Non-Assertion Covenant definition

Non-Assertion Covenant means the covenant between the Parties that the Inventing Party will not assert against the other Party, and that it will cause its Subsidiaries not to assert, any claim of infringement of its or their respective rights (including any applicable patent, other statutory rights, or common law rights) in Inventions for making, having made, using, having used, leasing, selling, offering for sale, disclosing, importing and/or otherwise transferring any product or practicing or having practiced any method.
Sample 1

Examples of Non-Assertion Covenant in a sentence

  • In the event of a breach of the Non-Assertion Covenant, Buyer may make a Deduction pursuant to Section 1.1.10 and the procedures set out in Section 5 (Escrow) and permanently retain the entire Escrow Amount, which will be the sole and exclusive remedy of Buyer for any breach of the Non-Assertion Covenant.

  • The benefit of this Non-Assertion Covenant extends without exception or limitation to all activities, products or services that embody or practice the Invention, in total or in part, which products or services are made or offered by the non-Inventing Party; to such Party’s customers, partners, resellers, and licensees of such products or services; and to such Party’s Subsidiaries and their licensees.

  • Notwithstanding the foregoing sentence, neither Buyer nor any its Affiliates will be precluded or in any way restrained from exercising its rights under the Non-Assertion Covenant as a complete defense to any claim or action, whether: (a) as an affirmative defense; (b) as a claim or counterclaim for injunctive relief, specific performance or similar equitable relief; or (c) in some other form.

  • IEEE (n 21).This approach is equivalent to the "Non-Assertion Covenant (NAC)" term in the academic literature; see Rudi Bekkers, Eric Iversen and Knut Blind, 'Emerging Ways to Address the Reemerging Conflict between Patenting and Technological Standardization' (2012) 21 Industrial and Corporate Change 901.

  • For the avoidance of any doubt, any claim of a violation of the Protective Order by BTR/ALI or the Officers will not be covered by the Non-Assertion Covenant and no claim by Actel of a violation of the Protective Order will relieve BTR/ALI and the Officers or their Affiliates of any obligations under the Non-Assertion Covenant.

  • BTR/ALI and the Officers agree that Buyer’s immediate and mediate suppliers and customers are third-party beneficiaries of the Non-Assertion Covenant, and as such will be fully entitled to exercise Buyer’s rights under the Non-Assertion Covenant on their own behalf.

  • Review opportunities to include messages from water quality outreach efforts to specific audiences.

  • By virtue of this Agreement and as security for the representations and warranties, covenants (including the Non-Assertion Covenant), indemnification, and all other BTR/ALI obligations under this Agreement, Buyer shall retain the Escrow Amount, which will constitute an escrow to be governed by the terms and conditions set forth in this Section 5 (Escrow).

  • This Additional BTR/ALI Non-Assertion Covenant is intended to be a complete defense against such claims, and the sole and exclusive remedy of Buyer for any breach of this Additional BTR/ALI Non-Assertion Covenant shall be to raise this Covenant as a complete defense to any such claim.

  • Once one splits the data into Group P and Group NP, the differences are 5.59 percent vs.

Related to Non-Assertion Covenant

  • Maintenance Covenant A covenant by any borrower to comply with one or more financial covenants (including without limitation any covenant relating to a borrowing base, asset valuation or similar asset-based requirement) during each reporting period, that exists regardless of whether or not such borrower has taken any specified action and includes a covenant that applies only when the related loan is funded.

  • Financial Covenant means the covenant set forth in Section 7.09.

  • Environmental covenant means a servitude arising under an environmental response project that imposes activity and use limitations.

  • Covenant Relief Period means the period commencing on the Amendment No. 1 Effective Date and ending on and including December 31, 2022.

  • Previously Absent Financial Maintenance Covenant means, at any time, any financial maintenance covenant that is not included in the Loan Documents at such time.

  • Additional Covenant means any covenant in respect of the financial condition or financial position of the Company, including, but not limited to, covenants that specify or require the maintenance of certain financial ratios applicable to the Company, and the default provision related thereto (regardless of whether such provision is labeled or otherwise characterized as a covenant or a default).

  • Covenant means a covenant, condition, limitation or restriction in a document or instrument in effect at Date of Policy.

  • Transfer fee covenant means a declaration or covenant purporting to affect real property which requires or purports to require the payment of a transfer fee to the declarant or other person specified in the covenant or declaration, or to their successors or assigns, upon a subsequent transfer of an interest in the real property.

  • Financial Covenants means the covenants set forth in Section 6.2.

  • Incurrence Covenant means a covenant by any borrower to comply with one or more financial covenants (including without limitation any covenant relating to a borrowing base, asset valuation or similar asset-based requirement) only upon the occurrence of certain actions of the borrower, including a debt issuance, dividend payment, share purchase, merger, acquisition or divestiture.

  • Tax Covenant means the covenant relating to Tax set out in Schedule 9;

  • Negative Covenants The Postpetition Financing Documents shall contain negative covenants of the Borrower acceptable to the Lender.

  • Covenant Compliance Event means that Excess Availability at any time is less than the greater of (a) ten (10%) percent of the Line Cap or (b) $7,000,000. For purposes hereof, the occurrence of a Covenant Compliance Event shall be deemed continuing until Excess Availability has exceeded the amounts set forth above for thirty (30) consecutive days, in which case a Covenant Compliance Event shall no longer be deemed to be continuing for purposes of this Agreement. The termination of a Covenant Compliance Event as provided herein shall in no way limit, waive or delay the occurrence of a subsequent Covenant Compliance Event in the event that the conditions set forth in this definition again arise.

  • Financial Performance Covenants means the covenants of the Borrower set forth in Section 10.11.

  • Financial Performance Covenant means the covenant set forth in Section 6.10.

  • Financial Covenant Default has the meaning assigned to such term in Section 8.01(6).

  • Affirmative Covenants The following affirmative covenants, among others, if any, to be negotiated in the Senior Facilities Documentation, will apply (to be applicable to the Borrower and its restricted subsidiaries), subject to customary (consistent with the Documentation Precedent) and other baskets, exceptions and qualifications to be agreed upon: maintenance of corporate existence and rights; performance and payment of obligations; delivery of annual and quarterly consolidated financial statements (accompanied by customary management discussion and analysis and (annually) by an audit opinion from nationally recognized auditors that is not subject to any qualification as to scope of such audit or going concern) (other than solely with respect to, or resulting solely from an upcoming maturity date under any series of indebtedness occurring within one year from the time such opinion is delivered) (with extended time periods to be agreed for delivery of the first annual and certain quarterly financial statements to be delivered after the Closing Date) and an annual budget (it being understood that the public REIT reporting that includes the Borrower shall satisfy the Borrower’s reporting obligations so long as it includes a consolidating income statement and balance sheet for the Borrower); delivery of notices of default and material adverse litigation, ERISA events and material adverse change; maintenance of properties in good working order; maintenance of books and records; maintenance of customary insurance; commercially reasonable efforts to maintain ratings (but not a specific rating); compliance with laws; inspection of books and properties; environmental; additional guarantors and additional collateral (subject to limitations set forth under the captions “Guarantees” and “Security”); further assurances in respect of collateral matters; use of proceeds; and payment of taxes.

  • Covenant Testing Period means a period (a) commencing on the last day of the fiscal quarter of Borrower most recently ended prior to a Covenant Trigger Event for which Borrower is required to deliver to Administrative Agent quarterly or annual financial statements pursuant to Section 5.2 of this Agreement, and (b) continuing through and including the first day after such Covenant Trigger Event that Availability has equaled or exceeded the greater of (i) 10% of the Borrowing Limit, and (ii) $15,000,000 for 60 consecutive calendar days.

  • Restrictive Covenant has the meaning set forth in Section 6(c).

  • Non-Breaching Party has the meaning set forth in Section 12.2.1.

  • Restrictive Covenant Violation means the Participant’s breach of the Restrictive Covenants listed on Appendix A or any covenant regarding confidentiality, competitive activity, solicitation of the Company’s vendors, suppliers, customers, or employees, or any similar provision applicable to or agreed to by the Participant.

  • Covenant Trigger Period means the period (a) commencing on the date that (i) an Event of Default occurs or (ii) Availability is less than the greater of (x) 10% of Available Credit and (y) $50,000,000 and (b) continuing until there has been a period of 30 consecutive days thereafter during which at all times (i) no Event of Default exists and (ii) Availability shall have been not less than the greater of (x) 10% of Available Credit and (y) $50,000,000.

  • Covenant Period means the period of time from the date of this Agreement to the date that is two years after the Date of Termination.

  • Covenant Compliance Worksheet means a fully completed worksheet in the form of Attachment A to Exhibit C.

  • Financial Covenant Debt of any Person means Indebtedness of the type specified in clauses (a), (b), (d), (e), (f) and (h) of the definition of “Indebtedness,” non-contingent obligations of the type specified in clause (c) of such definition and Guaranty Obligations of any of the foregoing.

  • Financial Covenant Event of Default has the meaning specified in Section 8.01(b).