Additional Seller Covenants. Seller, on behalf of itself, its Affiliates, and its successors and assigns covenants and agrees that it shall not transfer, assign, sublicense or otherwise grant to any third party, rights to use any of the rights under the Retained Patents, Assigned Patents or Know-How in the RFID Field.
Additional Seller Covenants. 13 Nondiscrimination/Non-Preference. Seller shall not, and shall not cause or allow its subcontractors to, discriminate against or grant preferential treatment to any person on the basis of race, sex, color, age, religion, sexual orientation, actual or perceived gender identity, disability, ethnicity or national origin. This prohibition applies to recruiting, hiring, demotion, layoff, termination, compensation, fringe benefits, advancement, training, apprenticeship and other terms, conditions, or privileges of employment, subcontracting and purchasing. Seller will inform all subcontractors of these obligations. This prohibition is subject to the following conditions: (i) the prohibition is not intended to preclude Seller from providing a reasonable accommodation to a person with a disability; (ii) the City’s Compliance Officer may require Seller to file, and cause any Seller’s subcontractor to file, reports demonstrating compliance with this section. Any such reports shall be filed in the form and at such times as the City’s Compliance Officer designates. They shall contain such information, data and/or records as the City’s Compliance Officer determines is needed to show compliance with this provision.
Additional Seller Covenants. From and after the signing of this Agreement (or, with respect to any Joining Seller, such later time as such Joining Seller executes a counterpart signature page) and until the Closing or the earlier termination of this Agreement, the Sellers covenant and agree with the Purchaser that:
Additional Seller Covenants. (a) Seller and its directors, officers, employees, agents and representatives will not engage in discussions with or provide information to, or enter into any agreement or binding commitment to or in respect of, the Disposition of any Shares to any third Person from the date hereof until the earlier of termination of this Agreement pursuant to Section 6.3 and the Closing. From the date hereof until the earlier of termination of this Agreement pursuant to Section 6.3 and the Closing, Seller will be prohibited from Disposing of, or entering into any agreement to Dispose of, any or all of the Shares, except pursuant to the Auction in accordance with this Agreement or as provided in Section 5.4(b). Seller will use all reasonable efforts to enforce its rights under the provisions of any “standstill” or similar agreement between Seller and any Person (other than Buyer) with respect to the Shares, and will not grant any waiver of, or agree to any amendment or modification to, any such agreement, to permit such Person to submit a bid in the Auction or otherwise acquire any or all of the Shares, provided, however, that Seller will not be obligated to commence litigation or other adversary proceedings in connection therewith unless, provision has been made reasonably satisfactory to Seller for the reimbursement of its costs therein by Buyer.
Additional Seller Covenants. On, as of the Effective Date, and upon Delivery, Seller hereby represents and warrants to Buyer as follows:
Additional Seller Covenants. (a) Section 8.7(a) of the Seller Disclosure Schedule lists all of the patents and patent applications developed in Seller’s nasal delivery technology program which claim formulations consisting of a particular active pharmaceutical ingredient (“API”) or class of APIs together with excipients (the “Nasal Formulation Patents”). In furtherance of its undertaking to amend as promptly as practicable any patent or patent application included in the Non-Assert IP in order to remove all Carbetocin Claims (as such terms are defined below), Seller hereby perpetually covenants, warrants and agrees that it will not (and will cause its Affiliates, successors, and assigns not to) commence or pursue any action or proceeding claiming infringement of a Nasal Formulation Patent based on the manufacture, use, development, sale, offer for sale, import or other commercialization by Purchaser or any of its Affiliates or licensees, successors or assigns of either (A) the Compound or (B) a Product which is a formulation consisting solely of the Compound as the API together with excipients.
Additional Seller Covenants. Seller agrees that, until the expiration of the Survival Period, Seller shall (a) not initiate or commence any proceeding for the dissolution or winding-up of the business of Seller, and (b) retain (and not distribute to its constituent members or principals) cash or other liquid assets of not less than $250,000.
Additional Seller Covenants. Seller covenants as follows:
Additional Seller Covenants. Beginning on the Effective Date and until the earlier of the Closing or the termination of this Agreement, Seller covenants and agrees as follows:
Additional Seller Covenants. The following new subsections are added to Section 9.3:
