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. Article XI
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 Releasees, which is subject to the release of claims granted by Employee in Section 5 above.
Mutual Covenant Not to Xxx. Employee and Company have not, and will not, directly or indirectly institute any legal action against the Company Released Parties or the Employee Released Parties, as applicable, 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 Company Released Parties or the Employee Released Parties, as applicable, to the extent allowed by law.
Mutual Covenant Not to Xxx a. To the fullest extent permitted by law, at no time subsequent to the execution of this Agreement will any of the parties hereto pursue, or cause or knowingly permit the prosecution, 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 any party may now have, has ever had, or may in the future have against any other part, which is based on whole or in part on any matter covered by this Agreement.
Mutual Covenant Not to Xxx. The Parties hereby agree and covenant not to xxx each other or their heirs and/or assigns whatsoever for any reason, claim or matter arising from the Conveyances or this Agreement, or any prior conveyances by XXXXXX X. XXXX, XX. and XXXXXXX X. XXXX or NEW MEXICO ENERGY, LLC., or ownership of the shares of SUN RIVER ENERGY, INC. common stock owned by XXXXXX X. XXXX, XX. and XXXXXXX X. XXXX, NEW MEXICO ENERGY, LLC., or their heirs and/or assigns.
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. (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 (except for any criminal act or fraudulent acts or omissions) of the Company occurring on or before the date of execution of this Agreement, including, but not limited to, those set forth in Section 5(a), 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.
Mutual Covenant Not to Xxx. Except to enforce or effectuate the terms, conditions, or covenants provided under this Agreement, each Party further covenants and agrees that it will forever forbear from pursuing any legal proceedings, and it will not in any other way make or continue to make any demand or claims against the Parties and COMPANY RELEASEES, or permit such to be made on its behalf, with respect to any matter within the scope of the Mutual Releases in this Agreement. If either Party files or makes, or permits to be filed or made on its behalf, a lawsuit, charge, appeal or other claim asserting any claim or demand against the Parties and COMPANY RELEASEES that is within the scope of the Mutual Releases, then, whether or not such a claim is otherwise valid, in addition to any other rights or remedies that may be available to them, the Parties and COMPANY RELEASEES shall be entitled to recover from that Party any and all costs incurred by them in defending such claim(s), including reasonable attorneys’ fees and other legal costs.
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
