Enforcement of User Covenants Clause Samples

Enforcement of User Covenants. VISX is concerned about Lasersight's ongoing accountability for Per-Procedure Royalties arising from use of Licensed Products within the United States. Lasersight shall provide a Security Mechanism that precludes the user from performing more procedures than authorized by LaserSight ("Security Mechanism") and will install such a Security Mechanism on all Lasersight laser systems that Lasersight sells, has sold, leases, has leased or otherwise disposes or has disposed of or installs or has installed in the United States, no later than thirty (30) calendar days after the Effective Date. The Security Mechanism shall be fully integrated into the system and shall be designed with the intention that it not be capable of being disconnected, overridden, erased, bypassed, or the number counted altered by any User or third party. VISX shall also have the right to designate an independent auditor to inspect (a) Lasersight's records of the number of Licensed Procedures authorized to its customers ("Authorized Procedures") (including the Security Mechanisms on Licensed Products being manufactured), and (b) Licensed Products and records of the number of Authorized Procedures or procedures conducted by Licensed Products being used in the United States to ensure that the Security Mechanism is operational. If VISX has a reasonable basis to suspect that any LaserSight User in the United States has tampered or interfered with the Security Mechanism or has used reporting methods that are not accurate, VISX may notify LaserSight of its belief and the basis therefor. If after sixty (60) calendar days, LaserSight has not corrected the problem or reasonably demonstrated to VISX that VISX's belief was incorrect, then VISX shall have the right to inspect during regular business hours with twenty-four (24) hours advance written notice (not including any hours on a Saturday, Sunday or legal holiday) the Licensed Product(s) and the User's premises at which the Licensed Product(s) in question is being used, provided VISX gives LaserSight same-day prior notice of such inspection. If after the inspection, and after a second sixty (60) calendar day period, Lasersight has not corrected the problem, Lasersight shall refuse to provide authorization to the User and shall disable the Licensed Product(s) until Lasersight can provide VISX with reasonable assurances that the User is in compliance with the User Covenants.
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Related to Enforcement of User Covenants

  • Enforcement of Covenants The Executive acknowledges that the Executive has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him pursuant to Sections 8, 9, 10 and 11 hereof. The Executive agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the goodwill, Confidential Information, trade secrets, and other legitimate interests of the Company and its Company Affiliates; that each and every one of those restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him from obtaining other suitable employment during the period in which the Executive is bound by these restraints. The Executive further agrees that the Executive will never assert, or permit to be asserted on the Executive’s behalf, in any forum, any position contrary to the foregoing. The Executive further acknowledges that, were the Executive to breach any of the covenants contained in Sections 8, 9, 10 or 11 hereof, the damage to the Company would be irreparable. The Executive therefore agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of Sections 8, 9, 10 or 11 hereof, the Company, in addition and supplementary to other rights and remedies existing in its favor (including pursuant to Section 3(c) hereof), may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security), and will additionally be entitled to an award of attorney’s fees incurred in connection with securing any relief hereunder. The parties further agree that if, at the time of enforcement of Sections 8, 9, 10 or 11, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. The Executive agrees that the Restricted Period shall be tolled, and shall not run, during any period of time in which the Executive is in violation of the terms thereof, in order that the Company and its Company Affiliates shall have all of the agreed-upon temporal protection recited herein. No breach of any provision of this Agreement by the Company, or any other claimed breach of contract or violation of law, or change in the nature or scope of the Executive’s employment relationship with the Company, shall operate to extinguish the Executive’s obligation to comply with Sections 8, 9, 10 and 11 hereof.

  • Enforcement; Remedies (a) Except as otherwise expressly provided herein, any and all remedies herein expressly conferred upon a Party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by Law or equity upon such Party, and the exercise by a Party of any one remedy will not preclude the exercise of any other remedy. (b) The Parties agree that irreparable injury will occur in the event that any of the provisions of this Agreement is not performed in accordance with its specific terms or is otherwise breached. It is agreed that prior to the termination of this Agreement pursuant to Article VIII, each Party shall be entitled to an injunction or injunctions to prevent or remedy any breaches or threatened breaches of this Agreement by any other Party, to a decree or order of specific performance to specifically enforce the terms and provisions of this Agreement and to any further equitable relief. Each of the Parties hereby acknowledges and agrees that it may be difficult to prove damages with reasonable certainty, that it may be difficult to procure suitable substitute performance, and that injunctive relief and/or specific performance will not cause an undue hardship to the Parties. Each of the Parties hereby further acknowledges that the existence of any other remedy contemplated by this Agreement does not diminish the availability of specific performance of the obligations hereunder or any other injunctive relief. (c) The Parties’ rights in this Section 9.14 are an integral part of the Transactions and each Party hereby waives any objections to any remedy referred to in this Section 9.14 (including any objection on the basis that there is an adequate remedy at Law or that an award of such remedy is not an appropriate remedy for any reason at Law or equity). For the avoidance of doubt, each Party agrees that there is not an adequate remedy at Law for a breach of this Agreement by any Party. In the event any Party seeks any remedy referred to in this Section 9.14, such Party shall not be required to obtain, furnish, post or provide any bond or other security in connection with or as a condition to obtaining any such remedy.

  • Seller Covenants Seller covenants and agrees as follows:

  • Enforcement of Due On-Sale Clauses; Assumption Agreements.

  • Enforcement of Restrictive Covenants For the avoidance of doubt, nothing in this Section 7(i) limits the remedies available to Employer under Section 14 hereof.