Mutual Covenant. Each PARTY covenants and agrees that (i) it and its AFFILIATES shall not use or practice the intellectual property rights licensed under this AGREEMENT except as expressly permitted by this AGREEMENT and (ii) any use or practice of the intellectual property rights licensed under this AGREEMENT except as expressly permitted by this AGREEMENT that results in material harm to the other PARTY shall constitute a material breach of this AGREEMENT. Notwithstanding the foregoing, each PARTY covenants and agrees to cease any non-permitted use and to take all actions necessary to assign to the other PARTY any inventions made through use or practice of such PARTY’S intellectual property rights outside the scope of the license rights granted hereunder.
Mutual Covenant. Each Party covenants to the other Party that it shall at all times comply in all material respects with all applicable Laws relating to its activities under this Agreement.
Mutual Covenant. Neither Party has entered into, and neither Party shall, during the term of this Agreement, enter into, any agreements, contracts, or other arrangements that will be inconsistent with its obligations under this Agreement.
Mutual Covenant. Each Party covenants to the other Party that it shall at all times comply with all applicable material laws and regulations relating to its activities under this Agreement.
Mutual Covenant. Except to the extent otherwise provided herein, Xxxxxx covenants and warrants that the charges for Services hereunder are and shall be determined in a fair and equitable manner.
Mutual Covenant. Each Party shall insure that it and its activities under this Agreement at all times comply in all material respects with all Applicable Laws.
Mutual Covenant. Seller and Buyer intend that the provisions of this Section 5.11 be enforced to the fullest extent permissible under the laws applied in each jurisdiction in which enforcement is sought. If any provision of this Section 5.11, or any part hereof, shall be held by a court of competent jurisdiction to be invalid or unenforceable, this Section 5.11 shall be amended to revise the scope of such provision, to make it enforceable to the fullest extent permitted by applicable Law, if possible, or to delete such provision or such part, such revision or deletion to apply only with respect to the operation of this Section 5.11 in the jurisdiction of such court.
Mutual Covenant. (i) Each Party shall insure that it and its activities under this Agreement shall at all times comply with all applicable laws, regulations and industry codes.
(ii) Each Party represents that any funds paid to the other pursuant to this Agreement are not proceeds of any illegal activity.
Mutual Covenant. Each Party shall conduct, and shall use reasonable efforts to cause its contractors and consultants to conduct, all of its activities contemplated under this Agreement in accordance with the Act, any similar foreign Law, and all applicable Laws of the country in which such activities are conducted.
Mutual Covenant. Except to the extent otherwise provided herein, SLH and Seafield covenant and warrant that in the event that it appears that the exchange of services for facilities as herein provided is not a fair exchange, then a fair charge for the services or facilities provided hereunder shall be determined in a fair and equitable manner and thereafter paid to the party providing such service or facility..
