Mutual Covenant Not to Xxx. Each party (each, a “Covenantor”) covenants and agrees that it will not, for a period of three (3) years following the Distribution Date (the “Covenant Period”) Assert against the other party or any member of the JDSU Group or the Lumentum Group, as applicable (the other party and their respective group members each being a “Covenantee”) for damages, loss, or injury of any kind arising from, related to, or in any way connected to the Covenantor’s IPR as such IPR may apply in the Covenantee’s Excepted Field (“Covenant IPR”). Notwithstanding the foregoing, the covenant not to Assert in this Section shall cease to apply to a Covenantee if that Covenantee willfully infringes, misappropriates, or otherwise improperly uses the Covenant IPR. For the avoidance of doubt, Covenant IPR shall not include any IPR of any Transferee as contemplated in Section 9.2. Further, Covenantee’s rights under this Section 10.3 shall terminate effective upon consummation of a Transfer as contemplated in Section 9.2, except that the covenant not to Assert shall be binding on Covenantor with respect to any actions taken by Covenantee prior to the consummation of such Transfer. The mutual covenant of this section shall be personal to each party, and neither party shall assign, nor shall permit any of their respective group members to assign, to another person or entity an interest in any of the Covenant IPR with any rights to Assert unless such assignee agrees in writing to be bound by and subject to this Section 10.3 with respect to said IPR. This mutual covenant does not constitute or include a license, sale, lease, loan, or transfer of any Covenant IPR, in whole or in part, in any form. The parties acknowledge that the covenant of this section does not operate to release or otherwise discharge any Third Party from any claims, demands, or rights of action that one party may have on account of any unlicensed activities of any Third Party that may occur during the Covenant Period, and accordingly, do not limit or otherwise affect the ability of one party to collect the past damages that may be accrued during the Covenant Period from any Third Party. During the Covenant Period, each party will be free to assert claims of patent infringement against any Third Party and may seek to recover damages based on sales made by such Third Parties or other activities by such Third Parties occurring during the Covenant Period.
Mutual Covenant Not to Xxx a. To the fullest extent permitted by law, at no time subsequent to the execution of this Agreement will Employee pursue, or cause or knowingly permit the prosecution of, in any state, federal or foreign court, or before any local, state, federal or foreign administrative agency, or any other tribunal, any charge, claim or action of any kind, nature and character whatsoever, known or unknown, which Employee may now have, have ever had, or may in the future have against any or all Releasees, which is subject to the release of claims granted by Employee in Section 6 above.
b. To the fullest extent permitted by law, at no time subsequent to the execution of this Agreement will the Company pursue, or cause or knowingly permit the prosecution of, in any state, federal or foreign court, or before any local, state, federal or foreign administrative agency, or any other tribunal, any charge, claim or action of any kind, nature and character whatsoever, known or unknown, which the Company may now have, have ever had, or may in the future have against Employee, which is subject to the release of claims granted by the Company in Section 6 above
c. Nothing in this section shall prohibit Employee from filing a charge or complaint with a government agency such as but not limited to the Equal Employment Opportunity Commission, the National Labor Relations Board, the Department of Labor, the California Department of Fair Employment and Housing, or other applicable state agency. However, Employee understands and agrees that, by entering into this Agreement, Employee is releasing any and all individual claims for relief.
d. Nothing in this section shall prohibit or impair Employee or the Company from complying with all applicable laws, nor shall this Agreement be construed to obligate either party to commit (or aid or abet in the commission of) any unlawful act.
Mutual Covenant Not to Xxx. Employee and Company have not, and will not, directly or indirectly institute any legal action against the Employee or the Released Parties based upon, arising out of, or relating to any claims released in this Agreement, to the extent allowed by law. Employee and Company have not, and will not, directly or indirectly encourage and/or solicit any third party to institute any legal action against the Employee or Released Parties, to the extent allowed by law.
Mutual Covenant Not to Xxx. (a) Executive covenants and agrees not to file or initiate a lawsuit against any of the Released Parties in regard to any claims, demands, causes of action, suits, damages, losses and expenses, arising from acts or omissions of the Company occurring on or before the date of execution of this Agreement, and Executive will ask no other person or entity to initiate such a lawsuit on his behalf. If Executive breaches this covenant and agreement, Executive must immediately repay and refund to the Company all payments he received pursuant to paragraph 2 above, and Executive shall also indemnify and hold harmless the Company, any of the Released Parties, and any of their officers, owners, directors, executives and agents from any and all costs incurred by any and all of them, including their reasonable attorneys’ fees, in defending against any such lawsuit.
(b) The Company covenants and agrees not to file or initiate a lawsuit against Executive in regard to any claims, demands, causes of action, suits, damages, losses and expenses, arising from acts or omissions (except for any criminal act or fraudulent acts or omissions) of Executive occurring on or before the date of execution of this Agreement, and the Company will ask no other person or entity to initiate such a lawsuit on its behalf.
Mutual Covenant Not to Xxx. During the period commencing on the Completion and ending on the date on which the Party providing the following covenant ceases to be a Shareholder of JV Newco, Maple Leaf and United each hereby covenants not to xxx, or bring suit, prosecute, assist or participate in any judicial, administrative or other proceeding of any kind against JV Newco, any of its subsidiaries, or any of their customers (including end users) (a) in the Territories, (b) for infringement of any Patent of Maple Leaf or United, as applicable, solely related to (as applicable) the making, having made, using, selling, offering for sale, importation, or other exploitation of any products or services offered by JV Newco and related to the Business as currently conducted and as currently proposed to be conducted; provided, however, that following any such exit date, the party that ceases to be a shareholder of JV Newco shall continue to be bound by such covenant not to xxx solely with respect to any Patent owned or controlled by such shareholder as of such exit date that covers any products of services offerred by JV Newco as of such exit date, but only to the extent such products and services relate to the Business as currently conducted and as proposed to be conducted at Completion. Any sale, exclusive license or other disposition of a Patent that is covered by the foregoing covenant shall be expressly made subject to such covenant.
Mutual Covenant Not to Xxx. Executive warrants, and represents that there is not now pending any action, complaint, petition, charge, grievance, or any other form of administrative, legal or arbitral proceeding by Executive against Companies, and/or any of its or their respective past or present officers, directors, trustees, shareholders, agents, employees, independent contractors, attorneys, successors or assigns, and each of them (hereinafter referred to collectively for convenience as the "Companies and RELEASEES"), and further warrants and represents that no such proceeding of any kind shall be instituted by Executive or on Executive's behalf with regard to any matter naming Companies and RELEASEES, or any of them, as a defendant, respondent or charged party, except to the extent that Executive brings an action to enforce the terms of this Agreement. Companies warrant, and represent that there is not now pending any action, complaint, petition, charge, grievance, or any other form of administrative, legal or arbitral proceeding by Companies against Executive, his heirs, devisees, successors and assigns (hereinafter referred to collectively for convenience as the "Executive RELEASEES"), and further warrants and represents that no such proceeding of any kind shall be instituted by Companies or on Companies' behalf with regard to any matter naming Executive RELEASEES, as a defendant, respondent or charged party, except to the extent that Executive brings an action to enforce the terms of this Agreement.
Mutual Covenant Not to Xxx. In exchange for the consideration set forth in ¶2, above, the Parties expressly agree never to institute any suit, complaint, proceeding, grievance, or action of any kind at law or in equity, including suits for declaratory relief, or otherwise in any court of the United States, state, or municipality against the other (Company, Company Releasees and Employee), for any of the claims described in ¶3 and ¶4, above. Nothing in this ¶5 shall be deemed to waive Employee’s right to file a charge of discrimination with the Equal Employment Opportunity Commission, although Employee acknowledges that Employee has waived the ability to benefit financially from any such charge. Employee further expressly agrees that the covenant not to xxx contained in this ¶5 is a material term of the Parties’ agreement as set forth in this Agreement or enforce other vested or contractual rights not released hereinabove. If either Party sues regarding any matter subject to the release included in this Agreement, that Party agrees to indemnify and hold the other Party (Company, Company Releasees and/or Employee) harmless for any damages or costs, including reasonable attorneys’ fees and costs, incurred as a result by the Party sued.
Mutual Covenant Not to Xxx. The Equal Energy Releasors and the Stockholder Releasors will not file any new action, suit or proceeding against each other arising from or relating to the Action, any allegation that could have been made in the Action and/or to any other action or inaction of the Equal Energy Releasees and/or the Stockholder Releasees through the date of this Agreement. The Equal Energy Releasors and the Stockholder Releasors further agree that this Agreement shall act as a complete bar to their entitlement to any legal, equitable or administrative relief based upon any action that the Equal Energy Releasees and/or the Stockholders Releasees took, may have taken, or failed to take through the date of this Agreement. Notwithstanding the foregoing, the Parties retain the right to xxx to enforce the terms of this Agreement.
Mutual Covenant Not to Xxx. Each of Intel and Newco agrees that it -------------------------- shall not Assert any Related Patent owned by it against the other party, or the other party's subsidiaries or their customers (direct or indirect), distributors (direct or indirect), agents (direct or indirect) and contractors (direct or indirect) based on an allegation that the manufacture, use, import, offer for sale or sale of any Licensed Products by such other party or any of its subsidiaries or any process or method employed in the manufacture, testing, distribution or use thereof by such other party or any of its subsidiaries constitutes an infringement, contributory infringement of, or an inducement to infringe, any such Related Patents owned by it. This covenant not to xxx shall survive any termination of this Agreement and shall remain in full force and effect until mutually agreed otherwise by the parties. For the purposes hereof, (i) "Assert" means to bring an action of any nature before any legal, judicial, arbitration, administrative, executive or other type of body or tribunal that has or claims to have authority to adjudicate such action in whole or in part (examples of such body or tribunal including, without limitation, United States State and Federal Courts, the United States International Trade Commission and any foreign counterparts of any of the foregoing) and (ii) "Related Patents" means any Patent the practice of which necessarily would result in an infringement of any of the Transferred Patents.
Mutual Covenant Not to Xxx. Each of Intel and Newco agrees that it -------------------------- shall not Assert any Related Patent owned or exclusively licensed by it against the other party or the other party's subsidiaries or their customers (direct or indirect), distributors (direct or indirect), agents (direct or indirect) and contractors (direct or indirect) based on an allegation that the manufacture, use, import, offer for sale or sale of any Licensed Products by such other party or any of its subsidiaries or any process or method employed in the manufacture, testing, distribution or use thereof by such other party or any of its subsidiaries constitutes an infringement, contributory infringement of, or an inducement to infringe, any such Related Patents owned by it. Newco further agrees that it shall not Assert any Patent owned or exclusively licensed by it against Intel or Intel's subsidiaries or their customers (direct or indirect), distributors (direct or indirect), agents (direct or indirect) and contractors (direct or indirect) based on an allegation that the manufacture, use, import, offer for sale or sale of any Chipsets, Integrated Circuits or Processors by Intel or any of its subsidiaries or the practice or utilization of any process or method employed in the manufacture, testing, distribution or use of any Chipsets, Integrated Circuits or Processors by Intel or any of its subsidiaries constitutes
