Xxxxxxx Covenants Sample Clauses

Xxxxxxx Covenants. Xxxxxxx hereby covenants to Odyssey that, except as expressly permitted under this Agreement: 9.4.1. it will not, and will cause its Affiliates not to (a) license, sell, assign, or otherwise transfer to any Person any of Xxxxxxx’x Background IP, Xxxxxxx Collaboration IP, Project Compound IP or Xxxxxxx’x interests in Joint Collaboration IP (including Computational Collaboration IP) (or agree to do any of the foregoing), except as will not adversely restrict, limit, or encumber the rights granted to Odyssey under this Agreement, or (b) incur or permit to exist, with respect to any of Xxxxxxx’x Background IP, Xxxxxxx Collaboration IP, Project Compound IP or Xxxxxxx’x interests in Joint Collaboration IP (including Computational Collaboration IP), any lien, encumbrance, charge, security interest, mortgage, liability, grant of license to Third Parties, or other restriction (including in connection with any indebtedness) that should materially adversely affect the rights and licenses granted to Odyssey hereunder; provided that, for the avoidance of doubt, subject to Section 13.1, any assignment of the Project Compound IP by Xxxxxxx will be deemed an adverse restriction, limit and encumbrance on the rights granted to Odyssey under this Agreement and will be restricted pursuant to this Section 9.4.1, unless Xxxxxxx agrees in writing to pay Odyssey all amounts under this Agreement that would have been owed to Odyssey if such assignee were a (Sub)licensee. 9.4.2. all Xxxxxxx employees performing Xxxxxxx Activities under a Research Plan hereunder on behalf of Xxxxxxx will be obligated to assign to Xxxxxxx all rights, title, and interests in and to any inventions developed by them, whether or not patentable; 9.4.3. Xxxxxxx will comply with all Applicable Laws concerning bribery, money laundering, or corrupt practices, or which in any manner prohibit the giving of anything of value to any official, agent, or employee of any government, political party, or public international organization, candidate for public office, health care professional, or to any officer, director, employee, or representative of any other organization, for the purpose of influencing, inducing, or rewarding any act, omission, or decision to secure an improper advantage, or improperly assisting Xxxxxxx in obtaining or retaining business, specifically including the U.S. Foreign Corrupt Practices Act, in each case, in connection with the activities conducted pursuant to this Agreement. Janssen will r...

Xxxxxxx Covenants. Xxxxxx covenants and agrees as follows:

Xxxxxxx Covenants. During the Term of this Agreement, Xxxxxxx covenants and agrees: (a) not to perform any act or permit the commission of any act that would adversely affect the primary transportation purposes of the U.S. Route 302 corridor or otherwise violate any term and/or condition of the DOT License Agreement; (b) not to perform any act or permit the commission of any act that would adversely affect the public use and parking associated with the operation of the boat launch ramp or otherwise violate any term and/or condition of the IF&W Lease Agreement; (c) not to perform any act or permit the commission of any act that is unlawful or contrary to any federal, state, and/or municipal laws and regulations in force at the time of this Agreement or any time in the future; (d) not to charge any user-related fees for use of the Premises by members of the public; (e) to comply with the Town’s requirements for employment as set forth in the Town’s Personnel Policy, including performing successful criminal background checks, performing standard drug and alcohol testing and implementing harassment policies, for all individuals who will be working for or on behalf of Xxxxxxx on the Premises.

Xxxxxxx Covenants. Lessor covenants and agrees as follows: A. To warrant and defend Xxxxxx in the enjoyment and peaceful possession of the Leased Premises during the aforesaid term. B. If the Leased Premises are destroyed or so damaged by fire, casualty, or other disaster that they become untenantable, Lessor will have the right to render the Leased Premises tenantable by repairs within Ninety (90) days from the date of damage with reasonable additional time, if necessary, for Lessor to adjust the loss with insurance companies insuring the Leased Premises, or for any other delay occasioned by conditions beyond the control of Lessor. If the Leased Premises are not rendered tenantable within that time, Lessor will have the right to terminate this Lease by written notice to Xxxxxx. C. To maintain the structure of the building, including but not limited to the roof, exterior walls, floors and foundation. D. At Lessor’s expense, Lessor shall perform all major repairs to the heating and air- conditioning equipment/system and septic or sewer system, which are not due to Lessee’s negligence and/or failure to keep the heating and air-conditioning and septic or sewer system in good operating condition.

Xxxxxxx Covenants. (a) Xxxxxx covenants to Radius that: (i) it has the full power and right to enter into this Agreement, and that there are no outstanding agreements, assignments, licenses, encumbrances or rights of any kind held by other parties, private or public, that are inconsistent with the provisions of this Agreement; (ii) the execution and delivery of this Agreement by Xxxxxx has been authorized by all requisite corporate action, and that this Agreement is and will remain a valid and binding obligation of Xxxxxx, enforceable in accordance with its terms, subject to German laws of general application relating to bankruptcy, insolvency and the relief of debtors; (iii) the Services shall be performed with requisite care, skill and diligence, in accordance with Applicable Xxxxxx Law and the German pharmaceutical industry standards, and by individuals who are appropriately trained and qualified; (iv) [*]; (v) to its knowledge, the conduct and the provision of the Services will not violate any patent, trade secret or other proprietary or intellectual property rights of any third party, and that Xxxxxx shall, without undue delay, notify Radius in writing should Xxxxxx become aware of any claims asserting such violation; (vi) Xxxxxx shall not knowingly use or incorporate any invention, discovery, technology, know-how and/or other intellectual property that is not owned by Xxxxxx or its Affiliates, or licensed by Xxxxxx or its Affiliates, for use in the performance of the Services as contemplated herein, without the prior written consent of Radius; (vii) at the time of delivery to Radius, the Finished Product: (x) shall have been Manufactured in accordance with the Standard; (y) shall not be adulterated or misbranded under the FDCA or other Applicable Law;

Xxxxxxx Covenants. As a result of the relationship created further to this Agreement, upon the execution of this Agreement by both Parties, the Company agrees to, and will, place Executive in a position of special trust, and it will provide Executive with: (a) Confidential Information (which includes trade secrets) and access to such information; (b) specialized training, which may include self-study materials, on-line training, on the job training, and instruction as to Company’s products, services, business relationships, and methods of operation; and (c) goodwill support such as expense reimbursements in accordance with ​ ​ Company’s policies, Confidential Information related to Company’s current and prospective clients, customers, business associates, vendors, and suppliers, and contact and relationships with current and potential clients, customers, business associates, vendors, and suppliers to help Executive develop goodwill for the Company. The foregoing is not contingent on Executive’s continued employment for any length of time, but is contingent on Executive’s full compliance with the restrictions in Section 13. ​

Xxxxxxx Covenants. Until all of Company’s obligations under all of the Transaction Documents are paid and performed in full, or within the timeframes otherwise specifically set forth below, Company will at all times comply with the following covenants: (i) so long as Investor beneficially owns any of the Securities and for at least twenty (20) Trading Days (as defined in the Note) thereafter, Company will timely file on the applicable deadline all reports required to be filed with the SEC pursuant to Sections 13 or 15(d) of the 1934 Act, and will take all reasonable action under its control to ensure that adequate current public information with respect to Company, as required in accordance with Rule 144 of the 1933 Act, is publicly available, and will not terminate its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would permit such termination; (ii) when issued pursuant to the terms of the Note, the Conversion Shares will be duly authorized, validly issued, fully paid for and non-assessable, free and clear of all liens, claims, charges and encumbrances; (iii) the Ordinary Shares shall be listed or quoted for trading on NYSE or NASDAQ; (iv) trading in the Ordinary Shares will not be suspended, halted, chilled, frozen, reach zero bid or otherwise cease trading on Company’s principal trading market; and (v) Company will not issue or incur any debt that is secured with any of Company’s assets or that would in any way be senior to the Note without Investor’s prior written consent, which consent may be granted or withheld in Investor’s sole and absolute discretion. For the avoidance of doubt, the covenant in Section 4(v) above shall not apply to trade payables entered into in the ordinary course of business or any debt incurred by any subsidiaries of Company that is not guaranteed by ​ ​

Xxxxxxx Covenants. 5.1.1 From the date of this Termination Agreement through December 31, 2009, Xxxxxxx shall, (1) upon specific inquiry by Volcano or Volcano Japan, provide information on its past practices with the Existing Customers in relation to the Products, and (2) refrain from making any false, disparaging or misrepresentative statements about Volcano, Volcano Japan or their Products or services which would reasonably be likely to result in damage to the business or reputation of Volcano, Volcano Japan or their Products or services. Any explanation by Xxxxxxx to its customers on the true features and functions of the Products shall not be regarded as “disparaging” statements. Xxxxxxx shall be held to be in breach of its obligation described in (2) above, only if: (i) Volcano or Volcano Japan promptly notifies Xxxxxxx of the actual dialogue alleged as being false, disparaging or misrepresentative, (ii) Xxxxxxx has the opportunity to inquire from all personnel involved in the dialogue as to whether the statement was actually made, and (iii) even though Xxxxxxx corrects or restates or clarifies such statement, Volcano or Volcano Japan loses a part or all of its business with a customer, which loss is primarily due to such statement. 5.1.2 Commencing on the Termination Date, Xxxxxxx shall (1) discontinue making any statements or taking any actions that might cause third parties to infer that Xxxxxxx is the distributor of Volcano; (2) refrain from using any of the trademarks of Volcano or Volcano Japan; (3) inform all customers inquiring about the purchase of Products that they can be ordered directly from Volcano Japan and forward all such inquiries to Volcano Japan, including providing Volcano Japan with the name and telephone number of such customers; (4) forward to Volcano Japan any and all payments remitted by Existing Customers on or after the Transition Date or the Termination Date, whichever comes earlier for the respective customer (excluding any payments from a customer in relation to a disposable Product distributed by Xxxxxxx or services conducted by Xxxxxxx prior to the earlier of the Termination Date or the Transition Date); and (5) respond to and address appropriately any complaints, concerns or issues raised by its customers with respect to the Products sold by Xxxxxxx. Notwithstanding the above, the covenants (1) through (3) under this Section 5.1.2 shall not apply solely to the extent necessary for Xxxxxxx to comply with its obligations under Section 3.4...

Xxxxxxx Covenants. From and after the date hereof and until the Closing Date (except as hereinafter otherwise provided), unless Tenke shall otherwise agree in writing:

Xxxxxxx Covenants. From the date hereof and continuing until January 1, 2002, Xxxxxxx agrees that he shall not, without the prior written consent of NATK, and except pursuant to and consistent with the order of any court, legislative body or regulatory agency: (a) engage directly or indirectly (including, by way of example only, as a principal, partner, venturer, employee or agent), nor have any direct or indirect interest, in (i) any business which competes with NATK or any of its subsidiaries in any material way or (ii) the business formerly conducted by a subsidiary of NATK formerly known as Industrial Pipe Fittings, Inc., a Texas corporation ("IPF"), in any material way (provided, however, that the provisions of this clause (a) shall not apply to any investment by Xxxxxxx in the stock of a publicly-traded corporation, provided such investment constitutes less than one percent (1%) of such corporation's cumulative voting shares); (b) disclose, communicate or deliver in any manner (including without limitation any oral disclosure or communication or any written or computer generated information) to any person or party, either directly or indirectly, any information regarding NATK's or its past or current subsidiaries' business, actions, omissions, inactions (including without limitation any actions, omissions or inactions involving any past or current director, officer, employee, agent or Board of Directors of NATK or any of its subsidiaries), customers, results of operations, business practices, financial condition, strategies or operations, including without limitation disclosing or communicating any comment, opinion, evaluation or advice regarding any of the same; (c) in any capacity bring any claim or legal action against or involving, or assist, directly or indirectly (including without limitation, acting as an advisor or witness), any other party in bringing any claim or legal action against or involving, NATK, its subsidiaries or any of the past or current directors, officers, employees, agents or consultants relating to any matter involving NATK's or its past or current subsidiaries' business, actions, omissions, inactions (including without limitation any action, omissions or inactions involving any past or current director, officer, employee, agent or Board of Directors of NATK or any of its subsidiaries); provided, however, that nothing in this clause (c) shall act so as to prevent Xxxxxxx from enforcing his rights under this Agreement or the Release; provided f...