Licensor Covenants. Licensor covenants to Company that:
Licensor Covenants. Licensor shall:
Licensor Covenants. 8.3.1 The Licensor shall not execute or otherwise permit any amendment or modification of, or waiver of any provision of, the Xxxxxx License Agreement without the prior written consent of Alzheon. The Licensor shall take all actions reasonably necessary to enforce and maintain its rights under the Xxxxxx License Agreement. The Licensor shall not make any election or exercise any right or option (or omit to take any action) which would terminate or relinquish in whole or in part any right under the Xxxxxx License Agreement. The Licensor shall comply with all of its obligations under the Xxxxxx License Agreement, including by paying all amounts due to Xxxxxx thereunder. The Licensor shall take such actions as shall be necessary to keep in full force and effect the Xxxxxx License [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
Licensor Covenants. (a) Licensor covenants and represents that it has good and marketable title to the said premise, free and clear of all liens, claims, mortgages or deeds of trust affecting the Licensee’s possession of the licensed Mart cum Office Space, Licensee’s use of the premises, or the rights granted to the Licensee hereunder.
Licensor Covenants. Licensor hereby agrees as follows: There shall be no fee due from Licensee for the grant of the License. Licensor shall maintain utility services to the License Area at no cost to Licensee. Licensor shall continue to provide reasonable security at the License Area in accordance with Licensor’s prior practice.
Licensor Covenants. Throughout the Term (and any Renewal Term), Licensor shall provide the following at no additional cost to Licensee:
Licensor Covenants. Licensor covenants to Company that:
(a) Licensor shall fulfill all of its obligations, including but not limited to its payment obligations, under each Existing Third Party Agreement;
(b) Licensor shall fulfill all of its obligations, including but not limited to its payment obligations, under each Supply Agreement that related to periods prior to the effectuation or assignment to Company of any such agreement;
(c) Licensor shall fulfill all of its obligations, including but not limited to its payment obligations, under any Third Party License Agreement;
(d) Licensor shall not amend or waive, or take any action or omit to taking any action that would alter, any of Licensor’s rights under any Existing Third Party Agreement, Third Party License Agreement or Supply Agreement in any manner that adversely affects, or would reasonably be expected to adversely affect, Company’s rights and benefits under this Agreement. Licensor shall promptly notify Company of any default under, termination or amendment of, any Third Party License Agreement or Supply Agreement; and
(e) with respect to each Supply Agreement that is to be assigned to Company hereunder, until such time as such Supply Agreement has been assigned to, and assumed by, Company, (i) Licensor shall not amend or terminate such Supply Agreement, or waive, or take any action or omit to take any action that would alter, any of Licensor’s rights under any Supply Agreement, and (ii) Licensor shall promptly notify Company of any default under, or termination or amendment of, any Supply Agreement. In the case of any default by Licensor under a Supply Agreement, Licensor shall provide Company a reasonable opportunity to cure such default.
Licensor Covenants. (i) Licensor covenants and agrees to take all actions (or, as applicable, refrain from taking such actions) within its control that are necessary in order to enable Licensee to satisfy its obligations to PM under PM License to the extent that it is commercially impractical for Licensee and/or KBIG to satisfy those obligations themselves. Notwithstanding the foregoing provision of this Section 5(c)(i) to the contrary, if Licensor’s performance of any obligation pursuant to this covenant requires substantial additional time or capital commitments outside of Licensor’s ordinary course of business (including, but not limited to, additional staffing, and materials and equipment), Licensor may reasonably condition its performance of such obligation on Licensee’s agreement to reimburse Licensor for fifty percent (50.0%) of the cost of such additional commitments as an operating expense from the income of Licensee (and not as part of Adjusted Royalty Payments), which if approved by Licensee (such approval not to be unreasonably withheld, conditioned, or delayed), shall be timely paid pursuant to the terms of such agreement (and, in any event, within thirty (30) days after Licensee receives reasonable documentation evidencing such operating expenses).
Licensor Covenants. 11.3.1 Licensor covenants that, as of the Effective Date, neither Licensor nor any of its Affiliates has granted, and during the Term, neither Licensor nor its Affiliates shall grant, any right or license to any Third Party that would conflict with or limit the scope of any of the rights or licenses granted to AGT hereunder.
