Covol Parties definition
Examples of Covol Parties in a sentence
Each of the Covol Parties and PSF represents and warrants that no approval, consent, authorization, order, designation or declaration of any court or regulatory authority or governmental body or any third-party is required to be obtained by it, nor is any filing or registration required to be made therewith by it for the consummation by it of the transactions contemplated under this Agreement.
The Covol Parties represent and warrant that (i) the proprietary binder sold to PSF shall not be a hazardous material under, and delivery shall comply with, applicable environmental laws and regulations; and (ii) subject to the selection of suitable feedstock, application of the Coal Fuel Technology in the Facility will result in a chemical change similar in all material respects to the chemical change described in the IRS letter ruling received by the Covol Parties, dated September 8, 1995.
The Covol Parties agree to use reasonable efforts to cooperate with PFS and PSF in marketing, selling or otherwise transferring the Facility.
PSF shall have the right to join the Covol Parties as plaintiffs in the prosecution of any infringement or misappropriation action affecting the Facility, provided that PSF shall bear up to fifty percent (50%) of all the costs and expenses of the action.
Subject to the terms and conditions of this Agreement, the Covol Parties hereby grant and guarantee to PSF a license to use the Coal Fuel Technology at the Facility for Commercial Use, including a license to make, have made, use and sell or otherwise transfer products that embody, use or have been developed or manufactured with the Coal Fuel Technology.
In no event shall the Covol Parties enter into any agreement or settlement inconsistent with the terms of this Agreement.
If PSF and the Covol Parties have jointly conducted an infringement or misappropriation action, any sums recovered from the third party shall be distributed to PSF and the Covol Parties in accordance with the percentage of the costs and expenses borne by each, after each party has been reimbursed for costs and expenses incurred by it in prosecuting such action.
If during the term of this Agreement a third party has infringed any intellectual property rights associated with the Coal Fuel Technology or <PAGE> otherwise misappropriated any Coal Fuel Technology, the Covol Parties shall, at their expense, institute and conduct legal actions against such third party or to enter into such agreements or accord in settlement as are deemed appropriate by the Covol Parties.