Appears in 1 contract
Samples: Patent License Agreement
LICENSEE’S COVENANTS. 11.01 Licensee agrees that neither Licensee nor Affiliates will use the licenses and rights granted by Sisvel under this Agreement in any way to circumvent the purpose of this Agreement, Sisvel’s wireless technology licensing program, or the licensing and enforcement of the Licensed Patents against unlicensed entities. Licensee will not attempt to treat products Manufactured and/or distributed by unlicensed entities and supplied to other unlicensed entities as licensed under this Agreement unless: (i) Licensee covenants and agrees to: (A) not amend, restate, or otherwise modify any term or provision of the Licensee Operating Agreement, Licensee’s certificate of formation, or PM License, unless the same is actually Selling approved by the Bidi Manager; (B) waive any material right of Licensee, or purchasing material obligation of PM, under the PM License or any other agreement between Licensee and PM relating thereto, in each case without the prior consent of the Bidi Manager (such productsconsent not to be unreasonably withheld, conditioned, or delayed); (C) not remove the Bidi Manager as a limited liability company manager of Licensee, increase the number of limited liability managers of Licensee above two (2), or pursue or permit KBIG to pursue any claim against Bidi Manager for breach of a express or implied duty (fiduciary or otherwise) in its role as a limited liability company manager of Licensee; and (D) not refuse or unreasonably condition or frustrate the Bidi Manager’s exercise of any right of the Bidi Manager under the Licensee Operating Agreement.
(ii) prior Licensee further covenants and agrees that, as promptly as practicable following a request by Licensor, to distribution provide copies of all documentation and information provided, or otherwise made available, to Licensee under the PM License or otherwise developed by Licensee and PM in connection therewith (including, without limitation, the Registration Strategy, PMI Product Standards, and information regarding Market Applicable Law), or request and obtain copies of such products documentation and information that Licensee is a party has the right to obtain, in each case to the extent necessary to facilitate the performance of record Licensor’s covenant pursuant to either a written supply agreement or a written purchase agreement for the products in question with at least one Section 5(c)(i).
(iii) Licensee further covenants and agrees to actively, diligently, and timely enforce all provisions of the unlicensed entities PM License that is Manufacturing are reasonably necessary to protect the Licensed IP and Licensor’s right, title, and interest thereto. Licensee and Licensor shall not unreasonably refuse to equally share the cost and expense of Licensee’s activities in this regard, in which case any proceeds, damage awards, income, royalties, or distributing the products other payments resulting therefrom shall constitute a Royalty Payment. Otherwise, if Licensee cannot or will not participate in question.
11.02 As an assurance such sharing of fulfillment cost and expense, Licensee shall, at Licensor’s election, perform such activities at Licensor’s sole cost and expense, with any proceeds, damage awards, income, royalties, or other payments resulting therefrom that are received by Licensee to be promptly paid directly to Licensor for Licensor’s sole benefit (and shall not constitute a Royalty Payment or any other payment subject to Section 4 in any respect). Licensee shall further actively, timely, and diligently pursue all rights of its obligations indemnification and defense owed by PM under the terms PM License to Licensor, or to Licensee in respect of the Licensed IP. Notwithstanding anything to the contrary set forth in this Agreement, including, but not limited to, payment of amounts due under this Agreement by their due date, submission of royalty statements by their due date, compliance in no event shall Licensee approve or authorize any settlement that materially affects Licensor without Licensor’s consent.
(iv) Licensee further covenants and agrees to reasonably coordinate with the audit procedures according Licensor with respect to Article 6, and renewal or replacement of the bank guarantee according to this Section 11.02, Licensee covenants that it will provide Sisvel with a continuing bank guarantee from a first class international bank according to the form shown and for the amount indicated in Exhibit 4 hereto on or before the date all of Licensee’s signature material activities regarding Improvements and/or new versions of this Agreement. Sisvel will have: the Products involving PM.
(av) Licensee further covenants and agrees to not unreasonably refuse, condition, or delay its consent to any action requested by Licensor to protect and defend the right Licensed IP and implement the [***].
(vi) Licensee covenants and agrees to call up take all actions necessary to the full amount assist Licensor with performing all of such bank guarantee each time Licensee should fail to fulfill its obligations Licensor’s covenants, obligations, and duties under the terms of this AgreementSide Letter, includingexcept where those covenants, but not limited to, payment of amounts due under this Agreement by their due date, submission of royalty statements by their due date, compliance with the audit procedures according to Article 6 above, or renewal or replacement of the bank guarantee according to this Section 11.02; (b) the right to keep any amounts from the bank guarantee sufficient to compensate for any damages caused by Licensee’s failure to fulfill its obligations, including costs and attorney’s fees as they are incurred; (c) the right to keep up to the full amount of such bank guarantee until such time as the extent of such damage can be determined with certainty; and (d) the right to keep the full amount of the bank guarantee as liquidated damages if the extent of the damage described in (c) above cannot be determined with certainty within one (1) year from the date on which Sisvel calls the bank guarantee. It is understood that, should Licensee or any Affiliates (1) fail to submit the royalty statements pursuant to Section 5.02 by their due date, (2) refuse an audit request or obstruct an audit pursuant to Article 6, or (3) fail to renew or replace the bank guarantee according to this Section 11.02, Sisvel will have: (a) the right to call the full amount of such bank guarantee each time Licensee fails or refuses to do so; (b) the right to keep any amounts from the bank guarantee sufficient to compensate for any damages caused by Licensee’s failure or refusal, including costs and attorney’s fees as they are incurred; (c) the right to keep up to the full amount of such bank guarantee until such time as the extent of such damage can be determined with certainty; and (d) the right to keep the full amount of the bank guarantee as liquidated damages if the extent of the damage described in (c) above cannot be determined with certainty within one (1) year from the date on which Sisvel calls the bank guarantee. Any amount drawn from the bank guarantee will not be considered duties arise as a full or partial fulfillment result of any obligations of Licensee under the terms of this Agreement, including the not fulfilled obligations for which the bank guarantee was called. Should the original bank guarantee or any subsequent bank guarantee provided by Licensee under this Section 11.02 expire prior to expiration of this Agreement, Licensee covenants that it will obtain and provide Sisvel with a renewed or replaced bank guarantee for the same period and in the same amount as the original bank guarantee at least three (3) months before the expiration of the existing bank guarantee. Should Licensee fail to obtain or provide a renewed or replaced bank guarantee at least three (3) months before the expiration of the existing bank guarantee, Sisvel may, at its discretion, expressly terminate this Agreement in accordance with the provisions of Article 10 and/or call the full amount of the existing bank guarantee and keep such full amount as a deposit for use as if it were the bank guarantee until Licensee provides a renewed or replaced bank guarantee. Licensee agrees that the bank guarantee will not be returned before its expiration even if Licensee and Affiliates no longer Manufacture, use, import, purchase, offer to Sell, Sell, or otherwise dispose of Licensed Products. Licensee further agrees that its obligation to obtain and provide Sisvel with a renewed or replacement bank guarantee will persist until the expiration or termination Licensor’s breach of this Agreement even if Licensee or any other agreement between Licensor and Affiliates no longer Manufacture, use, import, purchase, offer to Sell, Sell, or otherwise dispose of Licensed ProductsLicensee.
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Samples: License Agreement (Kaival Brands Innovations Group, Inc.)