Acknowledgements Covenants Sample Clauses
The "Acknowledgements & Covenants" clause serves to formally record the parties’ recognition of certain facts, obligations, or conditions, and to establish binding promises regarding their conduct or responsibilities under the agreement. In practice, this clause may require parties to acknowledge receipt of information, confirm understanding of key terms, or agree to perform or refrain from specific actions, such as maintaining confidentiality or complying with applicable laws. Its core function is to ensure that both parties are aware of and committed to essential aspects of the agreement, thereby reducing misunderstandings and reinforcing accountability.
Acknowledgements Covenants. Borrowers acknowledge and covenant that they shall deliver on or before April 30, 2015 a preliminary compliance certificate for the reporting period ended April 26, 2015.
Acknowledgements Covenants. 2.7.1. Pfizer also acknowledges that the license rights granted to it under this Agreement and its exercise of such license rights are subject to the FSMA-Company Agreement, including Sections 2.1 and 5 thereof, pursuant to which some or all of the intellectual property that is licensed to the Company as of the Effective Date under the FSMA-Company Agreement may become assigned to and owned by the Company in the future. Company covenants to Pfizer that to the extent such intellectual property is not assignable or otherwise is not assigned to the Company, Company will maintain exclusive license rights to such intellectual property such that it continues to be licensed to Pfizer under this Agreement during the Term. Company further covenants to Pfizer that during the Term Company shall maintain (and shall not divest, sell or otherwise transfer) its ownership interests in such intellectual property once the Company becomes the owner of such intellectual property.
2.7.2. Company acknowledges and agrees that Pfizer shall have the right to engage in discussions [***], in each case for the purpose of [***] that may relate to [***], and Company shall cooperate with Pfizer in [***] to the extent reasonably requested by Pfizer; provided however that Pfizer will not have, and will not purport to have, [***]. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934.
Acknowledgements Covenants