Action by AlgoRx Sample Clauses

Action by AlgoRx. If AlgoRx believes that any patent rights within the Licensed Patents have been infringed by any third party, AlgoRx, subject to applicable law, will have the right at its discretion to negotiate to obtain an agreement to end such infringement or use without authorization. If such negotiation is unsuccessful, AlgoRx will have the right, in its commercially reasonable judgment and subject to applicable law, to institute an infringement action or other appropriate legal action against such third party, and, in its commercially reasonable judgment, to settle any such action or dispute, provided that AlgoRx will not compromise or settle any such action without the prior written consent of the Inventor, which consent the Inventor will not unreasonably or untimely withhold. AlgoRx will have the sole and exclusive right to select counsel and will pay all expenses of any such action, including without limitation attorneys' fees and court costs, provided that (1) if there is a determination, by the court or authorized body resolving such action, of gross negligence, intentional misrepresentation or fraud by the Inventor, then the Inventor will, upon the written request of AlgoRx to the Inventor and subject to clause (2) immediately following, promptly pay, or promptly reimburse AlgoRx for, the expenses of such action as such reimbursement or payment amount will be set forth in AlgoRx's written request therefor, provided that if the Inventor has been determined to have committed fraud there will be no limit as to liability of the Inventor to AlgoRx. Notwithstanding anything in the foregoing to the contrary, AlgoRx recognizes that Inventor did not direct (and was not involved in) the prosecution of the Licensed Patents. Any damages, royalties, settlement fees or other consideration paid by the third party infringer as a result of legal action or settlement negotiations in connection with such infringement will be paid to and will be the property of AlgoRx. The amount of such damages, royalties, settlement fees, or other consideration actually received by AlgoRx, net of the expenses incurred by AlgoRx in such legal action, will be treated as Net Sales pursuant to Article 2 and a royalty in accordance with Sections 2.3 and 3,2 on such net amount will be payable by AlgoRx to the Inventor in respect of such amount, as part of the royalty provided in Article 2, provided that the value of any non-cash consideration so received by AlgoRx will be determined in good faith by ...
Sample 1
AutoNDA by SimpleDocs

Related to Action by AlgoRx

  • Action by Agent 43 SECTION 7.04. Consultation with Experts.......................................................43 SECTION 7.05.

  • Termination by Any Party This Advisory Agreement may be terminated upon 60 days’ written notice without cause or penalty, by any party (by a majority of the Independent Directors of the Company or the manager of the Advisor).

  • Action by Consent Any action required or permitted to be taken at any meeting of the Trustees or any committee thereof may be taken without a meeting, if a written consent of such action is signed by a majority of the Trustees then in office or a majority of the members of such committee, as the case may be, and such written consent is filed with the minutes of the proceedings of the Trustees or such committee.

  • Action by Agents The obligations of the Agents hereunder are only those expressly set forth herein. Without limiting the generality of the foregoing, the Agents shall not be required to take any action with respect to any Default, except as expressly provided in Article 6.

  • Action by Holders Whenever in this Indenture it is provided that the Holders of a specified percentage of the aggregate principal amount of the Notes may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action, the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Holders in person or by agent or proxy appointed in writing, or (b) by the record of the Holders voting in favor thereof at any meeting of Holders duly called and held in accordance with the provisions of Article 9, or (c) by a combination of such instrument or instruments and any such record of such a meeting of Holders. Whenever the Company or the Trustee solicits the taking of any action by the Holders of the Notes, the Company or the Trustee may, but shall not be required to, fix in advance of such solicitation, a date as the record date for determining Holders entitled to take such action. The record date if one is selected shall be not more than fifteen days prior to the date of commencement of solicitation of such action.

  • Action by Vote When a quorum is present at any meeting, a majority of Trustees present may take any action, except when a larger vote is expressly required by law, by the Declaration of Trust or by these By-Laws.

  • Termination by Agreement In the event Practice and Business ------------------------ Manager shall mutually agree in writing, this Management Services Agreement may be terminated on the date specified in such written agreement.

  • Notification by Agent The Agent shall, as promptly as practicable after the Bid Rate Quotes are submitted (but in any event not later than 10:30 a.m. (x) on the proposed date of borrowing, in the case of an Absolute Rate Auction or (y) on the date three Business Days prior to the proposed date of borrowing, in the case of a LIBOR Auction), notify the Borrower of the terms (i) of any Bid Rate Quote submitted by a Lender that is in accordance with Section 2.2.(c) and (ii) of any Bid Rate Quote that amends, modifies or is otherwise inconsistent with a previous Bid Rate Quote submitted by such Lender with respect to the same Bid Rate Quote Request. Any such subsequent Bid Rate Quote shall be disregarded by the Agent unless such subsequent Bid Rate Quote is submitted solely to correct a manifest error in such former Bid Rate Quote. The Agent’s notice to the Borrower shall specify (A) the aggregate principal amount of the Bid Rate Borrowing for which offers have been received and (B) the principal amounts and Absolute Rates or LIBOR Margins, as applicable, so offered by each Lender (identifying the Lender that made each Bid Rate Quote).

  • Termination by Parent This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by Parent if:

  • INFORMAL ACTION BY MEMBERS Any action required to be taken at a meeting of the Members may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the Members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted with respect to the subject matter thereof.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!