Action Against Third Parties Sample Clauses

Action Against Third Parties. If the Parties fail to agree on a joint program of action with respect to Third Party Infringement of any Xxxxxxx Patent Rights, subject to this Section 8.3(b), Xxxxxxx will have the sole right to bring and control any legal action (including by initiating any lawsuit or other proceeding) as it reasonably determines appropriate in connection with the Third Party Infringement with respect to Xxxxxxx Patent Rights, and if the action involves a Third Party’s sales of a Product in the Field, Company shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. With respect to any Third Party Infringement with respect to Xxxxxxx Patent Rights that involves a Third Party’s sales of a Product in the Field, if Xxxxxxx fails to bring any legal action with respect to, or to terminate, such Third Party Infringement (i) within […***…] days following the notice of alleged infringement with respect to such Xxxxxxx Patent Rights, but in any event no less than […***…] days before the time limit, if any, set forth in the Applicable Laws for the filing of such actions, or (ii) solely with respect to a Paragraph IV Certification involving such Xxxxxxx Patent Rights, within the later of […***…] days following Company’s receipt of notice thereof and […***…] Business Days before the statutory deadline under Applicable Law, upon written agreement from all Other Licensee(s), not to be unreasonably withheld or delayed, Company shall have the right to bring and control any such action at its own expense and by counsel of its ***Confidential Treatment Requested Execution Copy own choice, and Xxxxxxx (and all Other Licensee(s)) shall have the right, at its own expense, to be represented in any such action by counsel of its own choice.
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Action Against Third Parties. 8.1 Friends of the Earth shall have the sole right to take action against third parties in respect of the Trade Marks.
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Action Against Third Parties. 9.1 As a material term of this Agreement, if reasonably requested to do so by the Licensee, the Licensor shall take all actions as shall be necessary to protect the Trademarks against infringement by unauthorized persons or entities in the Territories, such as filing and prosecuting law suits against such infringers. The Licensee shall, if requested to do so by the Licensor, cooperate fully with the Licensor in the performance by the Licensor of its obligations under this Clause 9.1. Notwithstanding the foregoing, however, the Licensee's request shall not be considered "reasonable" unless the infringement is taking place in a country of the Territory which is material, in the reasonable and good faith opinion of Licensee, to the ongoing business activities of the Licensee in connection with the Trademarks and, from the standpoint of good business judgment, there is a realistic possibility of financial recovery from the infringer. All amounts actually recovered in such suits, net of Licensor's legal expenses incurred in prosecuting such suits, shall be shared equally between the parties.
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Action Against Third Parties. If the Parties fail to agree on a joint program of action with respect to Third Party Infringement of any Xxxxxxx Patent Rights, then [ * ] bring and control any legal action (including by initiating any lawsuit or other proceeding) as it [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. reasonably determines appropriate in connection with the Third Party Infringement with respect to Xxxxxxx Patent Rights, and [ * ] shall have the right, at its own expense, to be represented in any such action by counsel of its own choice.
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Action Against Third Parties. MSON’s disciplinary authority may not extend to third parties (employees of contracted service providers, interns, volunteers, visitors and other third-parties conducting business with MSON), and MSON’s ability to take action against a third party is usually limited. However, MSON will take appropriate actions within its control, including but not limited to, removing that individual’s access to campus or limiting their involvement with MSON business.
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Action Against Third Parties. The Licensee shall not, without the express written permission of the Council, have the right to bring court or legal proceedings against any Third Party in respect to any dispute relating to the Urban Model and/or the Background IPRs in the Urban Model. The Licensee shall co-operate fully with the Council in any such legal action.
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Action Against Third Parties 
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Related to Action Against Third Parties

  • Indemnity Against Claims The Company will pay and discharge and will indemnify and hold harmless the Issuer from (a) any lien or charge upon payments by the Company hereunder, (b) any taxes, assessments, impositions, and other charges upon payments by the Company to the Issuer hereunder, and (c) any and all liabilities, damages, costs, and expenses arising out of or resulting from the transactions contemplated by this Agreement and the Indenture, including the reasonable fees and expenses of counsel. If any such lien or charge is sought to be imposed upon payments, or any such taxes, assessments, impositions, or other charges are sought to be imposed, or any such liability, damages, costs, and expenses are sought to be imposed, the Issuer will give prompt notice to the Company, and the Company shall have the sole right and duty to assume, and will assume, the defense thereof, with full power to litigate, compromise or settle the same in its sole discretion.

  • Prohibition Against Assignment During the Vesting Period, the Restricted Shares may not be transferred or encumbered by the Recipient by means of sale, assignment, mortgage, transfer, exchange, pledge, or otherwise. The levy of any execution, attachment, or similar process upon the Restricted Shares shall be null and void.

  • Actions against Parties; Notification Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to Section 6(a) above, counsel to the indemnified parties shall be selected by the Representatives, and, in the case of parties indemnified pursuant to Section 6(b) above, counsel to the indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 6 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

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