Action By The Inventors Sample Clauses

Action By The Inventors. If AlgoRx declines to act pursuant to Section 5.6.1, AlgoRx will, promptly after such decision not to act, give written notice to the Inventors of such decision. If any of the Inventors believes, after delivery of such notice by AlgoRx, that any patent rights within the Licensed Patents have been infringed by any third party, any or all of the Inventors may at their expense take any action they see fit with respect to such infringement, including initiating legal proceedings. If any of the Inventors commences any such action, such Inventor will promptly notify the other Inventors (unless they are joined in the action) and AlgoRx, in writing in commercially reasonable detail, of such commencement. In exercising their rights pursuant to this Section 5.6.3, the Inventors will have the sole and exclusive right to select counsel and will, except as provided below, pay all expenses of the action, including without limitation attorneys' fees and costs, and will have the right, in the relevant Inventor(s) commercially reasonable judgment, to settle any such action or dispute, provided that none of the Inventors will compromise or settle any such action without the prior written consent of AlgoRx, which consent will not be unreasonably or untimely withheld. AlgoRx, in its sole discretion, and subject to the limitations stated in the last sentence of this Section 5.6.3, may elect in writing to the Inventors, within sixty (60) days after the commencement of such litigation, to contribute to the costs incurred by the Inventors in connection with such litigation. Any damage, royalties, settlement fees or other consideration received by any of the Inventors as a result of such litigation will be shared by the Inventors and AlgoRx pro rata based on the parties' respective sharing of the costs of such litigation. If deemed necessary by any or all of the Inventors, or by AlgoRx, by written notice by the requesting party to the other parties, AlgoRx will join as a party to the action but will be under no obligation to participate except to the extent that such participation is required as a result of being a named party to the action. At the written request of any or all of the Inventors participating in such action, AlgoRx will offer reasonable assistance in connection therewith at no charge to the Inventors provided that for purposes of this Section 5.6.3, all out-of-pocket expenses incurred by AlgoRx in rendering such assistance will be treated as amounts contributed by ...
Sample 1
AutoNDA by SimpleDocs

Related to Action By The Inventors

  • Action by the Company The Company shall act only by or under the authority of its Member.

  • TERMINATION BY THE PARTIES This Agreement may be terminated upon sixty (60) days’ written notice (a) by the Independent Directors of the Company or the Advisor, without Cause and without penalty, (b) by the Advisor for Good Reason, or (c) by the Advisor upon a Change of Control. The provisions of Sections 19 through 31 of this Agreement shall survive termination of this Agreement.

  • Action by the Board (a) Meetings of the Board may be called by any Manager upon two (2) days prior written notice to each Manager. The presence of a majority of the Managers then in office shall constitute a quorum at any meeting of the Board. All actions of the Board shall require the affirmative vote of a majority of the Managers then in office.

  • Termination by the Sellers The Sellers may terminate the Agreement in the event either Purchaser or the Guarantor (if any of the proceedings with respect to the Guarantor in the following clauses (i) through (iv) below would reasonably be expected to impair the ability of either Purchaser to perform its obligations under the Agreement (including Article 8 of the Agreement and this Annex A) fully and on a timely basis) (i) becomes the subject of any bankruptcy or other proceeding relating to its liquidation or insolvency (if not dismissed within sixty (60) days of initial filing), or is the subject of a receivership or conservatorship, (ii) files a voluntary petition in bankruptcy or similar proceeding or admits in writing its inability to pay its debts as they become due, (iii) makes a general assignment for the benefit of creditors, or (iv) files a petition or an answer seeking reorganization or an arrangement with creditors.

  • Action by the Partners A. Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding twenty-five percent (25%) or more of the Partnership Interests held by Limited Partners. The notice shall state the nature of the business to be transacted. Notice of any such meeting shall be given to all Partners not less than seven days nor more than 30 days prior to the date of such meeting. Partners may vote in person or by proxy at such meeting. Whenever the vote or Consent of the Limited Partners or of the Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of Partners or may be given in accordance with the procedure prescribed in Section 14.1.

  • Indemnification by the Investors Each Investor agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the 0000 Xxx) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent that such untrue statement or omission is contained in any information furnished in writing by such Investor to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto. In no event shall the liability of an Investor be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Investor in connection with any claim relating to this Section 6 and the amount of any damages such Investor has otherwise been required to pay by reason of such untrue statement or omission) received by such Investor upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

  • Termination by the Purchaser This Agreement may be terminated by the Purchaser at any time prior to the Effective Time if:

  • Cooperation by the Company If any Shareholder shall transfer any Registrable Securities pursuant to Rule 144, the Company shall cooperate, to the extent commercially reasonable, with such Shareholder and shall provide to such Shareholder such information as such Shareholder shall reasonably request.

  • Action by the Committee The parties agree that the interpretation of this Agreement shall rest exclusively and completely within the sole discretion of the Committee. The parties agree to be bound by the decisions of the Committee with regard to the interpretation of this Agreement and with regard to any and all matters set forth in this Agreement. The Committee may delegate its functions under this Agreement to an officer of the Company designated by the Committee (hereinafter the “Designee”). In fulfilling its responsibilities hereunder, the Committee or its Designee may rely upon documents, written statements of the parties or such other material as the Committee or its Designee deems appropriate. The parties agree that there is no right to be heard or to appear before the Committee or its Designee and that any decision of the Committee or its Designee relating to this Agreement shall be final and binding unless such decision is arbitrary and capricious.

  • Mitigation by the Lenders 15.1 Mitigation Each Finance Party shall, in consultation with the Borrowers take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to any of Clause 7.1 (Illegality), Clause 12 (Tax Gross Up and Indemnities) or Clause 13 (Increased Costs) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office. The above does not in any way limit the obligations of any Security Party under the Finance Documents.

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